UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended JuneSeptember 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from     to             
Commission file number: 001-11993
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OPTION CARE HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware05-0489664
(State of incorporation)(I.R.S. Employer Identification No.)
3000 Lakeside Dr.Suite 300N, Bannockburn, IL60015
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
312-940-2443
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
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes      No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer      Accelerated filer      Non-accelerated filer       Smaller reporting company 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      No   

On July 31,October 30, 2020, there were 186,716,364186,758,939 shares of the registrant’s Common Stock outstanding.

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TABLE OF CONTENTS
  Page
Number
PART I
PART II 
 
 
2

Table of Contents
PART I
FINANCIAL INFORMATION
Item 1.Financial Statements
3

Table of Contents
OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
(unaudited)(unaudited)
June 30, 2020December 31, 2019September 30, 2020December 31, 2019
ASSETSASSETSASSETS
CURRENT ASSETS:CURRENT ASSETS:CURRENT ASSETS:
Cash and cash equivalents Cash and cash equivalents$118,099  $67,056   Cash and cash equivalents$140,047 $67,056 
Accounts receivable, net Accounts receivable, net320,222  324,416   Accounts receivable, net320,920 324,416 
Inventories Inventories149,115  115,876   Inventories155,478 115,876 
Prepaid expenses and other current assets Prepaid expenses and other current assets50,107  51,306   Prepaid expenses and other current assets60,030 51,306 
Total current assetsTotal current assets637,543  558,654  Total current assets676,475 558,654 
NONCURRENT ASSETS:NONCURRENT ASSETS:NONCURRENT ASSETS:
Property and equipment, net Property and equipment, net117,629  133,198   Property and equipment, net113,017 133,198 
Operating lease right-of-use asset Operating lease right-of-use asset52,126  63,502   Operating lease right-of-use asset70,344 63,502 
Intangible assets, net Intangible assets, net368,481  385,910   Intangible assets, net359,766 385,910 
Goodwill Goodwill1,428,610  1,425,542   Goodwill1,428,610 1,425,542 
Other noncurrent assets Other noncurrent assets21,876  22,741   Other noncurrent assets20,278 22,741 
Total noncurrent assetsTotal noncurrent assets1,988,722  2,030,893  Total noncurrent assets1,992,015 2,030,893 
TOTAL ASSETSTOTAL ASSETS$2,626,265  $2,589,547  TOTAL ASSETS$2,668,490 $2,589,547 
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY  LIABILITIES AND STOCKHOLDERS’ EQUITY  
CURRENT LIABILITIES:CURRENT LIABILITIES:  CURRENT LIABILITIES:  
Accounts payableAccounts payable$260,120  $221,060  Accounts payable$290,206 $221,060 
Accrued compensation and employee benefitsAccrued compensation and employee benefits47,742  45,765  Accrued compensation and employee benefits51,226 45,765 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities59,027  33,538  Accrued expenses and other current liabilities63,239 33,538 
Current portion of operating lease liabilityCurrent portion of operating lease liability18,472  20,391  Current portion of operating lease liability19,252 20,391 
Current portion of long-term debtCurrent portion of long-term debt9,250  9,250  Current portion of long-term debt9,250 9,250 
Total current liabilitiesTotal current liabilities394,611  330,004  Total current liabilities433,173 330,004 
NONCURRENT LIABILITIES:NONCURRENT LIABILITIES:NONCURRENT LIABILITIES:
Long-term debt, net of discount, deferred financing costs and current portionLong-term debt, net of discount, deferred financing costs and current portion1,275,385  1,277,246  Long-term debt, net of discount, deferred financing costs and current portion1,162,836 1,277,246 
Operating lease liability, net of current portionOperating lease liability, net of current portion50,779  58,242  Operating lease liability, net of current portion67,471 58,242 
Deferred income taxesDeferred income taxes2,741  2,143  Deferred income taxes3,040 2,143 
Other noncurrent liabilitiesOther noncurrent liabilities34,783  15,085  Other noncurrent liabilities8,474 15,085 
Total noncurrent liabilitiesTotal noncurrent liabilities1,363,688  1,352,716  Total noncurrent liabilities1,241,821 1,352,716 
Total liabilitiesTotal liabilities1,758,299  1,682,720  Total liabilities1,674,994 1,682,720 
STOCKHOLDERS’ EQUITY:STOCKHOLDERS’ EQUITY:STOCKHOLDERS’ EQUITY:
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, 0 shares outstanding as of June 30, 2020 and December 31, 2019, respectively—  —  
Common stock; $0.0001 par value: 250,000,000 shares authorized, 177,098,513 shares issued and 176,714,791 shares outstanding as of June 30, 2020; 176,975,628 shares issued and 176,591,907 shares outstanding as of December 31, 201918  18  
Treasury stock; 383,722 shares outstanding, at cost, as of June 30, 2020 and December 31, 2019, respectively(2,403) (2,403) 
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, 0 shares outstanding as of September 30, 2020 and December 31, 2019, respectivelyPreferred stock; $0.0001 par value; 12,500,000 shares authorized, 0 shares outstanding as of September 30, 2020 and December 31, 2019, respectively
Common stock; $0.0001 par value: 250,000,000 shares authorized, 187,141,475 shares issued and 186,757,753 shares outstanding as of September 30, 2020; 176,975,628 shares issued and 176,591,907 shares outstanding as of December 31, 2019Common stock; $0.0001 par value: 250,000,000 shares authorized, 187,141,475 shares issued and 186,757,753 shares outstanding as of September 30, 2020; 176,975,628 shares issued and 176,591,907 shares outstanding as of December 31, 201919 18 
Treasury stock; 383,722 shares outstanding, at cost, as of September 30, 2020 and December 31, 2019, respectivelyTreasury stock; 383,722 shares outstanding, at cost, as of September 30, 2020 and December 31, 2019, respectively(2,403)(2,403)
Paid-in capitalPaid-in capital1,009,135  1,008,362  Paid-in capital1,128,979 1,008,362 
Accumulated deficitAccumulated deficit(119,533) (91,955) Accumulated deficit(117,870)(91,955)
Accumulated other comprehensive lossAccumulated other comprehensive loss(19,251) (7,195) Accumulated other comprehensive loss(15,229)(7,195)
Total stockholders’ equityTotal stockholders’ equity867,966  906,827  Total stockholders’ equity993,496 906,827 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITYTOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$2,626,265  $2,589,547  TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$2,668,490 $2,589,547 
The notes to unaudited condensed consolidated financial statements are an integral part of these statements.
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Table of Contents
OPTION CARE HEALTH, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 September 30,
Nine Months Ended 
 September 30,
2020201920202019 2020201920202019
NET REVENUENET REVENUE$740,848  $497,266  $1,446,288  $973,758  NET REVENUE$781,609 $615,880 $2,227,897 $1,589,638 
COST OF REVENUECOST OF REVENUE574,528  395,876  1,121,939  774,174  COST OF REVENUE607,456 478,107 1,729,395 1,252,281 
GROSS PROFITGROSS PROFIT166,320  101,390  324,349  199,584  GROSS PROFIT174,153 137,773 498,502 337,357 
OPERATING COSTS AND EXPENSES:OPERATING COSTS AND EXPENSES:OPERATING COSTS AND EXPENSES:
Selling, general and administrative expensesSelling, general and administrative expenses124,918  99,245  254,198  182,032  Selling, general and administrative expenses123,000 133,475 377,198 315,815 
Depreciation and amortization expenseDepreciation and amortization expense18,194  10,150  38,295  20,119  Depreciation and amortization expense16,597 16,023 54,892 36,142 
Total operating expenses Total operating expenses143,112  109,395  292,493  202,151   Total operating expenses139,597 149,498 432,090 351,957 
OPERATING INCOME (LOSS)OPERATING INCOME (LOSS)23,208  (8,005) 31,856  (2,567) OPERATING INCOME (LOSS)34,556 (11,725)66,412 (14,600)
OTHER INCOME (EXPENSE):OTHER INCOME (EXPENSE):OTHER INCOME (EXPENSE):
Interest expense, netInterest expense, net(31,432) (11,563) (59,519) (22,608) Interest expense, net(24,583)(21,509)(84,102)(44,117)
Equity in earnings of joint venturesEquity in earnings of joint ventures1,012  643  1,574  1,192  Equity in earnings of joint ventures790 826 2,364 2,018 
Other, netOther, net14  (101) 22  (177) Other, net(8,344)(6,810)(8,322)(6,679)
Total other expense Total other expense(30,406) (11,021) (57,923) (21,593)  Total other expense(32,137)(27,493)(90,060)(48,778)
LOSS BEFORE INCOME TAXES(7,198) (19,026) (26,067) (24,160) 
INCOME (LOSS) BEFORE INCOME TAXESINCOME (LOSS) BEFORE INCOME TAXES2,419 (39,218)(23,648)(63,378)
INCOME TAX EXPENSE (BENEFIT)INCOME TAX EXPENSE (BENEFIT)470  (5,423) 1,511  (6,845) INCOME TAX EXPENSE (BENEFIT)756 3,576 2,267 (3,269)
NET LOSS$(7,668) $(13,603) $(27,578) $(17,315) 
NET INCOME (LOSS)NET INCOME (LOSS)$1,663 $(42,794)$(25,915)$(60,109)
OTHER COMPREHENSIVE GAIN ( LOSS), NET OF TAX:
Change in unrealized gains (losses) on cash flow hedges, net of income tax expense (benefit) of $0, $(15), $0 and $227, respectively4,576  27  (12,056) (478) 
OTHER COMPREHENSIVE GAIN (LOSS)4,576  27  (12,056) (478) 
NET COMPREHENSIVE LOSS$(3,092) $(13,576) $(39,634) $(17,793) 
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized gains (losses) on cash flow hedges, net of income tax expense (benefit) of $0, $32, $0 and $259, respectivelyChange in unrealized gains (losses) on cash flow hedges, net of income tax expense (benefit) of $0, $32, $0 and $259, respectively4,022 (8,249)(8,034)(8,727)
OTHER COMPREHENSIVE INCOME (LOSS)OTHER COMPREHENSIVE INCOME (LOSS)4,022 (8,249)(8,034)(8,727)
NET COMPREHENSIVE INCOME (LOSS)NET COMPREHENSIVE INCOME (LOSS)$5,685 $(51,043)$(33,949)$(68,836)
LOSS PER COMMON SHARE
Net loss per share, basic and diluted$(0.04) $(0.10) $(0.16) $(0.12) 
EARNINGS (LOSS) PER COMMON SHARE:EARNINGS (LOSS) PER COMMON SHARE:
Earnings (loss) per share, basicEarnings (loss) per share, basic$0.01 $(0.26)$(0.14)$(0.40)
Earnings (loss) per share, dilutedEarnings (loss) per share, diluted$0.01 $(0.26)$(0.14)$(0.40)
Weighted average common shares outstanding, basic and diluted176,711  142,614  176,686  142,614  
Weighted average common shares outstanding, basicWeighted average common shares outstanding, basic184,232 162,894 179,220 149,448 
Weighted average common shares outstanding, dilutedWeighted average common shares outstanding, diluted184,822 162,894 179,220 149,448 
The notes to unaudited condensed consolidated financial statements are an integral part of these statements.
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Table of Contents
OPTION CARE HEALTH, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Six Months Ended 
 June 30,
Nine Months Ended September 30,
20202019 20202019
CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:
Net lossNet loss$(27,578) $(17,315) Net loss$(25,915)$(60,109)
Adjustments to reconcile net loss to net cash provided by operations:Adjustments to reconcile net loss to net cash provided by operations:Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization expenseDepreciation and amortization expense41,813  21,591  Depreciation and amortization expense60,054 38,997 
Non-cash operating lease costsNon-cash operating lease costs11,240  6,182  Non-cash operating lease costs13,020 15,246 
Deferred income taxes - netDeferred income taxes - net598  (7,912) Deferred income taxes - net897 (5,252)
Loss on extinguishment of debtLoss on extinguishment of debt8,349 5,469 
Amortization of deferred financing costsAmortization of deferred financing costs2,764  1,635  Amortization of deferred financing costs4,153 3,057 
Paid-in-kind interest capitalized as principalPaid-in-kind interest capitalized as principal7,525 
Loss on interest rate swaps upon discontinuing hedge accountingLoss on interest rate swaps upon discontinuing hedge accounting3,746  —  Loss on interest rate swaps upon discontinuing hedge accounting3,746 
Equity in earnings of joint venturesEquity in earnings of joint ventures(1,574) (1,192) Equity in earnings of joint ventures(2,364)(2,018)
Stock-based incentive compensation expenseStock-based incentive compensation expense1,418  1,153  Stock-based incentive compensation expense2,588 3,898 
Other adjustmentsOther adjustments(769) 61  Other adjustments1,589 1,046 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accounts receivable, netAccounts receivable, net4,194  26,050  Accounts receivable, net3,496 71,029 
InventoriesInventories(33,239) 8,321  Inventories(39,602)(6,212)
Prepaid expenses and other current assetsPrepaid expenses and other current assets1,199  6,527  Prepaid expenses and other current assets(8,724)1,447 
Accounts payableAccounts payable36,422  (18,692) Accounts payable66,508 (36,157)
Accrued compensation and employee benefitsAccrued compensation and employee benefits1,977  (7,338) Accrued compensation and employee benefits5,461 5,312 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities13,767  7,609  Accrued expenses and other current liabilities16,768 (3,846)
Operating lease liabilitiesOperating lease liabilities(9,382) (5,442) Operating lease liabilities(11,976)(11,922)
Other noncurrent assets and liabilitiesOther noncurrent assets and liabilities6,794  1,168  Other noncurrent assets and liabilities(3,845)(3,415)
Net cash provided by operating activitiesNet cash provided by operating activities53,390  22,406  Net cash provided by operating activities101,728 16,570 
CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipmentAcquisition of property and equipment(9,269) (8,502) Acquisition of property and equipment(12,871)(13,150)
Other investing cash flowsOther investing cash flows541  636  Other investing cash flows541 636 
Business acquisitions, net of cash acquiredBusiness acquisitions, net of cash acquired(700,170)
Net cash used in investing activitiesNet cash used in investing activities(8,728) (7,866) Net cash used in investing activities(12,330)(712,684)
CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:
Redemptions to related partiesRedemptions to related parties—  (2,000) Redemptions to related parties(2,000)
Sale of management notes receivableSale of management notes receivable1,310 
Exercise of stock options, vesting of restricted stock, and related tax withholdingsExercise of stock options, vesting of restricted stock, and related tax withholdings(645) —  Exercise of stock options, vesting of restricted stock, and related tax withholdings(904)(2,497)
Proceeds from debtProceeds from debt981,050 
Repayments of debt principalRepayments of debt principal(4,625) (2,076) Repayments of debt principal(6,937)(2,075)
Retirement of debt obligationsRetirement of debt obligations(125,000)(226,738)
Deferred financing costsDeferred financing costs(36,538)
Net proceeds from issuance of common stockNet proceeds from issuance of common stock118,934 
Other financing cash flowsOther financing cash flows11,651  —  Other financing cash flows(2,500)
Net cash provided by (used in) financing activities6,381  (4,076) 
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(16,407)712,512 
NET INCREASE IN CASH AND CASH EQUIVALENTSNET INCREASE IN CASH AND CASH EQUIVALENTS51,043  10,464  NET INCREASE IN CASH AND CASH EQUIVALENTS72,991 16,398 
Cash and cash equivalents - beginning of the periodCash and cash equivalents - beginning of the period67,056  36,391  Cash and cash equivalents - beginning of the period67,056 36,391 
CASH AND CASH EQUIVALENTS - END OF PERIODCASH AND CASH EQUIVALENTS - END OF PERIOD$118,099  $46,855  CASH AND CASH EQUIVALENTS - END OF PERIOD$140,047 $52,789 
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Cash paid for interest Cash paid for interest$53,199  $15,156   Cash paid for interest$73,224 $35,531 
Cash paid for income taxes Cash paid for income taxes$1,887  $1,060   Cash paid for income taxes$2,373 $1,617 
Cash paid for operating leasesCash paid for operating leases$13,388  $9,299  Cash paid for operating leases$19,941 $15,248 
The notes to unaudited condensed consolidated financial statements are an integral part of these statements.
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Table of Contents

