Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 03, 2020 | Jun. 30, 2019 | |
Document Entity Information [Abstract] | |||
Entity Registrant Name | Option Care Health, Inc. | ||
Entity Central Index Key | 0001014739 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 176,703,983 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 337,013,747 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 67,056 | $ 36,391 |
Accounts receivable, net | 324,416 | 310,169 |
Inventories | 115,876 | 83,340 |
Prepaid expenses and other current assets | 51,306 | 37,525 |
Total current assets | 558,654 | 467,425 |
NONCURRENT ASSETS: | ||
Property and equipment, net | 133,198 | 93,142 |
Operating lease right-of-use asset | 63,502 | 0 |
Intangible assets, net | 385,910 | 219,713 |
Goodwill | 1,425,542 | 632,469 |
Other noncurrent assets | 22,741 | 15,462 |
Total noncurrent assets | 2,030,893 | 960,786 |
TOTAL ASSETS | 2,589,547 | 1,428,211 |
CURRENT LIABILITIES: | ||
Accounts payable | 221,060 | 187,886 |
Accrued compensation and employee benefits | 45,765 | 24,895 |
Accrued expenses and other current liabilities | 33,538 | 23,066 |
Current portion of operating lease liability | 20,391 | 0 |
Current portion of long-term debt | 9,250 | 4,150 |
Total current liabilities | 330,004 | 239,997 |
NONCURRENT LIABILITIES: | ||
Long-term debt, net of discount, deferred financing costs and current portion | 1,277,246 | 535,225 |
Operating lease liability, net of current portion | 58,242 | 0 |
Deferred income taxes | 2,143 | 33,481 |
Other noncurrent liabilities | 15,085 | 16,683 |
Total noncurrent liabilities | 1,352,716 | 585,389 |
Total liabilities | 1,682,720 | 825,386 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock; $0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of December 31, 2019. No preferred stock authorized or outstanding as of December 31, 2018. | 0 | 0 |
Common stock; $0.0001 par value: 250,000,000 shares authorized, 176,975,628 shares issued and 176,591,907 shares outstanding as of December 31, 2019; 142,613,749 shares issued and outstanding as of December 31, 2018. | 18 | 14 |
Treasury stock; 383,722 shares outstanding, at cost, as of December 31, 2019; no shares outstanding as of December 31, 2018 | (2,403) | 0 |
Paid-in capital | 1,008,362 | 619,621 |
Management notes receivable | 0 | (1,619) |
Accumulated deficit | (91,955) | (16,035) |
Accumulated other comprehensive (loss) income | (7,195) | 844 |
Total stockholders’ equity | 906,827 | 602,825 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,589,547 | $ 1,428,211 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 12,500,000 | 0 |
Preferred stock, shares, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares, issued (in shares) | 176,975,628 | 142,613,749 |
Common stock, shares, outstanding (in shares) | 176,591,907 | 142,613,749 |
Treasury stock, at cost (in shares) | 383,722 | 0 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
NET REVENUE | $ 2,310,417 | $ 1,939,791 | $ 1,828,046 |
COST OF REVENUE | 1,797,418 | 1,517,576 | 1,382,047 |
GROSS PROFIT | 512,999 | 422,215 | 445,999 |
OPERATING COSTS AND EXPENSES: | |||
Selling, general and administrative expenses | 459,628 | 345,884 | 338,456 |
Provision for doubtful accounts | 0 | 0 | 45,602 |
Depreciation and amortization expense | 53,690 | 38,062 | 34,662 |
Total operating expenses | 513,318 | 383,946 | 418,720 |
OPERATING (LOSS) INCOME | (319) | 38,269 | 27,279 |
OTHER INCOME (EXPENSE): | |||
Interest expense, net | (73,724) | (45,824) | (44,307) |
Equity in earnings of joint ventures | 2,840 | 1,020 | 2,186 |
Other, net | (6,991) | (2,233) | 135 |
Total other expense | (77,875) | (47,037) | (41,986) |
LOSS BEFORE INCOME TAXES | (78,194) | (8,768) | (14,707) |
INCOME TAX BENEFIT | (2,274) | (2,653) | (18,585) |
NET (LOSS) INCOME | (75,920) | (6,115) | 3,878 |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX: | |||
Change in unrealized (losses) gains on cash flow hedges, net of income taxes of $259, $234 and $36, respectively | (8,039) | 774 | 58 |
OTHER COMPREHENSIVE (LOSS) INCOME | (8,039) | 774 | 58 |
NET COMPREHENSIVE (LOSS) INCOME | $ (83,959) | $ (5,341) | $ 3,936 |
(LOSS) EARNINGS PER COMMON SHARE | |||
Net (loss) earnings per share, basic and diluted (in dollars per share) | $ (0.49) | $ (0.04) | $ 0.03 |
Weighted average common shares outstanding, basic and diluted (in shares) | 156,280 | 142,614 | 142,614 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Income taxes on unrealized gains (losses) on cash flow hedges | $ 259 | $ 234 | $ 36 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (75,920) | $ (6,115) | $ 3,878 |
Adjustments to reconcile net (loss) income to net cash provided by operations: | |||
Depreciation and amortization expense | 57,869 | 41,055 | 38,062 |
Non-cash operating lease costs | 19,719 | 0 | 0 |
Deferred income taxes - net | (4,607) | (3,595) | (19,804) |
Loss on sale of assets | 3,269 | 1,123 | 999 |
Business casualty loss | (626) | 3,549 | 0 |
Loss on extinguishment of debt | 5,469 | 72 | 0 |
Amortization of deferred financing costs | 4,544 | 3,107 | 2,996 |
Paid-in-kind interest capitalized as principal | 12,256 | 0 | 0 |