OPTION CARE HEALTH, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN THOUSANDS)
Preferred StockCommon StockTreasury StockPaid-in CapitalManagement Notes ReceivableAccumulated DeficitAccumulated Other Comprehensive (Loss)
Income
Total Stockholders’ EquityPreferred StockCommon StockTreasury StockPaid-in CapitalManagement Notes ReceivableAccumulated DeficitAccumulated Other Comprehensive (Loss)
Income
Total Stockholders’ Equity
Balance - December 31, 2018Balance - December 31, 2018$—  $14  $—  $619,621  $(1,619) $(16,035) $844  $602,825  Balance - December 31, 2018$$14 $$619,621 $(1,619)$(16,035)$844 $602,825 
Interest on management notes receivableInterest on management notes receivable—  —  —  —  (21) —  —  (21) Interest on management notes receivable— — — — (21)— — (21)
Stockholders' redemptionStockholders' redemption—  —  —  (2,000) —  —  —  (2,000) Stockholders' redemption— — — (2,000)— — — (2,000)
Stock-based incentive compensationStock-based incentive compensation—  —  —  584  —  —  —  584  Stock-based incentive compensation— — — 584 — — — 584 
Net lossNet loss—  —  —  —  —  (3,712) —  (3,712) Net loss— — — — — (3,712)— (3,712)
Other comprehensive lossOther comprehensive loss—  —  —  —  —  —  (505) (505) Other comprehensive loss— — — — — — (505)(505)
Balance - March 31, 2019Balance - March 31, 2019$—  $14  $—  $618,205  $(1,640) $(19,747) $339  $597,171  Balance - March 31, 2019$$14 $$618,205 $(1,640)$(19,747)$339 $597,171 
Interest on management notes receivableInterest on management notes receivable—  —  —  —  (18) —  —  (18) Interest on management notes receivable— — — — (18)— — (18)
Stockholders' redemptionStockholders' redemption—  —  —  (371) 371  —  —  —  Stockholders' redemption— — — (371)371 — — 
Stock-based incentive compensationStock-based incentive compensation—  —  —  569  —  —  —  569  Stock-based incentive compensation— — — 569 — — — 569 
Net lossNet loss—  —  —  —  —  (13,603) —  (13,603) Net loss— — — — — (13,603)— (13,603)
Other comprehensive incomeOther comprehensive income—  —  —  —  —  —  27  27  Other comprehensive income— — — — — — 27 27 
Balance - June 30, 2019Balance - June 30, 2019$—  $14  $—  $618,403  $(1,287) $(33,350) $366  $584,146  Balance - June 30, 2019$$14 $$618,403 $(1,287)$(33,350)$366 $584,146 
Interest on management notes receivableInterest on management notes receivable— — — — (23)— — (23)
Repayment of management notes receivableRepayment of management notes receivable— — — — 1,310 — — 1,310 
Purchase of BioScrip, Inc.Purchase of BioScrip, Inc.— — 387,040 — — — 387,044 
Stock-based incentive compensationStock-based incentive compensation— — — 2,745 — — — 2,745 
Exercise of stock options, vesting of restricted stock and related tax withholdingsExercise of stock options, vesting of restricted stock and related tax withholdings— — (2,399)(98)— — — (2,497)
Net lossNet loss— — — — — (42,794)— (42,794)
Other comprehensive lossOther comprehensive loss— — — — — — (8,249)(8,249)
Balance - September 30, 2019Balance - September 30, 2019$$18 $(2,399)$1,008,090 $$(76,144)$(7,883)$921,682 
Balance - December 31, 2019Balance - December 31, 2019$—  $18  $(2,403) $1,008,362  $—  $(91,955) $(7,195) $906,827  Balance - December 31, 2019$$18 $(2,403)$1,008,362 $$(91,955)$(7,195)$906,827 
Exercise of stock options, vesting of restricted stock and related tax withholdingsExercise of stock options, vesting of restricted stock and related tax withholdings—  —  —  (549) —  —  —  (549) Exercise of stock options, vesting of restricted stock and related tax withholdings— — — (549)— — — (549)
Stock-based incentive compensationStock-based incentive compensation—  —  —  757  —  —  —  757  Stock-based incentive compensation— — — 757 — — — 757 
Net lossNet loss—  —  —  —  —  (19,910) —  (19,910) Net loss— — — — — (19,910)— (19,910)
Other comprehensive lossOther comprehensive loss—  —  —  —  —  —  (16,632) (16,632) Other comprehensive loss— — — — — — (16,632)(16,632)
Balance - March 31, 2020Balance - March 31, 2020—  18  (2,403) 1,008,570  —  (111,865) (23,827) 870,493  Balance - March 31, 2020$$18 $(2,403)$1,008,570 $$(111,865)$(23,827)$870,493 
Exercise of stock options, vesting of restricted stock and related tax withholdingsExercise of stock options, vesting of restricted stock and related tax withholdings—  —  —  (96) —  —  —  (96) Exercise of stock options, vesting of restricted stock and related tax withholdings— — — (96)— — — (96)
Stock-based incentive compensationStock-based incentive compensation—  —  —  661  —  —  —  661  Stock-based incentive compensation— — — 661 — — — 661 
Net lossNet loss—  —  —  —  —  (7,668) —  (7,668) Net loss— — — — — (7,668)— (7,668)
Other comprehensive incomeOther comprehensive income—  —  —  —  —  —  4,576  4,576  Other comprehensive income— — — — — — 4,576 4,576 
Balance - June 30, 2020Balance - June 30, 2020$—  $18  $(2,403) $1,009,135  $—  $(119,533) $(19,251) $867,966  Balance - June 30, 2020$$18 $(2,403)$1,009,135 $$(119,533)$(19,251)$867,966 
Exercise of stock options, vesting of restricted stock and related tax withholdingsExercise of stock options, vesting of restricted stock and related tax withholdings— — — (259)— — — (259)
Stock-based incentive compensationStock-based incentive compensation— — — 1,170 — — — 1,170 
Net proceeds from the issuance of common stockNet proceeds from the issuance of common stock— — 118,933 — — — 118,934 
Net incomeNet income— — — — — 1,663 — 1,663 
Other comprehensive incomeOther comprehensive income— — — — — — 4,022 4,022 
Balance - September 30, 2020Balance - September 30, 2020$$19 $(2,403)$1,128,979 $$(117,870)$(15,229)$993,496 
The notes to unaudited condensed consolidated financial statements are an integral part of these statements.
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OPTION CARE HEALTH, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS
Corporate Organization and Business — HC Group Holdings II, Inc. (“HC II”) was incorporated under the laws of the State of Delaware on January 7, 2015, with its sole shareholder being HC Group Holdings I, LLC. (“HC I”). On April 7, 2015, HC I and HC II collectively acquired Walgreens Infusion Services, Inc. and its subsidiaries from Walgreen Co., and the business was rebranded as Option Care (“Option Care”).
On March 14, 2019, HC I and HC II entered into a definitive agreement (the “Merger Agreement”) to merge with and into a wholly-owned subsidiary of BioScrip, Inc. (“BioScrip”), a national provider of infusion and home care management solutions, along with certain other subsidiaries of BioScrip and HC II. The merger contemplated by the Merger Agreement (the “Merger”) was completed on August 6, 2019 (the “Merger Date”). The Merger was accounted for as a reverse merger under the acquisition method of accounting for business combinations with Option Care being considered the accounting acquirer and BioScrip being considered the legal acquirer.
Under the terms of the Merger Agreement, shares of HC II common stock issued and outstanding immediately prior to the Merger Date were converted into 135,565,392 shares of BioScrip common stock, par value $0.0001 (the “BioScrip common stock”). BioScrip also issued an additional 7,048,357 shares to HC I in respect of certain outstanding unvested contingent restricted stock units of BioScrip, which are held in escrow to prevent dilution related to potential additional vesting on certain share-based instruments. See Note 16,15, Stockholders’ Equity, for additional discussion of these shares held in escrow. In conjunction with the Merger, holders of BioScrip preferred shares and certain warrants received 864,603 additional shares of BioScrip common stock and preferred shares were repurchased for $125.8 million of cash. In addition, all legacy BioScrip debt was settled for $575.0 million. As a result of the Merger, BioScrip’s stockholders holdheld approximately 19.3% of the combined company, and HC I holdsheld approximately 80.7% of the combined company. Following the close of the transaction, BioScrip was rebranded as Option Care Health, Inc. (“Option Care Health”, or the “Company”). The combined company’s stock is listed on the Nasdaq Global Select Market as of JuneSeptember 30, 2020. See Note 3, Business Acquisitions, for further discussion onof the Merger.
Option Care Health, and its wholly-owned subsidiaries, provides infusion therapy and other ancillary health care services through a national network of 104102 full service pharmacies. The Company contracts with managed care organizations, third-party payers, hospitals, physicians, and other referral sources to provide pharmaceuticals and complex compounded solutions to patients for intravenous delivery in the patients’ homes or other nonhospital settings. The Company operates in one segment, infusion services.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States and contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for interim financial reporting. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire year. These unaudited condensed consolidated financial statements do not include all of the information and notes to the financial statements required by GAAP for complete financial statements and should be read in conjunction with the 2019 audited consolidated financial statements, including the notes thereto, as presented in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2020.
Principles of Consolidation — The Company’s unaudited condensed consolidated financial statements include the accounts of Option Care Health, Inc. and its subsidiaries. The BioScrip results have been included in the consolidated financial results since the Merger Date. All intercompany transactions and balances are eliminated in consolidation.
The Company has investments in companies that are 50% owned and are accounted for as equity-method investments. The Company’s share of earnings from equity-method investments is included in the line entitled “Equity in earnings of joint ventures” in the consolidated statements of comprehensive income (loss). See Note 10, Equity-Method Investments, for further discussion of the Company’s equity-method investments.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
In April 2020, the Company received $11.7 million in Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) grant funds from the federal government, which are included in cash and cash equivalents in the Company’s unaudited condensed consolidated balance sheet as of June 30, 2020. The $11.7 million iswas reflected in the second quarter as a cash inflow from financing activities within other financing cash flows in the unaudited condensed consolidated statements of cash flows. The $11.7 million has been recorded as a component of accrued expenses and other current liabilities inDuring the Company’s unaudited condensed consolidated balance sheet as of June 30, 2020 asthird quarter, the Company intends to return thesereturned the funds as unused to the federal government.government, which was reflected as a cash outflow from financing activities within other financing cash flows in the unaudited condensed consolidated statements of cash flows.
Equity Method Investments — The Company’s investments in certain unconsolidated entities are accounted for under the equity method. The balance of these investments is included in other noncurrent assets in the accompanying condensed consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the balance of the investments were $16.6 million and $17.0 million, respectively. The investments are increased to reflect the Company’s capital contributions and equity in earning of the investees. The investments are decreased to reflect the Company’s equity in losses of the investees and for distributions received that are not in excess of the carrying amount of the investments. The Company’s proportionate share of earnings or losses of the investees are recorded in equity in earnings of joint ventures in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). The Company’s proportionate share of earnings was $0.8 million and $2.4 million for the three and nine months ended September 30, 2020. The Company’s proportionate share of earnings was $0.8 million and $2.0 million for the three and nine months ended September 30, 2019. Distributions from the investees are treated as cash inflows from operating activities within other adjustments in the unaudited condensed consolidated statements of cash flows. During the three and nine months ended September 30, 2020, the Company received distributions from the investees of $2.3 million and $2.8 million, respectively. During the three and nine months ended September 30, 2019, the Company received distributions from the investees of $0.5 million and $0.5 million, respectively. See Footnote 16, Related-Party Transactions, for discussion of related-party transactions with these investees.
Concentrations of Business Risk — The Company generates revenue from managed care contracts and other agreements with commercial third-party payers. Revenue related to the Company’s largest payer was approximately 16% and 15% for the three and sixnine months ended JuneSeptember 30, 2020. Revenue related to the Company’s largest payer was approximately 18%15% and 21%13% for the three and sixnine months ended JuneSeptember 30, 2019, respectively. In December 2019, the Company renewed and expanded its multi-year contract with this payer. The contract renewal was effective in February 2020 for a two-yeartwo-year term and auto-renews at the end of that term. There were no other managed care contracts that represent greater than 10% of revenue for the periods presented.
For the three and sixnine months ended JuneSeptember 30, 2020, approximately 12%16% and 12%14%, respectively, of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid. For the three and sixnine months ended JuneSeptember 30, 2019, approximately 13% and 13%12%, respectively, of the Company’s revenue was reimbursable through direct government healthcare programs, such as Medicare and Medicaid. As of JuneSeptember 30, 2020 and December 31, 2019, respectively, approximately 13% and 12%, respectively, of the Company’s accounts receivable was related to these programs. Governmental programs pay for services based on fee schedules and rates that are determined by the related governmental agency. Laws and regulations pertaining to government programs are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change in the near term.
The Company does not require its patients nor other payers to carry collateral for any amounts owed for goods or services provided. Other than as discussed above, concentration of credit risk relating to trade accounts receivable is limited due to the Company’s diversity of patients and payers. Further, the Company generally does not provide charity care.
For the three and sixnine months ended JuneSeptember 30, 2020, approximately 72%71% and 72%, respectively, of the Company’s pharmaceutical and medical supply purchases were from three vendors. For the three and sixnine months ended JuneSeptember 30, 2019, approximately 73%69% and 74%72%, respectively, of the Company’s pharmaceutical and medical supply purchases were from three vendors. Although there are a limited number of suppliers, the Company believes that other vendors could provide similar products on comparable terms. However, a change in suppliers could cause delays in service delivery and possible losses in revenue, which could adversely affect the Company’s financial condition or operating results. Although there is uncertainty regarding the COVID-19 pandemic, as of JuneSeptember 30, 2020 the Company has been able to maintain adequate levels of supplies and pharmaceuticals to support its operations.

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Recently-Adopted Accounting Pronouncements — In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. The Amendments in ASU 2016-13 eliminate the probable threshold for initial recognition of a credit loss in current GAAP and reflect an entity’s current estimate of all expected credit losses. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and is to be applied using a modified retrospective transition method. The Company adopted the standard as of January 1, 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
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3. BUSINESS ACQUISITIONS
Merger with BioScrip, Inc. — As discussed in Note 1, Nature of Operations and Presentation of Financial Statements, Option Care merged with BioScrip on August 6, 2019. BioScrip was a national provider of infusion and home care management solutions. The Merger of Option Care and BioScrip into Option Care Health createscreated an expanded national platform and the opportunity to drive economies of scale through procurement savings, facility rationalization and other operating cost savings.
The fair value of purchase consideration transferred on the closing date includes the value of the number of shares of the combined company owned by BioScrip shareholders at closing of the Merger, the value of common shares issued to certain warrant and preferred shareholders in conjunction with the Merger, the fair value of stock-based instruments that were vested or earned as of the Merger, and cash payments made in conjunction with the Merger. The fair value per share of BioScrip’s common stock was $2.67 per share. This is the closing price of the BioScrip common stock on August 6, 2019.
Under the acquisition method of accounting, the calculation of total consideration exchanged is as follows (in thousands):
Amount
Number of BioScrip common shares outstanding at time of the Merger (1)129,181 
Common shares issued to warrant and preferred stockholders at time of the Merger (1)3,458 
Total shares of BioScrip common stock outstanding at time of the Merger (1)132,639 
BioScrip share price as of August 6, 2019$2.67 
Fair value of common shares$354,146 
Fair value of share-based instruments$32,898 
Cash paid in conjunction with the Merger included in purchase consideration$714,957 
Fair value of total consideration transferred$1,102,001 
Less: cash acquired$14,787 
Fair value of total consideration acquired, net of cash acquired$1,087,214 
(1) These shares were not adjusted for the one share for four share reverse stock split effective on February 3, 2020. See Note 16,15, Stockholders’ Equity, for further discussion onof the one share for four share reverse stock split.
Cash paid in conjunction with the Merger includes payments made for settlement of $575.0 million in legacy BioScrip debt, $125.8 million in existing BioScrip preferred shares, and $14.1 million in legacy BioScrip success-based fees owed to third-party advisors. HC II financed these payments primarily through cash on hand and debt financing.

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The Company's allocation of consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed, in the Merger is based on estimated fair values as of the Merger Date. As of June 30, 2020 the Company has finalized the valuation of the acquisition. The following is an allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Merger is as of August 6, 2019follows (in thousands):
Amount
Accounts receivable, net (1)$96,532 
Inventories (2)19,683 
Property and equipment, net (3)48,732 
Intangible assets, net (4)193,245 
Deferred tax assets, net of deferred tax liabilities (5)26,731 
Operating lease right-of-use asset (6)22,378 
Operating lease liability (6)(28,897)
Accounts payable (7)(66,668)
Other assumed liabilities, net of other acquired assets (7)(20,663)
Total acquired identifiable assets and liabilities291,073 
Goodwill (8)796,141 
Total consideration transferred$1,087,214 
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(1)Management has valued accounts receivables based on the estimated future collectability of the receivables portfolio.
(2)Inventories are stated at fair value as of the Merger Date.
(3)The fair value of the property and equipment was determined based upon the best and highest use of the property with final values determined based upon an analysis of the cost, sales comparison, and income capitalization approaches for each property appraised.
(4)The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands):
Fair ValueWeighted Average Estimated Life (in years)
Trademarks/Names$12,536 2
Patient referral sources180,329 20
Licenses380 1.5
Total intangible assets, net$193,245 18.8
The Company valued trademarks/names utilizing the relief of royalty method and patient referral sources utilizing the multi-period excess earnings method, a form of the income approach.
(5)Net deferred tax assets represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. See Note 5, Income Taxes, for additional discussion of the Company’s combined income tax position subsequent to the Merger.
(6)The fair value of the operating lease liability and corresponding right-of-use asset (current and long-term) was based on current market rates available to the Company.
(7)Accounts payable as well as certain other current and non-current assets and liabilities are stated at fair value as of the Merger Date.
(8)The Merger resulted in $796.1 million of goodwill, which is attributable to cost synergies resulting from procurement and operational efficiencies and elimination of duplicative administrative costs. The goodwill created in the Merger is not expected to be deductible for tax purposes.
Assuming BioScrip had been acquired as of January 1, 2018, and the results of BioScrip had been included in operations beginning on January 1, 2018, the unaudited pro forma results of operations for the three and sixnine months ended JuneSeptember 30, 2019 were net revenue of $688.8$690.4 million and $1,344.2$2,034.6 million, respectively, and net loss of $13.5$18.7 million and $35.5$54.2 million, respectively. The pro forma net loss adjusts for the effect of fair value adjustments related to the Merger, transaction costs and other non-recurring costs directly attributable to the Merger and the impact of the additional debt to finance the Merger. Unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the Merger been completed on the date indicated or the future operating results.
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4. REVENUE
The following table sets forth the net revenue earned by category of payer for the three and sixnine months ended JuneSeptember 30, 2020 and 2019 (in thousands):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
20202019202020192020201920202019
Commercial payersCommercial payers$642,726  $439,747  $1,248,720  $847,554  Commercial payers$644,385 $525,927 $1,893,105 $1,373,481 
Government payersGovernment payers95,124  52,062  181,395  114,595  Government payers127,435 80,280 308,830 194,875 
PatientsPatients2,998  5,457  16,173  11,609  Patients9,789 9,673 25,962 21,282 
Net revenueNet revenue$740,848  $497,266  $1,446,288  $973,758  Net revenue$781,609 $615,880 $2,227,897 $1,589,638 
5. INCOME TAXES
During the three and sixnine months ended JuneSeptember 30, 2020, the Company recorded tax expense of $0.5$0.8 million and $1.5$2.3 million, respectively, which represents an effective tax rate of (6.5)%31.3% and (5.8)(9.6)%, respectively. During the three and sixnine months ended JuneSeptember 30, 2019 the Company recorded a tax benefitexpense (benefit) of $5.4$3.6 million and $6.8$(3.3) million, respectively, which represents an effective tax rate of 28.5%(9.1)% and 28.3%5.2%, respectively.
The Company continues to maintainmaintains a full valuation allowance against all of its net U.S. federal and state deferred tax assets with the exception of $0.7$0.6 million of estimated state net operating losses (“NOL”). In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities, including the effect in available carryback and carryforward periods, projected taxable income and tax-planning strategies, in making this assessment. On a quarterly basis, the Company evaluates all positive and negative evidence in determining if the valuation allowance is fairly stated.
Based on the Company’s full valuation allowance, as noted above, the Company’s tax expense for the three and sixnine months ended JuneSeptember 30, 2020 of $0.5$0.8 million and $1.5$2.3 million consists of quarterly tax liabilities attributable to specific state tax returnstaxing authorities as well as recognized deferred tax expense.
The Company recorded no income tax expense or benefit for the three or sixnine months ended JuneSeptember 30, 2020 and 2019 associated with the tax provisions of the CARES Act.

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6. EARNINGS (LOSS) EARNINGS PER SHARE
The Company presents basic and diluted earnings (loss) earnings per share for its common stock. Basic earnings (loss) earnings per share is calculated by dividing the net income (loss) income of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) earnings per share is determined by adjusting the profit or loss and the weighted average number of shares of common stock outstanding for the effects of all potentially dilutive potential common shares.securities.
As a result of the Merger, which has been accounted for as a reverse merger, all historical per share data and number of shares and equity awards were retroactively adjusted. The earnings (loss) earnings is used as the basis of determining whether the inclusion of common stock equivalents would be anti-dilutive. Accordingly, theThe computation of diluted shares for the three and six months ended JuneSeptember 30, 2020 excludesincludes the effect of shares that would be issued in connection with warrants, stock options and restricted stock awards, as these common stock equivalents are dilutive to the earnings per share recorded in the quarter. The computation of diluted shares for the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019 excludes the effect of these common stock equivalents as their inclusion would be anti-dilutive to the loss per share.share recorded in those periods. As of JuneSeptember 30, 2020 there were 2,328,120 warrants, 497,517424,878 stock options and 562,575600,483 restricted stock awards outstanding that were excluded from the calculation of earnings (loss) per share for the nine months ended September 30, 2020 as they would be anti-dilutive. There are 0 dilutive potential common sharesAs of September 30, 2019, there were 2,987,336 warrants, 657,846 stock options and 109,905 restricted stock awards outstanding that were excluded from the calculation of earnings (loss) per share for the three and sixnine months ended JuneSeptember 30, 2019.2019 as they would be anti-dilutive.
The following table presents the Company’s basic and dilutedearnings (loss) earnings per share and shares outstanding (in thousands, except per share data):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
20202019202020192020201920202019
Numerator:Numerator:  Numerator:
Net loss$(7,668) $(13,603) $(27,578) $(17,315) 
Net income (loss)Net income (loss)$1,663 $(42,794)$(25,915)$(60,109)
Denominator:Denominator:  Denominator:
Weighted average number of common shares outstandingWeighted average number of common shares outstanding176,711  142,614  176,686  142,614  Weighted average number of common shares outstanding184,232 162,894 179,220 149,448 
Loss per Common Share:
Loss per common share, basic and diluted$(0.04) $(0.10) $(0.16) $(0.12) 
Earnings (loss) per common share:Earnings (loss) per common share:
Earnings (loss) per common share, basicEarnings (loss) per common share, basic$0.01 $(0.26)$(0.14)$(0.40)
The following table presents the Company’s diluted earnings (loss) per share and shares outstanding (in thousands, except per share data):
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Numerator:  
Net income (loss)$1,663 $(42,794)$(25,915)$(60,109)
Denominator:  
Weighted average number of common shares outstanding184,232 162,894 179,220 149,448 
Effect of dilutive securities590 
Weighted average number of common shares outstanding, diluted184,822 162,894 179,220 149,448 
Earnings (loss) per common share:
Earnings (loss) per common share, diluted$0.01 $(0.26)$(0.14)$(0.40)

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7. LEASES
During the three and sixnine months ended JuneSeptember 30, 2020, the Company incurred operating lease expenses of $7.6 million and $15.3$23.0 million, respectively, including short-term lease expense, which were included as a component of selling, general and administrative expense in the unaudited condensed consolidated statements of comprehensive income (loss). During the three and sixnine months ended JuneSeptember 30, 2019, the Company incurred operating lease expense of $5.6$7.4 million and $10.8$21.5 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income (loss). As of JuneSeptember 30, 2020, the weighted-average remaining lease term was 5.26.8 years and the weighted-average discount rate was 5.48%5.30%.
Operating leases mature as follows (in thousands):
Fiscal Year Ending December 31,Fiscal Year Ending December 31,Minimum PaymentsFiscal Year Ending December 31,Minimum Payments
20202020$11,895  2020$8,688 
2021202119,591  202122,799 
2022202214,192  202217,417 
2023202310,774  202313,698 
202420248,009  202410,177 
ThereafterThereafter18,328  Thereafter36,473 
Total lease paymentsTotal lease payments$82,789  Total lease payments$109,252 
Less: InterestLess: Interest13,538  Less: Interest22,529 
Present value of lease liabilitiesPresent value of lease liabilities$69,251  Present value of lease liabilities$86,723 
During the three and sixnine months ended JuneSeptember 30, 2020,2019, the Company did not enter into any significant new operating or financing leases. As of JuneDuring the three and nine months ended September 30, 2020, the Company has entered into 1 build-to-suitcommenced new leases, extensions and amendments, resulting in non-cash investing and financing activities in the unaudited condensed consolidated statements of cash flow of $20.1 million related to increases in the operating lease agreement for a termright-of-use asset and operating lease liabilities, respectively. As of 15 yearsSeptember 30, 2020, the Company did not have any significant operating or financing leases that hashad not yet commenced. The lease will require minimum lease payments over its life of approximately $22.9 million.