Equity in earnings of joint ventures | (2,840) | (1,020) | (2,186) |
Stock-based incentive compensation expense | 4,170 | 2,139 | 1,455 |
Interest on management notes receivable | (62) | (78) | (56) |
Capital distribution from equity method investments | 500 | 2,000 | 1,250 |
Change in contingent consideration liability | (300) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 82,285 | (21,012) | (34,003) |
Inventories | (12,853) | 2,965 | (3,481) |
Prepaid expenses and other current assets | (2,940) | (4,715) | 12,452 |
Accounts payable | (30,856) | 10,965 | 47,411 |
Accrued compensation and employee benefits | 2,671 | (5,586) | (12,246) |
Accrued expenses and other current liabilities | (317) | (1,740) | (4,095) |
Operating lease liabilities | (17,253) | 0 | 0 |
Other noncurrent assets and liabilities | (4,711) | 1,314 | 5,239 |
Net cash provided by operating activities | 39,467 | 24,428 | 37,871 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | (28,292) | (26,276) | (24,956) |
Proceeds from sale of assets | 10 | 0 | 484 |
Insurance proceeds from business casualty loss | 626 | 0 | 0 |
Business acquisitions, net of cash acquired | (700,170) | (10,727) | 0 |
Net cash used in investing activities | (727,826) | (37,003) | (24,472) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Redemptions to related parties | (2,000) | 0 | 0 |
Sale of management notes receivable | 1,310 | 0 | 0 |
Exercise of stock options, vesting of restricted stock, and related tax withholdings | (2,501) | 0 | 0 |
Payment of contingent consideration liability | 0 | 0 | (1,000) |
Proceeds from debt | 981,050 | 1,000 | 0 |
Repayments of debt principal | (2,075) | (5,150) | (4,150) |
Retirement of debt obligations | (226,738) | 0 | 0 |
Deferred financing costs | (30,022) | 0 | 0 |
Net cash provided by (used in) financing activities | 719,024 | (4,150) | (5,150) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 30,665 | (16,725) | 8,249 |
Cash and cash equivalents - beginning of the period | 36,391 | 53,116 | 44,867 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 67,056 | 36,391 | 53,116 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 50,808 | 47,173 | 43,485 |
Cash paid for income taxes | 2,405 | 1,600 | $ 1,194 |
Cash paid for operating leases | $ 18,992 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Treasury Stock | Paid-in Capital | Management Notes Receivable | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income |
Equity, beginning balance at Dec. 31, 2016 | $ 600,770 | $ 0 | $ 14 | $ 0 | $ 615,713 | $ (1,171) | $ (13,786) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stockholders' redemptions | (56) | (56) | ||||||
Stockholders' redemptions | 0 | (111) | 111 | |||||
Stock-based incentive compensation | 1,455 | 1,455 | ||||||
Net income (loss) | 3,878 | 3,878 | ||||||
Reclassification of certain tax effects | 0 | (12) | 12 | |||||
Other comprehensive income | 58 | 58 | ||||||
Equity, ending balance at Dec. 31, 2017 | 606,105 | 0 | 14 | 0 | 617,057 | (1,116) | (9,920) | 70 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Interest on management notes receivable | 0 | 425 | (425) | |||||
Stockholders' redemptions | (78) | (78) | ||||||
Stock-based incentive compensation | 2,139 | 2,139 | 0 | |||||
Net income (loss) | (6,115) | (6,115) | ||||||
Other comprehensive income | 774 | 774 | ||||||
Equity, ending balance at Dec. 31, 2018 | 602,825 | 0 | 14 | 0 | 619,621 | (1,619) | (16,035) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Purchase of BioScrip, Inc. | 387,044 | 4 | 387,040 | |||||
Stockholders' redemptions | (62) | (62) | ||||||
Repayment of management notes receivable | 1,310 | 1,310 | ||||||
Stockholders' redemptions | (2,000) | (2,371) | 371 | |||||
Stock-based incentive compensation | 4,170 | 4,170 | ||||||
Exercise of stock options, vesting of restricted stock, and related tax withholdings | (2,501) | (2,403) | (98) | |||||
Net income (loss) | (75,920) | (75,920) | ||||||
Other comprehensive income | (8,039) | (8,039) | ||||||
Equity, ending balance at Dec. 31, 2019 | $ 906,827 | $ 0 | $ 18 | $ (2,403) | $ 1,008,362 | $ 0 | $ (91,955) | $ (7,195) |
NATURE OF OPERATIONS AND PRESEN
NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Presentation of Financial Statements | 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 542,261,567 shares ( 135,565,392 equivalent shares after adjusting for the one share for four share reverse stock split - see Note 20, Subsequent Events ) of BioScrip common stock, par value $0.0001 (the “BioScrip common stock”). BioScrip also issued an additional 28,193,428 shares ( 7,048,357 equivalent shares after adjusting for the reverse stock split) 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 17, 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 3,458,412 additional shares ( 864,603 equivalent shares after adjusting for the reverse stock split) 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 hold approximately 19.2% of the combined company, and HC I holds approximately 80.8% 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 was listed on the Nasdaq Capital Market