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8. PROPERTY AND EQUIPMENT
Property and equipment was as follows as of JuneSeptember 30, 2020 and December 31, 2019 (in thousands):
June 30, 2020December 31, 2019September 30, 2020December 31, 2019
Infusion pumpsInfusion pumps$33,546  $30,416  Infusion pumps$33,368 $30,416 
Equipment, furniture and otherEquipment, furniture and other48,177  51,454  Equipment, furniture and other49,931 51,454 
Leasehold improvementsLeasehold improvements79,589  80,916  Leasehold improvements79,828 80,916 
Computer software, purchased and internally developedComputer software, purchased and internally developed35,079  34,884  Computer software, purchased and internally developed36,567 34,884 
Assets under developmentAssets under development6,521  14,150  Assets under development7,284 14,150 
202,912  211,820  206,978 211,820 
Less: accumulated depreciationLess: accumulated depreciation85,283  78,622  Less: accumulated depreciation93,961 78,622 
Property and equipment, netProperty and equipment, net$117,629  $133,198  Property and equipment, net$113,017 $133,198 
Depreciation expense is recorded within cost of revenue and operating expenses within the unaudited condensed consolidated statements of comprehensive income (loss), depending on the nature of the underlying fixed assets. The depreciation expense included in cost of revenue relates to revenue-generating assets, such as infusion pumps. The depreciation expense included in operating expenses is related to infrastructure items, such as furniture, computer and office equipment, and leasehold improvements. The following table presents the amount of depreciation expense recorded in cost of revenue and operating expenses for the three and sixnine months ended JuneSeptember 30, 2020 and 2019 (in thousands):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
20202019202020192020201920202019
Depreciation expense in cost of revenueDepreciation expense in cost of revenue$1,747  $691  $3,489  $1,471  Depreciation expense in cost of revenue$1,643 $1,384 $5,161 $2,855 
Depreciation expense in operating expensesDepreciation expense in operating expenses9,412  5,255  20,731  10,328  Depreciation expense in operating expenses7,814 8,522 28,546 18,849 
Total depreciation expenseTotal depreciation expense$11,159  $5,946  $24,220  $11,799  Total depreciation expense$9,457 $9,906 $33,707 $21,704 

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9. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill consists of the following activity for the three and sixnine months ended JuneSeptember 30, 2020 (in thousands):
Balance at December 31, 2019$1,425,542 
Purchase accounting adjustments2,341 
Balance at March 31, 2020$1,427,883 
Purchase accounting adjustments727
Balance at June 30, 2020$1,428,610 
Changes0
Balance at September 30, 2020$1,428,610 
There was no changeChanges in the carrying amount of goodwill consists of the following activity for the three or sixand nine months ended JuneSeptember 30, 2019.2019 (in thousands):

Balance at December 31, 2018$632,469 
Changes0
Balance at March 31, 2019$632,469 
Changes0
Balance at June 30, 2019$632,469 
Acquisitions786,904 
Balance at September 30, 2019$1,419,373 
The carrying amount and accumulated amortization of intangible assets consists of the following as of JuneSeptember 30, 2020 and December 31, 2019 (in thousands):
June 30, 2020December 31, 2019September 30, 2020December 31, 2019
Gross intangible assets:Gross intangible assets:Gross intangible assets:
Referral sourcesReferral sources$438,121  $438,121  Referral sources$438,121 $438,121 
Trademarks/namesTrademarks/names44,536  44,536  Trademarks/names44,536 44,536 
Other amortizable intangible assetsOther amortizable intangible assets402  402  Other amortizable intangible assets402 402 
Total gross intangible assetsTotal gross intangible assets483,059  483,059  Total gross intangible assets483,059 483,059 
Accumulated amortization:Accumulated amortization:Accumulated amortization:
Referral sourcesReferral sources(97,396) (84,295) Referral sources(103,947)(84,295)
Trademarks/namesTrademarks/names(16,946) (12,748) Trademarks/names(19,046)(12,748)
Other amortizable intangible assetsOther amortizable intangible assets(236) (106) Other amortizable intangible assets(300)(106)
Total accumulated amortizationTotal accumulated amortization(114,578) (97,149) Total accumulated amortization(123,293)(97,149)
Total intangible assets, netTotal intangible assets, net$368,481  $385,910  Total intangible assets, net$359,766 $385,910 
Amortization expense for intangible assets was $8.8 million and $17.6$26.3 million for the three and sixnine months ended JuneSeptember 30, 2020, respectively. Amortization expense for intangible assets was $4.9$7.5 million and $9.8$17.3 million for the three and sixnine months ended JuneSeptember 30, 2019, respectively.
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10. EQUITY-METHOD INVESTMENTS
The Company’s 2 equity-method investments totaled $18.0 million and $17.0 million as of June 30, 2020 and December 31, 2019, respectively, and are included in other noncurrent assets in the accompanying condensed consolidated balance sheets. The Company’s related proportionate share of earnings is recorded in equity in earnings of joint ventures in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). For the three and six months ended June 30, 2020, the Company’s proportionate share of earnings in its investments was $1.0 million and $1.6 million, respectively. For the three and six months ended June 30, 2019, the Company’s proportionate share of earnings in its investment was $0.6 million and $1.2 million, respectively.
Legacy Health Systems
— The Company’s 50% ownership interest in this limited liability company, which provides infusion pharmacy services, expands the Company’s presence in the Portland, Oregon market. In 2005, Option Care’s initial cash investment in this joint venture was $1.3 million. The Company received a capital distribution from this investment of $0 and $0.5 million for the three and six months ended June 30, 2020. The Company did 0t receive a capital distribution from this investment for the three or six months ended June 30, 2019. The following presents condensed financial information as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019 (in thousands).
Consolidated statements of comprehensive income (loss) data:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net revenue$6,520  $4,789  $12,011  $9,396  
Cost of revenue4,772  3,432  8,712  6,799  
Gross profit1,748  1,357  3,299  2,597  
Net income633  257  1,150  507  
Equity in net income316  129  574  254  
Consolidated balance sheet data:
As of
June 30, 2020December 31, 2019
Current assets$8,401  $7,643  
Noncurrent assets3,387  3,846  
Current liabilities1,213  903  
Noncurrent liabilities498  659  

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Vanderbilt Health Services — The Company’s 50% ownership interest in this limited liability company, which provides infusion pharmacy services, expands the Company’s presence in the Nashville, Tennessee market. In 2009, Option Care contributed both cash and certain operating assets into the joint venture for a total initial investment of $1.1 million. The following presents condensed financial information as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019 (in thousands).
Consolidated statements of comprehensive income (loss) data:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net revenue$11,972  $9,925  $22,480  $19,163  
Cost of revenue9,341  7,468  17,981  14,517  
Gross profit2,631  2,457  4,499  4,646  
Net income1,391  1,028  1,999  1,876  
Equity in net income696  514  1,000  938  
Consolidated balance sheet data:
As of
June 30, 2020December 31, 2019
Current assets$14,684  $11,111  
Noncurrent assets1,699  2,033  
Current liabilities2,680  1,228  
Noncurrent liabilities745  956  
11.10. INDEBTEDNESS
Long-term debt consisted of the following as of JuneSeptember 30, 2020 (in thousands):
Principal AmountDiscountDebt Issuance CostsNet BalancePrincipal AmountDiscountDebt Issuance CostsNet Balance
ABL facilityABL facility$—  $—  $—  $—  ABL facility$$$$— 
First lien term loanFirst lien term loan920,375  (7,836) (21,295) 891,244  First lien term loan918,063 (7,546)(20,506)890,011 
Second lien notesSecond lien notes412,256  (11,269) (7,596) 393,391  Second lien notes294,781 (7,590)(5,116)282,075 
$1,332,631  $(19,105) $(28,891) 1,284,635  $1,212,844 $(15,136)$(25,622)1,172,086 
Less: current portionLess: current portion(9,250) Less: current portion(9,250)
Total long-term debtTotal long-term debt$1,275,385  Total long-term debt$1,162,836 
Long-term debt consisted of the following as of December 31, 2019 (in thousands):
Principal AmountDiscountDebt Issuance CostsNet BalancePrincipal AmountDiscountDebt Issuance CostsNet Balance
ABL facilityABL facility$—  $—  $—  $—  ABL facility$$$$
First lien term loanFirst lien term loan925,000  (8,399) (22,825) 893,776  First lien term loan925,000 (8,399)(22,825)893,776 
Second lien notesSecond lien notes412,256  (11,672) (7,864) 392,720  Second lien notes412,256 (11,672)(7,864)392,720 
$1,337,256  $(20,071) $(30,689) 1,286,496  $1,337,256 $(20,071)$(30,689)1,286,496 
Less: current portionLess: current portion(9,250) Less: current portion(9,250)
Total long-term debtTotal long-term debt$1,277,246  Total long-term debt$1,277,246 
The interest rate on the first lien term loan was 4.68%4.65% and 6.20% as of JuneSeptember 30, 2020 and December 31, 2019, respectively. The weighted average interest rate incurred on the first lien term loan was 5.02%4.67% and 5.60%5.29% for the three and sixnine months ended JuneSeptember 30, 2020. The weighted average interest rate incurred on the first lien term loan was 6.67% for the period August 6, 2019 through September 30, 2019. The weighted average interest rate incurred on the previous first lien term loan was 6.22%6.06% and 6.24%6.20% for the three and sixnine months ended JuneSeptember 30, 2019, respectively, prior to the retirement of the previous credit facilities on August 6, 2019. The interest rate on the second lien notes was 10.25%9.00% and 10.66% as of JuneSeptember 30, 2020 and December 31, 2019, respectively. The weighted average interest incurred on the second lien notes was 10.33%9.51% and 10.44%10.17% for the three and sixnine months ended JuneSeptember 30, 2020. The weighted average interest rate incurred on the second lien notes was 10.89% for the period August 6, 2019 through September 30, 2019. The weighted average interest incurred on the previous second lien term loan was 11.34%11.02% and 11.45%11.36% for the three and sixnine months ended JuneSeptember 30, 2019.
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Table2019, respectively, prior to the retirement of Contents
the previous credit facilities on August 6, 2019.
The Company elected to pay-in-kind (“PIK”) the quarterly interest payment due in August 2020 for the second lien notes, which will resultresulted in the Company capitalizing $10.8$7.5 million in interest expense to the principal balance of the second lien term loan on the interest payment date. In connection with the PIK election, the Company was charged an additional 1.00% in interest expense during the quarterly interest period.
Subsequent to JuneDuring the three months ended September 30, 2020, the Company completed a public offering of stock for net proceeds of approximately $118$118.9 million. Those proceeds, and availablealong with additional cash will beon hand, were used to prepay $125.0 million of the second lien notes.notes, which is reflected as a cash outflow from financing activities in the Company’s unaudited condensed consolidated statements of cash flows. The Company recognized a loss on extinguishment of debt of $8.3 million, of which $2.5 million related to a prepayment penalty and $5.8 million related to deferred financing fees, which were written off upon extinguishment. The $2.5 million prepayment penalty was reflected as a cash outflow from financing activities in the unaudited condensed consolidated statements of cash flows. See Note 18,15, Subsequent EventsStockholders’ Equity, for further discussion.discussion of the public offering.
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Long-term debt matures as follows (in thousands):
Year Ending December 31,Year Ending December 31,Minimum PaymentsYear Ending December 31,Minimum Payments
20202020$4,625  2020$2,313 
202120219,250  20219,250 
202220229,250  20229,250 
202320239,250  20239,250 
202420249,250  20249,250 
ThereafterThereafter1,291,006  Thereafter1,173,531 
TotalTotal1,332,631  Total1,212,844 

During the three and sixnine months ended JuneSeptember 30, 2020 and 2019, the Company engaged in hedging activities to limit its exposure to changes in interest rates. See Note 12,11, Derivative Instruments, for further discussion.
The following table presents the estimated fair values of the Company’s debt obligations as of JuneSeptember 30, 2020 (in thousands):
Financial InstrumentFinancial InstrumentCarrying Value as of June 30, 2020Markets for Identical Item (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Financial InstrumentCarrying Value as of September 30, 2020Markets for Identical Item (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
First lien term loanFirst lien term loan$891,244  $—  $892,764  $—  First lien term loan$890,011 $$905,485 $
Second lien notesSecond lien notes393,391  —  —  417,910  Second lien notes282,075 321,172 
Total debt instrumentsTotal debt instruments$1,284,635  $—  $892,764  $417,910  Total debt instruments$1,172,086 $$905,485 $321,172 
The following table sets forth the changes in Level 3 measurements for the three and sixnine months ended JuneSeptember 30, 2020 (in thousands):
Level 3 Measurements
Second lien notes fair value as of January 1, 2020$411,119 
Change in fair value(71,748)
Second lien notes fair value as of March 31, 2020$339,371 
Change in fair value78,539 
Second lien notes fair value as of June 30, 2020$417,910
Interest rate PIK7,525 
Principal prepayment(125,000)
Change in fair value20,737 
Second lien notes fair value as of September 30, 2020$321,172 
See Note 13,12, Fair Value Measurements, for further discussion.
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12.11. DERIVATIVE INSTRUMENTS
The Company uses derivative financial instruments for hedging and non-trading purposes to limit the Company’s exposure to increases in interest rates related to its variable interest rate debt. Use of derivative financial instruments in hedging programs subjects the Company to certain risks, such as market and credit risks. Market risk represents the possibility that the value of the derivative financial instrument will change. In a hedging relationship, the change in the value of the derivative financial instrument is offset to a great extent by the change in the value of the underlying hedged item. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract. The notional, or contractual, amount of the Company’s derivative financial instruments is used to measure interest to be paid or received and does not represent the Company’s exposure due to credit risk. Credit risk is monitored through established approval procedures, including reviewing credit ratings when appropriate.
During 2017, Option Care entered into interest rate caps that reduce the risk of increased interest payments due to interest rates rising. The hedges offset the risk of rising interest rates through 2020 on the first $250.0 million of the previous first lien term loan. The interest rate caps perfectly offset the terms of the interest rates associated with the variable interest rate previous first lien term loan. Option Care entered into the interest rate caps as a cash flow hedge for a notional amount of $1.9 million. In April 2019, Option Care terminated its interest rate caps.
In August 2019, the Company entered into interest rate swap agreements that reduce the variability in the interest rates on the newly-issued debt obligations.obligations following the Merger with BioScrip. The first interest rate swap for $925.0 million notional was effective in August 2019 with $911.1 million designated as a cash flow hedge against the underlying interest rate on the first lien term loan interest payments indexed to one-month London Interbank Offered Rate (“LIBOR”) through August 2021. The remaining $13.9 million notional amount of the interest rate swap is not designated as a hedging instrument. The second interest rate swap of $400.0 million notional was effective in November 2019 and is designated as a cash flow hedge against the underlying interest rate on the second lien notes interest payments indexed to three-month LIBOR through November 2020.
In May 2020, the Company elected to PIK the second lien note’s quarterly interest payment due in August 2020. Upon making the PIK election, the Company determined that the hedged interest payment would no longer occur, resulting in an ineffective hedge, so the Company discontinued hedge accounting on its $400.0 million notional interest rate swap. As a result, the Company reclassified accumulated comprehensive loss of $3.7 million to interest expense, net in the unaudited condensed consolidated statements of comprehensive income (loss). The gains and losses associated with the $400.0 million notional swap will be recognized in net income (loss) through interest expense until the swap expires in November 2020. See Note 11,10, Indebtedness, for further discussion of the PIK. In accordance with ASU 2017-12, Targeted Improvements to Accounting for Hedges, the Company has determined that the $911.1 million designated cash flow hedge is perfectly effective.
The following table summarizes the amount and location of the Company’s derivative instruments in the condensed consolidated balance sheets (in thousands):
Fair value - Derivatives in liability positionFair value - Derivatives in liability position
DerivativeDerivativeBalance Sheet CaptionJune 30, 2020December 31, 2019DerivativeBalance Sheet CaptionSeptember 30, 2020December 31, 2019
Interest rate swaps designated as cash flow hedgesInterest rate swaps designated as cash flow hedgesAccrued expenses and other current liabilities$—  $1,275  Interest rate swaps designated as cash flow hedgesAccrued expenses and other current liabilities$15,229 $1,275 
Interest rate swaps not designated as cash flow hedgesInterest rate swaps not designated as cash flow hedgesAccrued expenses and other current liabilities3,474  —  Interest rate swaps not designated as cash flow hedgesAccrued expenses and other current liabilities2,117 
Interest rate swaps designated as cash flow hedgesInterest rate swaps designated as cash flow hedgesOther non-current liabilities19,251  5,920  Interest rate swaps designated as cash flow hedgesOther non-current liabilities5,920 
Interest rate swaps not designated as cash flow hedgesInterest rate swaps not designated as cash flow hedgesOther non-current liabilities293  90  Interest rate swaps not designated as cash flow hedgesOther non-current liabilities90 
Total derivativesTotal derivatives$23,018  $7,285  Total derivatives$17,346 $7,285 
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The gain and loss associated with the changes in the fair value of the effective portion of the hedging instrument are recorded into other comprehensive (loss) income. The gain and loss associated with the changes in the fair value of the $400.0 million notional swap and the $13.9 million notional amount not designated as a hedging instrument are recognized in net income (loss) through interest expense. The following table presents the pre-tax gains (losses) from derivative instruments recognized in other comprehensive (loss) income in the Company’s unaudited condensed consolidated statements of comprehensive income (loss) (in thousands):
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Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
DerivativeDerivative2020201920202019Derivative2020201920202019
Interest rate caps designated as cash flow hedgesInterest rate caps designated as cash flow hedges$—  $42  $—  $(705) Interest rate caps designated as cash flow hedges$$(398)$$(1,103)
Interest rate swaps designated as cash flow hedgesInterest rate swaps designated as cash flow hedges830  —  (15,802) —  Interest rate swaps designated as cash flow hedges4,022 (7,883)(11,780)(7,883)
Interest rate swaps that discontinued hedge accountingInterest rate swaps that discontinued hedge accounting3,746  —  3,746  —  Interest rate swaps that discontinued hedge accounting3,746 
$4,576  $42  $(12,056) $(705) $4,022 $(8,281)$(8,034)$(8,986)
The following table presents the amount and location of pre-tax income (loss) recognized in the Company’s unaudited condensed consolidated statement of comprehensive income (loss) related to the Company’s derivative instruments (in thousands):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
DerivativeDerivativeIncome Statement Caption2020201920202019DerivativeIncome Statement Caption2020201920202019
Interest rate caps designated as cash flow hedgesInterest rate caps designated as cash flow hedgesInterest expense$—  $(103) $—  $(286) Interest rate caps designated as cash flow hedgesInterest expense$$269 $$(125)
Interest rate swaps designated as cash flow hedgesInterest rate swaps designated as cash flow hedgesInterest expense(3,654) —  (4,453) —  Interest rate swaps designated as cash flow hedgesInterest expense(4,152)129 (8,604)129 
Interest rate swaps not designated as hedgesInterest rate swaps not designated as hedgesInterest expense244  —   —  Interest rate swaps not designated as hedgesInterest expense(41)(118)(32)(118)
Interest rate swaps that discontinued hedge accountingInterest rate swaps that discontinued hedge accountingInterest expense(3,746) —  (3,746) —  Interest rate swaps that discontinued hedge accountingInterest expense(3,746)
$(7,156) $(103) $(8,190) $(286) $(4,193)$280 $(12,382)$(114)
The Company expects to reclassify $16.6$13.9 million of total interest rate costs from accumulated other comprehensive loss against interest expense during the next 12 months.
13.
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12. FAIR VALUE MEASUREMENTS
Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The categories within the valuation hierarchy are described as follows:
Level 1 — Inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Level 3 — Inputs to the fair value measurement are unobservable inputs or valuation techniques.
While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
First lien term loan: The fair value of the first lien term loan is derived from a broker quote on the loans in the syndication (Level 2 inputs). See Note 11,10, Indebtedness, for further discussion onof the carrying amount and fair value of the first lien term loan.
Second lien notes: The fair value of the second lien notes is derived from a cash flow model that discounted the cash flows based on market interest rates (Level 3 inputs). See Note 11,10, Indebtedness, for further discussion onof the carrying amount and fair value of the second lien notes.
Interest rate swaps: The fair values of interest rate swaps are derived from the interest rates prevalent in the market and future expectations of those interest rates (Level 2 inputs). The Company determines the fair value of the investments based on quoted prices from third-party brokers. See Note 12,11, Derivative Instruments, for further discussion onof the fair value of interest rate swaps.
There were no other assets or liabilities measured at fair value at JuneSeptember 30, 2020 and December 31, 2019.
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14.13. COMMITMENTS AND CONTINGENCIES
The Company is involved in legal proceedings and is subject to investigations, inspections, audits, inquiries, and similar actions by governmental authorities, arising in the normal course of the Company’s business. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. From time to time, the Company may also be involved in legal proceedings as a plaintiff involving antitrust, tax, contract, intellectual property, and other matters. Gain contingencies, if any, are recognized when they are realized. The results of legal proceedings are often uncertain and difficult to predict, and the costs incurred in litigation can be substantial, regardless of the outcome. The Company believes that its defenses and assertions in pending legal proceedings have merit and does not believe that any of these pending matters, after consideration of applicable reserves and rights to indemnification, will have a material adverse effect on the Company’s condensed consolidated balance sheets. However, substantial unanticipated verdicts, fines, and rulings may occur. As a result, the Company may from time to time incur judgments, enter into settlements, or revise expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on its results of operations in the period in which the amounts are accrued and/or its cash flows in the period in which the amounts are paid.
15.
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14. STOCK-BASED INCENTIVE COMPENSATION
Equity Incentive Plans — Under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), approved at the annual meeting by the BioScrip stockholders on May 3, 2018, the Company may issue, among other things, incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, stock grants, and performance units to key employees and directors. The 2018 plan is administered by the Company’s Compensation Committee, a standing committee of the Board of Directors. A total of 4,101,735 shares of common stock were initially authorized for issuance under the 2018 Plan. The Company had stock options and restricted stock outstanding related to the 2018 Plan as of JuneSeptember 30, 2020. As of JuneSeptember 30, 2020, the Company also had incentive units outstanding related to the HC I equity incentive plan, which was implemented in October 2015, for certain officers and employees of the Company. During the three and sixnine months ended JuneSeptember 30, 2020, total stock-based incentive compensation expense recognized by the Company related to these plans was $0.7$1.2 million and $1.4$2.6 million, respectively. During the three and sixnine months ended JuneSeptember 30, 2019, total stock-based incentive compensation expense recognized by the Company related to these plans was $0.6$2.7 million and $1.2$3.9 million, respectively.
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16.15. STOCKHOLDERS’ EQUITY
On January 3, 2020, the Company’s board of directors and HC I, the stockholder of a majority of the Company’s common stock, approved a reverse stock split of the Company’s issued and outstanding common stock on a one share for four share basis and appropriately amended the Company’s Third Amended and Restated Certificate of Incorporation to reflect the change. On February 3, 2020, the reverse stock split became effective. In connection with the reverse stock split, the Company changed its ticker symbol from “BIOS” to “OPCH” and transferred the Company’s common stock from the Nasdaq Capital Market to the Nasdaq Global Select Market. The par value of the Company’s common stock remained unchanged as a result of the reverse stock split, resulting in a decrease to the aggregate par value of common stock and corresponding increase to paid-in capital in the Company’s unaudited condensed consolidated financial statements, which was retrospectively applied to all periods presented in the unaudited condensed consolidated financial statements. All common shares, warrants and stock awards presented in the unaudited condensed consolidated financial statements have been retrospectively adjusted for the reverse stock split. Subsequent to JuneDuring the three months ended September 30, 2020, the Company completed a public offering of 20,700,000 shares of the Company’s common stock at a price of $12.50 per share, consisting of 10,000,000 shares of common stock forissued and sold by the Company and 10,700,000 shares of common stock sold by HC I. Following the public offering, HC I holds approximately 70.6% of the common stock of the Company. The Company received net proceeds from the offering of approximately $118 million. Those$118.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company used the proceeds will be usedfrom the offering, along with additional cash on hand, to prepay a portionrepay $125.0 million on the principal balance of its second lien notes outstanding. See Note 10, Indebtedness, for further discussion of the repayment of the second lien notes. See Note 18, Subsequent Events, for further discussion.note.
2017 Warrants — During the three and sixnine months ended JuneSeptember 30, 2020, warrant holders did not elect to exercise any warrants to purchase shares of common stock. During the three and nine months ended September 30, 2019, warrant holders did not elect to exercise any warrants to purchase shares of common stock. NaN warrants existed in 2019 prior to the Merger. As of JuneSeptember 30, 2020 and December 31, 2019, the remaining warrant holders are entitled to purchase 1.4 million shares of common stock, respectively.
2015 Warrants — During the three and sixnine months ended JuneSeptember 30, 2020, warrant holders did not elect to exercise any warrants to purchase shares of common stock. During the three and nine months ended September 30, 2019, warrant holders did not elect to exercise any warrants to purchase shares of common stock. NaN warrants existed in 2019 prior to the Merger. As of JuneSeptember 30, 2020 and December 31, 2019, warrant holders are entitled to purchase 0.9 million shares of common stock, respectively.
Home Solutions Restricted Stock — In conjunction with BioScrip’s 2016 acquisition of Home Solutions, Inc., 1.8 million restricted shares of common stock were issued, of which 0.8 million of these units vest upon the closing price of the Company’s common stock averaging at or above $16.00 per share over 20 consecutive trading days prior to December 31, 2019 and 1.0 million of these units vest upon the closing price of the Company’s common stock averaging at or above $20.00 per share over 20 consecutive trading days prior to December 31, 2019. The restricted stock expired on December 31, 2019. As discussed in Note 1, Nature of Operations and Presentation of Financial Statements, 7,048,357 common shares issued to HC I in conjunction with the Merger are held in escrow to prevent dilution related to the vesting of the Home Solutions restricted stock. In the event the Home Solutions restricted stock expires unvested, the 7,048,357 common shares held in escrow will be returned to the Company and canceled. As of JuneSeptember 30, 2020, the Home Solutions restricted stock remained in escrow pending final resolution of this matter.
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16. RELATED-PARTY TRANSACTIONS
Transactions with Equity-Method Investees — The Company provides management services to its joint ventures such as accounting, invoicing and collections in addition to day-to-day managerial support of the operations of the businesses. The Company recorded management fee income of $0.7$0.8 million and $1.4$2.1 million for the three and sixnine months ended JuneSeptember 30, 2020, respectively. The Company recorded management fee income of $0.6 million and $1.2$1.8 million for the three and sixnine months ended JuneSeptember 30, 2019, respectively. Management fees are recorded in net revenues in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).
The Company had amounts due tofrom its joint ventures of $3.3$1.8 million as of JuneSeptember 30, 2020. This receivable was included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. The Company also had amounts due to its joint ventures of $4.3 million as of December 31, 2019. These payables wereThis payable was included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets. These balances primarily relate to cash collections received by the Company on behalf of the joint ventures, offset by certain pharmaceutical inventories and other expenses paid for by the Company on behalf of the joint ventures.
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18.17. SUBSEQUENT EVENTS
The Company has evaluated whether any subsequent events occurred since JuneSeptember 30, 2020, and noted the following subsequent events:event:
On July 24,In October 2020, the Company completed a public offeringincreased the borrowing capacity of 18,000,000 sharesits ABL facility from $150.0 million to $175.0 million, with net borrowings available of $165.4 million due to the Company’s $9.6 million of undrawn letters of credit issued and outstanding. In conjunction with the increase in borrowing capacity, the terms of the Company’s common stockABL facility were amended to call for monthly interest payments to be charged at the greater of 0.25% or LIBOR, plus 1.25% to 1.75%, depending on the historical excess availability as a pricepercentage of $12.50 per share, consistingthe line cap, as defined in the ABL facility agreement. No other terms of 10,000,000 shares of common stock issued and sold by the Company and 8,000,000 shares of common stock sold by HC I.ABL facility were amended. The Company received net proceeds from the offeringincurred bank and legal fees of approximately $118$0.1 million, after deducting underwriting discountswhich will be capitalized and commissions and estimated offering expenses payable byamortized over the Company. The Company intends to use the proceeds from the offering and available cash to repay $125.0 million on the principal balance of its second lien notes outstanding. Following the offering, HC I holds approximately 72.1%remaining term of the Company’s common stock.ABL facility.
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context requires otherwise, references in this report to "Option Care Health," the “Company,” “we,” “us” and “our” refer to Option Care Health, Inc. and its consolidated subsidiaries. The following discussion and analysis of the financial condition and results of operations of Option Care Health, Inc. (“Option Care Health”, or the “Company”) should be read in conjunction with the audited consolidated financial statements and related notes, as presented in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2020, as well as the Company’s unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains statements not purely historical and which may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), including statements regarding our expectations, beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts or that necessarily depend upon future events. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions. Such forward-looking statements include, but are not limited to, the effect of the novel coronavirus (“COVID-19”) on our business, financial condition and results of operations. This Quarterly Report contains, among others, forward-looking statements based upon current expectations that involve numerous risks and uncertainties, including those described in Item 1A “Risk Factors”.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risks and uncertainties and that actual results may differ materially from those possible results discussed in the forward-looking statements as a result of various factors.
Do not place undue reliance on such forward-looking statements as they speak only as of the date they are made. Except as required by law, the Company assumes no obligation to publicly update or revise any forward-looking statement even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
Business Overview
Option Care Health, and its wholly-owned subsidiaries, provides infusion therapy and other ancillary health care services through a national network of 148146 locations around the United States. The Company contracts with managed care organizations, third-party payers, hospitals, physicians, and other referral sources to provide pharmaceuticals and complex compounded solutions to patients for intravenous delivery in the patients’ homes or other nonhospital settings. Our services are provided in coordination with, and under the direction of, the patient’s physician. Our multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to each patient’s specific needs. We provide home infusion services consisting of anti-infectives, nutrition support, bleeding disorder therapies, immunoglobulin therapy, and other therapies for chronic and acute conditions.
HC Group Holdings II, Inc. (“HC II”) was incorporated under the laws of the State of Delaware on January 7, 2015, with its sole shareholder being HC Group Holdings I, LLC. (“HC I”). On April 7, 2015, HC I and HC II collectively acquired Walgreens Infusion Services, Inc. and its subsidiaries from Walgreen Co., and the business was rebranded as Option Care, Inc. (“Option Care”).
On March 14, 2019, HC I and HC II entered into a definitive agreement (the “Merger Agreement”) to merge with and into a wholly-owned subsidiary of BioScrip, Inc. (“BioScrip”) (the “Merger”), a national provider of infusion and home care management solutions, which was completed on August 6, 2019 (the “Merger Date”). The Merger was accounted for as a reverse merger under the acquisition method of accounting for business combinations with Option Care being considered the accounting acquirer and BioScrip being considered the legal acquirer. Following the close of the transaction, BioScrip was rebranded as Option Care Health, Inc. and the combined company’s stock, par value $0.0001, was listed on the Nasdaq Global Select Market as of JuneSeptember 30, 2020. See Note 3, Business Acquisitions, of the unaudited condensed consolidated financial statements for further discussion onof the Merger.



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Update on the Impact of the COVID-19 Pandemic
The primary operations of the Company focus on providing infusion therapy services and based on the recent impact of the pandemic across the healthcare ecosystem, the Company began experiencing a related impact across a number of facets beginning in March 2020.
The secondthird quarter of 2020 results reflect the Company’s continued efforts to accelerate growth and drive merger-related cost savings offset by the detrimental impact of the COVID-19 pandemic. The Company relies upon patient referrals from multiple sources, including but not limited to patients discharged from acute care settings (e.g., hospitals) and patients requiring treatment for chronic conditions from specialty physicians. As expected, the pandemic has negatively affected new patient referrals for both acute and chronic conditions; however, the Company did experience an increase in patient transfers from hospital and outpatient settings which positively affected revenues. For the secondthird quarter of 2020, the revenue results reflect a single digit decline inflat acute revenues relative to the prior year while chronic revenue grew in the low double digits.mid teens. Option Care Health continues to collaborate with payers and health systems to transition patients into the home or one of our alternate treatment sites to receive vital infusion therapy.
The Company’s operations involve the compounding of therapeutic drugs in sterile cleanroom facilities by pharmacists and pharmacy technicians, the transportation of such drugs to the patients’ home or alternate infusion treatment site and the administration of the drug by a licensed healthcare professional. Due to personal disruption experienced by employees of the Company, the ability to efficiently resource the compounding, delivery and administration of therapies has been negatively impacted given staffing challenges and availability. This has resulted in higher wage costs in the form of overtime expenditures, migration of clinical resources to additional markets and utilization of contract labor resources. In addition to direct labor investments, the Company has experienced similar impacts on the indirect support functions, as employees have generally migrated to a virtual, remote establishment.
In delivering infusion therapy, the Company’s clinical personnel regularly utilize personal protection equipment (“PPE”) and ancillary medical supplies as dictated by the Company’s clinical protocols. Based on the increased demand for PPE, over the past several weeks, the Company has experienced challenges in procuring necessary PPE to ensure the safety of its personnel and the patients served in the form of higher costs for PPE as well as increased effort and resources dedicated to procurement activities. To date, the Company has maintained adequate levels of PPE to support its operations, albeit at higher procurement costs.
The Company experienced cost inefficiencies in the secondthird quarter with respect to clinical labor and other staffing challenges, as well as higher costs to procure personal protection equipment. Offsetting the negative impacts resulting from the COVID-19 pandemic, the Company managed spending and accelerated many integration-related initiatives as discussed below. Further, to date, the Company experienced no material deceleration in cash collections and collaboration with payers continues to be productive. The Company anticipates that the pandemic could affect its operations for an extended period; however, at this time cannot confidently forecast the duration nor the ultimate financial impact on its operations. See Item 1A. “Risk Factors” under the caption “The COVID-19 pandemic could adversely impact our business, results of operations, cash flows and financial position” for further discussion onof risks.
In April 2020, the Company received approximately $11.7 million from the Public Health and Social Services Emergency Fund as part of the Coronavirus Aid, Relief, and Economics Security Act (“CARES Act”). The $11.7 million iswas reflected in the second quarter 2020 as a cash inflow from financing activities and, as a result, is reflected in the June 30, 2020 cash balance and as a component of accrued expenses and other current liabilities.activities. Given the Company’s ability to largely offset the cost inefficiencies experienced from the COVID-19 pandemic with spending reductions and accelerated integration net cost synergies, the Company has determined that it will returnreturned these CARES Act funds to the federal government.

government during the third quarter of 2020. This was reflected as a cash outflow from financing activities during the third quarter of 2020.
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Merger Integration Execution
The Merger of Option Care and BioScrip into Option Care Health has created an opportunity to realize cost synergies while continuing to drive organic growth in chronic and acute therapies through our expanded national platform. Option Care Health is well-positioned to leverage the investments in corporate infrastructure and drive economies of scale as a result of the Merger. The synergy categories are as follows:
Selling, General and Administrative Expenses Savings. Merged corporate infrastructure has created significant opportunity for streamlining corporate and administrative costs, including headcount and functional spend.
Network Optimization. The previous investments in technology and compounding pharmacies, along with the overlapping geographic footprint, allows for facility rationalization and the optimization of assets.
Procurement Savings. The enhanced scale of the Company generates supply chain efficiencies through increased purchasing leverage. The Company’s platform is also positioned to be the partner of choice for pharmaceutical manufacturers seeking innovative distribution channels and patient support models to access the market.
Since the Merger, we have worked to align our field and sales teams. We have also made strides at combining our procurement process and contracts, all while continuing to focus on serving our patients. Patient health is personal to us, which is why, throughout the integration process, we strive to improve and set the standard for quality care that is matched by best-in-class service. After completion of the Merger, we have additional resources to invest in our people, process and systems, providing us improved strength and scale to drive better patient outcomes. The Company accelerated its integration activities during the second quarter of 2020 to offset the negative impacts resulting from COVID-19 pandemic, and as a result we exited the second quarter having fully achieved the articulated goal of at least $60.0 million in net cost synergies. We continue to pursue further integration efforts, and ultimately expect to exceed the net cost synergy goal.
Acquisitions
Option Care merged with BioScrip on August 6, 2019. BioScrip was a national provider of infusion and home care management, who partnered with physicians, hospital systems, payers, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. The fair value of purchase consideration transferred, net of cash acquired, on the closing date of $1,087.2 million includes the value of the number of shares of the combined company to be owned by BioScrip shareholders at closing of the Merger, the value of common shares to be issued to certain warrant and preferred shareholders in conjunction with the Merger, the value of stock-based instruments that were vested or earned as of the Merger, and cash payments made in conjunction with the Merger. For additional information on this transaction, see Note 3, Business Acquisitions, of the unaudited condensed consolidated financial statements.
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Composition of Results of Operations
The following results of operations include the accounts of Option Care Health and our subsidiaries for the three and sixnine months ended JuneSeptember 30, 2020 and 2019. The BioScrip results have been included since the August 6, 2019 Merger Date.
Gross Profit
Gross profit represents our net revenue less cost of revenue.
Net Revenue. Infusion and related health care services revenue is reported at the estimated net realizable amounts from third-party payers and patients for goods sold and services rendered. When pharmaceuticals are provided to a patient, revenue is recognized upon delivery of the goods. When nursing services are provided, revenue is recognized when the services are rendered.
Due to the nature of the health care industry and the reimbursement environment in which the Company operates, certain estimates are required to record revenue and accounts receivable at their net realizable values at the time goods or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payers may result in adjustments to amounts originally recorded.
Cost of Revenue. Cost of revenue consists of the actual cost of pharmaceuticals and other medical supplies dispensed to patients. In addition to product costs, cost of revenue includes warehousing costs, purchasing costs, depreciation expense relating to revenue-generating assets, such as infusion pumps, shipping and handling costs, and wages and related costs for the pharmacists, nurses, and all other employees and contracted workers directly involved in providing service to the patient.
The Company receives volume-based rebates and prompt payment discounts from some of its pharmaceutical and medical supplies vendors. These payments are recorded as a reduction of inventory and are accounted for as a reduction of cost of revenue when the related inventory is sold.
Operating Costs and Expenses
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist principally of salaries for administrative employees that directly and indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees.
Depreciation and Amortization Expense. Depreciation within this caption includes infrastructure items such as computer hardware and software, office equipment and leasehold improvements. Depreciation of revenue-generating assets, such as infusion pumps, is included in cost of revenue.
Other Income (Expense)
Interest Expense, Net. Interest expense consists principally of interest payments on the Company’s outstanding borrowings under the ABL Facility, the first lien term loan and second lien notes, amortization of discount and deferred financing fees, and changes in derivatives not designated as hedging instruments related to the interest rate swaps. Refer to the “Liquidity and Capital Resources” section below for further discussion of these outstanding borrowings.
Equity in Earnings of Joint Ventures. Equity in earnings of joint ventures consists of our proportionate share of equity earnings or losses from equity investments in two infusion joint ventures with health systems.
Other, Net. Other income (expense) primarily includes miscellaneous non-operating expenses and third-party fees paid in conjunction with debt issuances and debt extinguishments, as they occur.
Income Tax Expense (Benefit). The Company is subject to taxation in the United States and various states. The Company’s income tax expense (benefit) expense is reflective of the current federal and state tax rates.
Change in unrealized lossesgains (losses) on cash flow hedges, net of income taxestaxe expense (benefit). Change in unrealized gains (losses) gains on cash flow hedges, net of income taxes, consists of the gains and losses associated with the changes in the fair value of derivatives designated as hedging instruments related to the interest rate caps and interest rate swaps, net of income taxes.
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Results of Operations
The following table presents Option Care Health’s consolidated results of operations for the three and sixnine months ended JuneSeptember 30, 2020 and 2019 (in thousands):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
2020 (unaudited)2019 (unaudited)2020 (unaudited)2019 (unaudited) 2020 (unaudited)2019 (unaudited)2020 (unaudited)2019 (unaudited)
Amount% of RevenueAmount% of RevenueAmount% of RevenueAmount% of RevenueAmount% of RevenueAmount% of RevenueAmount% of RevenueAmount% of Revenue
NET REVENUENET REVENUE$740,848  100.0 %$497,266  100.0 %$1,446,288  100.0 %$973,758  100.0 %NET REVENUE$781,609 100.0 %$615,880 100.0 %$2,227,897 100.0 %$1,589,638 100.0 %
COST OF REVENUECOST OF REVENUE574,528  77.6 %395,876  79.6 %1,121,939  77.6 %774,174  79.5 %COST OF REVENUE607,456 77.7 %478,107 77.6 %1,729,395 77.6 %1,252,281 78.8 %
GROSS PROFITGROSS PROFIT166,320  22.4 %101,390  20.4 %324,349  22.4 %199,584  20.5 %GROSS PROFIT174,153 22.3 %137,773 22.4 %498,502 22.4 %337,357 21.2 %
OPERATING COSTS AND EXPENSES:OPERATING COSTS AND EXPENSES:OPERATING COSTS AND EXPENSES:
Selling, general and administrative expensesSelling, general and administrative expenses124,918  16.9 %99,245  20.0 %254,198  17.6 %182,032  18.7 %Selling, general and administrative expenses123,000 15.7 %133,475 21.7 %377,198 16.9 %315,815 19.9 %
Depreciation and amortization expenseDepreciation and amortization expense18,194  2.5 %10,150  2.0 %38,295  2.6 %20,119  2.1 %Depreciation and amortization expense16,597 2.1 %16,023 2.6 %54,892 2.5 %36,142 2.3 %
Total operating expenses Total operating expenses143,112  19.3 %109,395  22.0 %292,493  20.2 %202,151  20.8 % Total operating expenses139,597 17.9 %149,498 24.3 %432,090 19.4 %351,957 22.1 %
OPERATING INCOME (LOSS)OPERATING INCOME (LOSS)23,208  3.1 %(8,005) (1.6)%31,856  2.2 %(2,567) (0.3)%OPERATING INCOME (LOSS)34,556 4.4 %(11,725)(1.9)%66,412 3.0 %(14,600)(0.9)%
OTHER INCOME (EXPENSE):OTHER INCOME (EXPENSE):OTHER INCOME (EXPENSE):
Interest expense, netInterest expense, net(31,432) (4.2)%(11,563) (2.3)%(59,519) (4.1)%(22,608) (2.3)%Interest expense, net(24,583)(3.1)%(21,509)(3.5)%(84,102)(3.8)%(44,117)(2.8)%
Equity in earnings of joint venturesEquity in earnings of joint ventures1,012  0.1 %643  0.1 %1,574  0.1 %1,192  0.1 %Equity in earnings of joint ventures790 0.1 %826 0.1 %2,364 0.1 %2,018 0.1 %
Other, netOther, net14  — %(101) — %22  — %(177) — %Other, net(8,344)(1.1)%(6,810)(1.1)%(8,322)(0.4)%(6,679)(0.4)%
Total other expense Total other expense(30,406) (4.1)%(11,021) (2.2)%(57,923) (4.0)%(21,593) (2.2)% Total other expense(32,137)(4.1)%(27,493)(4.5)%(90,060)(4.0)%(48,778)(3.1)%
LOSS BEFORE INCOME TAXES(7,198) (1.0)%(19,026) (3.8)%(26,067) (1.8)%(24,160) (2.5)%
INCOME (LOSS) BEFORE INCOME TAXESINCOME (LOSS) BEFORE INCOME TAXES2,419 0.3 %(39,218)(6.4)%(23,648)(1.1)%(63,378)(4.0)%
INCOME TAX EXPENSE (BENEFIT)INCOME TAX EXPENSE (BENEFIT)470  0.1 %(5,423) (1.1)%1,511  0.1 %(6,845) (0.7)%INCOME TAX EXPENSE (BENEFIT)756 0.1 %3,576 0.6 %2,267 0.1 %(3,269)(0.2)%
NET LOSS$(7,668) (1.0)%$(13,603) (2.7)%$(27,578) (1.9)%$(17,315) (1.8)%
NET INCOME (LOSS)NET INCOME (LOSS)$1,663 0.2 %$(42,794)(6.9)%$(25,915)(1.2)%$(60,109)(3.8)%
OTHER COMPREHENSIVE GAIN ( LOSS), NET OF TAX:
Change in unrealized gains (losses) on cash flow hedges, net of income tax expense (benefit) of $0, $(15), $0 and $227, respectively4,576  0.6 %27  — %(12,056) (0.8)%(478) — %
OTHER COMPREHENSIVE GAIN (LOSS)4,576  0.6 %27  — %(12,056) (0.8)%(478) — %
NET COMPREHENSIVE LOSS$(3,092) (0.4)%$(13,576) (2.7)%$(39,634) (2.7)%$(17,793) (1.8)%
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Change in unrealized gains (losses) on cash flow hedges, net of income tax expense (benefit) of $0, $32, $0 and $259, respectivelyChange in unrealized gains (losses) on cash flow hedges, net of income tax expense (benefit) of $0, $32, $0 and $259, respectively4,022 0.5 %(8,249)(1.3)%(8,034)(0.4)%(8,727)(0.5)%
OTHER COMPREHENSIVE INCOME (LOSS)OTHER COMPREHENSIVE INCOME (LOSS)4,022 0.5 %(8,249)(1.3)%(8,034)(0.4)%(8,727)(0.5)%
NET COMPREHENSIVE INCOME (LOSS)NET COMPREHENSIVE INCOME (LOSS)$5,685 0.7 %$(51,043)(8.3)%$(33,949)(1.5)%$(68,836)(4.3)%
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Three Months Ended JuneSeptember 30, 2020 Compared to Three Months Ended JuneSeptember 30, 2019
The following tables present selected consolidated comparative results of operations from Option Care Health’s unaudited condensed consolidated financial statements for the three month periods ended JuneSeptember 30, 2020 and JuneSeptember 30, 2019.
Gross Profit
Three Months Ended June 30, Three Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands, except for percentages)(in thousands, except for percentages)
Net revenueNet revenue$740,848  $497,266  $243,582  49.0 %Net revenue$781,609 $615,880 $165,729 26.9 %
Cost of revenueCost of revenue574,528  395,876  178,652  45.1 %Cost of revenue607,456 478,107 129,349 27.1 %
Gross profitGross profit$166,320  $101,390  $64,930  64.0 %Gross profit$174,153 $137,773 $36,380 26.4 %
Gross profit marginGross profit margin22.4 %20.4 %Gross profit margin22.3 %22.4 %
The increase in net revenue was primarily driven by additional revenue following the Merger, as the prior year included the results of $208.4 million as well asBioScrip from the Merger Date, along with organic growth in the Company’s portfolio of therapies. The increase in cost of revenue was driven by the impact of the Merger and organicrevenue growth. The increase in gross profit was primarily related to contribution margin from additional revenue from the Merger. The increaseslight decline in gross margin percentage was primarily driven by therapy mix shift and the positive impact from the merger integration net cost synergies, partially offset by the incremental wage costs and personal protective equipment costs related to the COVID-19 pandemic.
Operating Expenses
Three Months Ended June 30, Three Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands, except for percentages)(in thousands, except for percentages)
Selling, general and administrative expensesSelling, general and administrative expenses$124,918  $99,245  $25,673  25.9 %Selling, general and administrative expenses$123,000 $133,475 $(10,475)(7.8)%
Depreciation and amortization expenseDepreciation and amortization expense18,194  10,150  8,044  79.3 %Depreciation and amortization expense16,597 16,023 574 3.6 %
Total operating expenses Total operating expenses$143,112  $109,395  $33,717  30.8 % Total operating expenses$139,597 $149,498 $(9,901)(6.6)%
Selling, general and administrative expenses increased for the three months ended JuneSeptember 30, 2020 primarily due2019 included $21.2 million of transaction and integration expenses related to the impact ofMerger. No similar expenses were incurred for the Merger butthree months ended September 30, 2020. Selling, general and administrative expenses decreased as a percentage of revenue to 16.9%15.7% for the three months ended JuneSeptember 30, 2020 as compared to 20.0%21.7% for the three months ended JuneSeptember 30, 2019 due to synergy realization.the prior year transaction and integration expenses along with realization of net cost synergies achieved related to the Merger.
The increase in depreciation and amortization was primarily related to the depreciation of the fixed assets acquiredadditional investments in our pharmacies and the amortizationinfrastructure.

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Table of the intangibles acquired from the Merger of $3.6 million and $3.9 million, respectively.Contents
Other Income (Expense)
Three Months Ended June 30, Three Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands, except for percentages)(in thousands, except for percentages)
Interest expense, netInterest expense, net$(31,432) $(11,563) $(19,869) 171.8 %Interest expense, net$(24,583)$(21,509)$(3,074)14.3 %
Equity in earnings of joint venturesEquity in earnings of joint ventures1,012  643  369  57.4 %Equity in earnings of joint ventures790 826 (36)(4.4)%
Other, netOther, net14  (101) 115  (113.9)%Other, net(8,344)(6,810)(1,534)22.5 %
Total other expense Total other expense$(30,406) $(11,021) $(19,385) 175.9 % Total other expense$(32,137)$(27,493)$(4,644)16.9 %
The increase in interest expense was primarily attributable to the interest expense on the new debt issued in conjunction with the Merger. The balanceMerger, as the prior year included interest expense on the new debt from the Merger Date, partially offset by the savings from the $125.0 million repayment of debt increased from $538.9 million at June 30, 2019 to $1,284.6 million at June 30,principal on the second lien notes in the third quarter of 2020. See Note 11,10, Indebtedness, of the unaudited condensed consolidated financial statements.
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TableThe increase in other, net relates to the loss on extinguishment of Contents
debt of $8.3 million incurred in the third quarter of 2020 in conjunction with the $125.0 million repayment of principal on the second lien notes.
Income Tax Expense (Benefit)
 Three Months Ended June 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Income tax expense (benefit)$470  $(5,423) $5,893  (108.7)%
 Three Months Ended September 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Income tax expense (benefit)$756 $3,576 $(2,820)(78.9)%
The Company continues to maintainmaintains a full valuation allowance, established at the time of Merger, against all of its net U.S. federal and state deferred tax assets with the exception of approximately $0.7$0.6 million of estimated state net operating losses (“NOL”). Because of the Company’s full valuation allowance, the Company’s tax expense for the three months ended JuneSeptember 30, 2020 only consists of quarterly tax liabilities attributable to separate company state tax returns as well as recognized deferred tax expense. These tax expense items created a negativeresulted in an effective tax rate of 6.5%31.3% during the three months ended JuneSeptember 30, 2020. During the three months ended JuneSeptember 30, 2019, the effective tax rate was 28.5%negative 9.1%. The variance in the year-over-year effective tax rates is primarily attributable to the valuation allowance established by the Company at the time of the Merger. The quarterly tax rates of both periods differ from the Company’s 21% federal statutory rate primarily due to changes in valuation allowance, certain state and local taxes, non-deductible costs and resolution of certain tax matters.

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Net Income (Loss) Income and Other Comprehensive Income (Loss) Income
 Three Months Ended June 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Net loss$(7,668) $(13,603) $5,935  (43.6)%
Other comprehensive loss, net of tax:
Changes in unrealized gains (losses) on cash flow hedges, net of income taxes4,576  27  4,549  16,848.1 %
Other comprehensive gain (loss)4,576  27  4,549  16,848.1 %
Net comprehensive loss$(3,092) $(13,576) $10,484  (77.2)%
 Three Months Ended September 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Net income (loss)$1,663 $(42,794)$44,457 (103.9)%
Other comprehensive income (loss), net of tax:
Changes in unrealized gains (losses) on cash flow hedges, net of income taxes4,022 (8,249)12,271 (148.8)%
Other comprehensive income (loss)4,022 (8,249)12,271 (148.8)%
Net comprehensive income (loss)$5,685 $(51,043)$56,728 (111.1)%
The change in net lossincome (loss) was primarily attributed to operating efficiencies and certain cost saving initiativescontribution margin from additional revenue related to COVID-19 and the impact of the Merger and related integration savings that resulted in total operating expenses decreasing as a percentage of revenue. The prior year net revenue.loss included transaction-related expenses incurred in conjunction with the Merger.
The change in unrealized gains (losses) on cash flow hedges, net of income taxes, primarily related to the $3.7 million reclassification from accumulated other comprehensive loss to interest expense, net upon discontinuing hedge accounting on the Company’s $400.0 million notional swap. The remaining change was related to increasesincrease in fair valuesvalue on the $925.0 million notional swap. The change in unrealized loss for the three months ended JuneSeptember 30, 2019 related to fluctuationsdecreases in variable interest rates, resulting in a corresponding liability on the fair value of the interest rate caps on $250.0 million of the previous first lien term loan.swaps.
Net comprehensive lossincome was $3.1$5.7 million for the three months ended JuneSeptember 30, 2020, compared to net comprehensive loss of $13.6$51.0 million for the three months ended JuneSeptember 30, 2019, as a result of the changes in net loss,income (loss), discussed above, along with the impact of the interest rate swaps.
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SixNine Months Ended JuneSeptember 30, 2020 Compared to SixNine Months Ended JuneSeptember 30, 2019
The following tables present selected consolidated comparative results of operations from the Company’s unaudited condensed consolidated financial statements for the sixnine month periods ended JuneSeptember 30, 2020 and JuneSeptember 30, 2019.
Gross Profit
Six Months Ended June 30, Nine Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands, except for percentages)(in thousands, except for percentages)
Net revenueNet revenue$1,446,288  $973,758  $472,530  48.5 %Net revenue$2,227,897 $1,589,638 $638,259 40.2 %
Cost of revenueCost of revenue1,121,939  774,174  $347,765  44.9 %Cost of revenue1,729,395 1,252,281 $477,114 38.1 %
Gross profitGross profit324,349  199,584  $124,765  62.5 %Gross profit498,502 337,357 $161,145 47.8 %
Gross profit marginGross profit margin22.4 %20.5 %Gross profit margin22.4 %21.2 %
The increase in net revenue was primarily driven by additional revenue following the Merger of $402.1 million as well as growth in the Company’s portfolio of therapies. The increase in cost of revenue was driven by the impact of the Merger and organic growth. The increase in gross profit was primarily related to contribution margin from additional revenue from the Merger. The increase in gross margin percentage was primarily driven by therapy mix shift and the positive impact from the merger integration net cost synergies, partially offset by the incremental wage costs and personal protective equipment costs related to the COVID-19 pandemic.
Operating Expenses
Six Months Ended June 30, Nine Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands, except for percentages)(in thousands, except for percentages)
Selling, general and administrative expensesSelling, general and administrative expenses$254,198  $182,032  $72,166  39.6 %Selling, general and administrative expenses$377,198 $315,815 $61,383 19.4 %
Depreciation and amortization expenseDepreciation and amortization expense38,295  20,119  18,176  90.3 %Depreciation and amortization expense54,892 36,142 18,750 51.9 %
Total operating expenses Total operating expenses$292,493  $202,151  $90,342  44.7 % Total operating expenses$432,090 $351,957 $80,133 22.8 %
Selling, general and administrative expenses increased for the sixnine months ended JuneSeptember 30, 2020 primarily due to the impact of the Merger, but has decreased as a percentage of revenue to 17.6%16.9% for the sixnine months ended JuneSeptember 30, 2020 as compared to 18.7%19.9% for the sixnine months ended JuneSeptember 30, 2019 due to synergy realization.
The increase in depreciation and amortization was primarily related to the depreciation of the fixed assets acquired and the amortization of the intangibles acquired from the Merger along with depreciation of $7.5 millionadditional investments in our pharmacies and $7.8 million, respectively.infrastructure.

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Other Income (Expense)
Six Months Ended June 30, Nine Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands, except for percentages)(in thousands, except for percentages)
Interest expense, netInterest expense, net$(59,519) $(22,608) $(36,911) 163.3 %Interest expense, net$(84,102)$(44,117)$(39,985)90.6 %
Equity in earnings of joint venturesEquity in earnings of joint ventures1,574  1,192  382  32.0 %Equity in earnings of joint ventures2,364 2,018 346 17.1 %
Other, netOther, net22  (177) 199  (112.4)%Other, net(8,322)(6,679)(1,643)24.6 %
Total other expense Total other expense$(57,923) $(21,593) $(36,330) 168.2 % Total other expense$(90,060)$(48,778)$(41,282)84.6 %
The increase in interest expense was primarily attributable to the interest expense on the new debt issued in conjunction with the Merger, as discussed above.



The increase in other, net relates to the loss on extinguishment of debt of $8.3 million incurred in the third quarter of 2020 in conjunction with the $125.0 million repayment of principal on the second lien notes.
Income Tax Expense (Benefit)
 Six Months Ended June 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Income tax expense (benefit)$1,511  $(6,845) $8,356  (122.1)%
 Nine Months Ended September 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Income tax expense (benefit)$2,267 $(3,269)$5,536 (169.3)%
The Company continues to maintainmaintains a full valuation allowance, established at the time of Merger, against all of its net U.S. federal and state deferred tax assets with the exception of approximately $0.7$0.6 million of estimated state net operating losses (“NOL”). Because of the Company’s full valuation allowance, the Company’s tax expense for the sixnine months ended JuneSeptember 30, 2020 only consists of quarterly tax liabilities attributable to separate company state tax returnstaxing authorities as well as recognized deferred tax expense. These tax expense items created a negative effective tax rate of 5.8%9.6% during the sixnine months ended JuneSeptember 30, 2020. During the sixnine months ended JuneSeptember 30, 2019, the effective tax rate was 28.3%5.2%. The variance in the year-over-year effective tax rates is primarily attributable to the valuation allowance established by the Company at the time of the Merger. The quarterlyeffective tax rates of both periods differ from the Company’s 21% federal statutory rate primarily due to changes in valuation allowance, certain state and local taxes, non-deductible costs and resolution of certain tax matters.

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Net Income (Loss) Income and Other Comprehensive Income (Loss) Income
 Six Months Ended June 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Net (loss) income$(27,578) $(17,315) $(10,263) 59.3 %
Other comprehensive income (loss), net of tax:
Changes in unrealized (losses) gains on cash flow hedges, net of income taxes(12,056) (478) (11,578) 2,422.2 %
Other comprehensive (loss) income(12,056) (478) (11,578) 2,422.2 %
Net comprehensive loss$(39,634) $(17,793) $(21,841) 122.8 %
 Nine Months Ended September 30,
 20202019
(unaudited)(unaudited)Variance
(in thousands, except for percentages)
Net loss$(25,915)$(60,109)$34,194 (56.9)%
Other comprehensive income (loss), net of tax:
Changes in unrealized losses on cash flow hedges, net of income taxes(8,034)(8,727)693 (7.9)%
Other comprehensive loss(8,034)(8,727)693 (7.9)%
Net comprehensive loss$(33,949)$(68,836)$34,887 (50.7)%
The change in net loss was primarily attributed to increased depreciation, amortization and interest expense, which was partially offset by operating efficiencies, certain cost saving initiatives related to COVID-19 and Merger integration savings.
The change in unrealized (losses) gainslosses on cash flow hedges, net of income taxes, related to the decrease in the variable interest rates during 2020, partially offset by the $3.7 million reclassification from accumulated other comprehensive income to interest expense upon discontinuing hedge accounting on the $400.0 million notional interest rate swap. The change in unrealized (loss) incomelosses for the sixnine months ended JuneSeptember 30, 2019 related to fluctuations on interest rate caps.caps along with decreasing interest rates, which resulted in a corresponding liability on the change in fair value of the interest rate swaps.
The change in net comprehensive (loss) incomeloss was the result of the change in net loss, described above, further reduced by the impact of the fair value of the interest rate swaps.
Liquidity and Capital Resources
For the sixnine months ended JuneSeptember 30, 2020 and the twelve months ended December 31, 2019, the Company’s primary sources of liquidity were cash on hand of $118.1$140.0 million and $67.1 million, respectively, as well as the $140.4 million of borrowings available under its credit facilities. During the sixnine months ended JuneSeptember 30, 2020 and the year ended December 31, 2019, the Company’s positive cash flows from operations enabled investments in pharmacy and information technology infrastructure to support growth and create additional capacity in the future, as well as pursue acquisitions.
The Company’s primary uses of cash include supporting our ongoing business activities and investing in various acquisitions and our infrastructure to support additional business volumes. Ongoing operating cash outflows are primarily associated with procuring and dispensing prescription drugs, personnel and other costs associated with servicing patients, as well as paying cash interest on the outstanding debt. Ongoing investing cash flows are primarily associated with capital projects related to business acquisitions, the improvement and maintenance of our pharmacy facilities and investment in our information technology systems. Ongoing financing cash flows are primarily associated with the quarterly principal payments on our outstanding debt.


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Our business strategy includes the selective acquisition of additional infusion pharmacies and other related healthcare businesses. We continue to evaluate acquisition opportunities and view acquisitions as a key part of our growth strategy. The Company historically has funded its acquisitions with cash with the exception of the Merger. The Company may require additional capital in excess of current availability in order to complete future acquisitions. It is impossible to predict the amount of capital that may be required for acquisitions, and there is no assurance that sufficient financing for these activities will be available on acceptable terms.
Short-Term and Long-Term Liquidity Requirements
The Company’s ability to make principal and interest payments on any borrowings under our credit facilities and our ability to fund planned capital expenditures will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations and planned capital expenditures, we believe that our existing cash balances and expected cash flows generated from operations will be sufficient to meet our operating requirements for at least the next 12 months. We may require additional borrowings under our credit facilities and alternative forms of financings or investments to achieve our longer-term strategic plans.

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Credit Facilities
The Company’s asset-based-lending (“ABL”) revolving credit facility provides for borrowings up to $150.0 million, which matures on August 6, 2024. The ABL facility bears interest at a per annum rate that is determined by the Company’s periodic selection of rate type, either the Base Rate or the Eurocurrency Rate. The Base Rate is charged between 1.25% and 1.75% and the Eurocurrency Rate is charged between 2.25% and 2.75% based on the historical excess availability as a percentage of the Line Cap, as defined in the ABL facility credit agreement. The revolving credit facility contains commitment fees payable on the unused portion of the ABL facility ranging from 0.25% to 0.375%, depending on various factors including the Company’s leverage ratio, type of loan and rate type, and letter of credit fees of 2.5%. The Company had no outstanding borrowings under the ABL facility at JuneSeptember 30, 2020. The Company had $9.6 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the ABL facility of $140.4 million as of JuneSeptember 30, 2020. Subsequent to September 30, 2020, the Company increased the borrowing capacity of the ABL facility to $175.0 million, increasing net borrowings available to $165.4 million. See Note 17, Subsequent Events, for further discussion of the increased borrowing capacity.
The principal balance of the first lien term loan is repayable in quarterly installments of $2.3 million plus interest, with a final payment of all remaining outstanding principal due on August 6, 2026. The quarterly principal payments commenced in March of 2020. Interest on the first lien term loan is payable monthly on Base Rate loans at Base Rate, as defined, plus 3.25% to 3.50%, depending on the Company’s leverage ratio. Interest is charged on Eurocurrency Rate loans at the Eurocurrency Rate, as defined, plus 4.25% to 4.50%, depending on the Company’s leverage ratio. The interest rate on the first lien term loan was 4.68%4.65% as of JuneSeptember 30, 2020.
The second lien notes mature on August 6, 2027. Interest on the second lien notes is payable quarterly and is at the greater of 1% or London Interbank Offered Rate (“LIBOR”), plus 8.75%. The Company elected to pay-in-kind the first quarterly interest payment, due in November 2019, which resulted in the Company capitalizing the interest payment to the principal balance on the interest payment date, increasing the outstanding principal balance to $412.3 million.date. The Company paid the second and third quarterly interest payments, due in February 2020 and May 2020. The Company elected to pay-in-kind the quarterly interest payment due in August 2020, which resulted in the Company capitalizing the interest payment to the principal balance on the interest payment date. In August 2020, the Company prepaid $125.0 million of second lien note principal, bringing the outstanding principal balance to $294.8 million. The interest rate on the second lien notes was 10.25%9.00% as of JuneSeptember 30, 2020.

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Cash Flows
SixNine Months Ended JuneSeptember 30, 2020 Compared to SixNine Months Ended JuneSeptember 30, 2019
The following table presents selected data from Option Care Health’s unaudited condensed consolidated statements of cash flows:
Six Months Ended June 30, Nine Months Ended September 30,
20202019 20202019
(unaudited)(unaudited)Variance(unaudited)(unaudited)Variance
(in thousands)(in thousands)
Net cash provided by operating activitiesNet cash provided by operating activities$53,390  $22,406  $30,984  Net cash provided by operating activities$101,728 $16,570 $85,158 
Net cash used in investing activitiesNet cash used in investing activities(8,728) (7,866) (862) Net cash used in investing activities(12,330)(712,684)700,354 
Net cash provided by (used in) financing activities6,381  (4,076) 10,457  
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(16,407)712,512 (728,919)
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents51,043  10,464  40,579  Net increase in cash and cash equivalents72,991 16,398 56,593 
Cash and cash equivalents - beginning of periodCash and cash equivalents - beginning of period67,056  36,391  30,665  Cash and cash equivalents - beginning of period67,056 36,391 30,665 
Cash and cash equivalents - end of periodCash and cash equivalents - end of period$118,099  $46,855  $71,244  Cash and cash equivalents - end of period$140,047 $52,789 $87,258 
Cash Flows from Operating Activities
The increase in cash flows provided by operating activities is primarily due to working capital efficiencies and timing of vendor payments during the sixnine months ended JuneSeptember 30, 2020.
Cash Flows from Investing Activities
The increasedecrease in cash flows used in investing activities is primarily due to increased fixed asset additions during the six months ended June 30, 2020 as we invested more into our pharmacies and infrastructure.BioScrip acquisition in the prior year.
Cash Flows from Financing Activities
The increasedecrease in cash (used in) provided by (used in) financing activities is related to receiptthe prior year proceeds from the issuance of $11.7new debt of $981.1 million, of CARES Act funds, partially offset by increasedthe retirement of the Company’s previous debt of $226.7 million and the payment of deferred financing costs of $36.5 million for the nine months ended September 30, 2019. The cash used in financing activities for the nine months ended September 30, 2020 primarily related to prepayment of the second lien notes of $125.0 million, partially offset by proceeds from the issuance of common stock of $119.0 million, as well as principal payments.payments on the first lien term loan.
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Commitments and Contractual Obligations
There were no material changes to ourThe following table presents Option Care Health’s commitments underand contractual obligations as disclosedof September 30, 2020, as well as its long-term obligations (in thousands):
Payments Due by Period
TotalLess than 1 year1 - 3 years3 - 5 yearsMore than 5 years
(in thousands)
Long-term debt obligations (1)
$1,212,844 $9,250 $18,500 $18,500 $1,166,594 
Interest payments on long-term debt obligations (2)
455,844 69,981 138,655 136,910 110,298 
Operating lease obligations109,252 26,340 33,218 19,582 30,112 
Total$1,777,940 $105,571 $190,373 $174,992 $1,307,004 
(1) Includes aggregate principal payment from the first lien term loan and second lien notes.
(2) Interest payments calculated based on LIBOR rate as of September 30, 2020. Actual payments are based on changes in our latest Annual Report on Form 10-K.LIBOR. Calculated interest payments exclude interest rate swap agreements the Company entered into in connection with the long-term debt obligations.
The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding.
Off-Balance Sheet Arrangements
As of JuneSeptember 30, 2020, Option Care Health did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Policies and Estimates
The Company prepares its unaudited condensed consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”), which requires the Company to make estimates and assumptions. The Company evaluates its estimates and judgments on an ongoing basis. Estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period presented. The Company’s actual results may differ from these estimates, and different assumptions or conditions may yield different estimates.
There have been no significant changes in the critical accounting estimates from those described in the Company’s audited consolidated financial statements and related notes, as presented in our Annual report on 10-K for the year ended December 31, 2019, hereby incorporated by reference.
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Item 3.Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to our exposure to market risk from those included in our Annual Report on Form 10-K for the year ended December 31, 2019, hereby incorporated by reference.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures as of JuneSeptember 30, 2020. Based on that evaluation, the Company’s Chief Executive Officer and its Chief Financial Officer concluded that our disclosure controls and procedures were effective as of JuneSeptember 30, 2020.
Changes in Internal Controls over Financial Reporting
The Merger, which was completed on August 6, 2019, has had a material impact on the financial position, results of operations, and cash flows of the combined company from the date of acquisition through JuneSeptember 30, 2020. The business combination also resulted in material changes in the combined company's internal controls over financial reporting. The Company is in the process of designing and integrating policies, processes, operations, technology, and other components of internal controls over financial reporting of the combined company. Management will monitor the implementation of new controls and test the operating effectiveness when instances are available in future periods.
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PART II
OTHER INFORMATION
Item 1.Legal Proceedings
 For a summary of legal proceedings, refer to Note 14,13, Commitments and Contingencies, of the unaudited condensed consolidated financial statements included in Item 1 of this report.
Item 1A.Risk Factors
The risk factors disclosed in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2019 are hereby incorporated by reference.
In addition to these risk factors, you should carefully consider the risk factor below:
The recent COVID-19 pandemic could adversely impact our business operations, results of operations, cash flows and financial position
In December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China. The World Health Organization has declared COVID-19 a pandemic and public health emergency of international concern. In March 2020, the President of the United States declared a State of National Emergency due to the COVID-19 outbreak. Other countries affected by the outbreak took similar measures. Consequently, the COVID-19 pandemic has had a material impact on the U.S. and global economies.
We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our patients, teammates, suppliers, vendors, referral sources, and third party payers. The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which may adversely affect our business operations and may materially and adversely affect our results of operations, cash flows and financial position.
While we cannot predict the impact that COVID-19 will have on our patients, suppliers, vendors, and third party payers and each of their financial conditions, we believe the following factors could lead to a material adverse impact on the Company’s business:
Variability in acute therapy patient referrals from hospitals based on changes in hospital-based procedures and treatment patterns;
Variability in chronic therapy patient referrals based on disruptions in the diagnosis of chronic conditions requiring infusion therapy;
Inefficiencies in clinical labor expenses and higher labor costs from staffing disruptions and availability, potential overtime due to inefficient clinical staffing and utilization of contract labor;
Higher costs to procure, and potential unavailability of, critical personal protection equipment, pharmaceuticals and medical supplies given a constrained supply environment; and
Heightened operational risks from an extended period of remote work arrangements, which could strain our business continuity plans, including but not limited to cybersecurity risks, and could impair our ability to manage our business.
The situation is changing rapidly and additional consequences may arise that we are not aware of currently. The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including: the severity and duration of the outbreak; governmental, business and other actions; the promotion of social distancing and the adoption of shelter-in-place orders affecting our referral sources; the impacts on our supply chain; the impact of the pandemic on economic activity; the health of and the effect on our workforce; any impairment in value of our tangible or intangible assets which could be recorded as a result of a weaker economic conditions; and the potential effects on our internal controls including those over financial reporting as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to our teammates. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial markets, or impacts our credit ratings or stock price, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.
In addition, we cannot predict the impact that COVID-19 will have on our patients, suppliers, vendors, and third party payers, and each of their financial conditions; however, any material effect on these parties could adversely impact us. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.
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Item 6.Exhibits
(a) Exhibits.
Exhibit Number Description
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104XBRL Formatted Cover Page
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, thereunto duly authorized.

 OPTION CARE HEALTH, INC.
 
Date: August 4,November 3, 2020
 /s/  Michael Shapiro
Michael Shapiro
Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
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