as of December 31, 2019 . See Note 3, Business Acquisitions , for further discussion on the Merger. Option Care Health, and its wholly-owned subsidiaries, provides infusion therapy and other ancillary health care services through a national network of 115 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 consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States. These principals require management to make certain estimates and assumptions in determining assets, liabilities, revenue, expenses, and related disclosures. Actual amounts could differ materially from those estimates. Principles of Consolidation — The Company’s 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 11, Equity-Method Investments , for further discussion of the Company’s equity-method investments. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. Accounts Receivable — The Company’s accounts receivable are reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing services, which is inclusive of adjustments for price concessions. The majority of accounts receivable are due from private insurance carriers and governmental health care programs, such as Medicare and Medicaid. Price concessions may result from patient hardships, patient uncollectible accounts sent to collection agencies, lack of recovery due to not receiving prior authorization, differing interpretations of covered therapies in payer contracts, different pricing methodologies, or various other reasons. Subsequent to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), an allowance for doubtful accounts is established only as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. The allowance for doubtful accounts balance is $0 as of December 31, 2019 and 2018 , respectively. Prior to the adoption of ASC 606, estimates of uncollectible accounts receivable were recorded as either a pricing adjustment to revenue (“contractual adjustment”) or as an uncollectible account to provision for doubtful accounts. The Company recorded an allowance for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considered, among other factors, (i) the balance and aging composition of the accounts receivable, (ii) the Company’s historical write-offs and recoveries, (iii) the creditworthiness of its payers, and (iv) general economic conditions. Accounts receivable were written-off as bad debts after all reasonable collection efforts have been exhausted. Included in accounts receivable are earned but unbilled gross receivables of $68.7 million and $43.0 million as of December 31, 2019 and 2018 , respectively. Delays ranging from one day up to several weeks between the date of service and billing can occur due to delays in obtaining certain required payer-specific documentation from internal and external sources. See Revenue Recognition for a further discussion of the Company’s revenue recognition policy. Inventory — Inventory, which consists primarily of pharmaceuticals, is stated at the lower of first‑in, first‑out cost or net realizable value basis, which the Company believes is reflective of the physical flow of inventories. During the year ended December 31, 2018 , one Company location was destroyed by a hurricane, resulting in a loss of $2.9 million of inventory. This business casualty loss was recorded as a component of operating costs and expenses within the consolidated statements of comprehensive income (loss). The Company received insurance proceeds of $0.8 million during the year ended December 31, 2018 , and recorded a receivable of $1.0 million as a component of prepaid expenses and other current assets within the consolidated balance sheets at December 31, 2018 . Both of these amounts were recorded as a partial offset to the business casualty loss in the consolidated statements of comprehensive income (loss). The $0.8 million of insurance proceeds were reflected as a component of cash flows from operating activities in the consolidated statements of cash flows. During the year ended December 31, 2019 , $3.0 million in proceeds were received related to recovery of inventory and business interruption and was included as a component of cash flows from operating activities in the consolidated statements of cash flows. These proceeds resulted in a gain on business casualty loss of $2.0 million recorded as a component of selling, general and administrative expense in the consolidated statement of comprehensive income (loss). Leases — The Company has lease agreements for facilities, warehouses, office space and property and equipment. Effective as of January 1, 2019, at the inception of a contract, the Company determines if the contract is a lease or contains an embedded lease arrangement. Operating leases are included in the operating lease right-of-use asset (“ROU asset”) and operating lease liabilities in the consolidated financial statements. ROU assets, which represent the Company’s right to use the leased assets, and operating lease liabilities, which represent the present value of unpaid lease payments, are both recognized by the Company at the lease commencement date. The Company utilizes its estimated incremental borrowing rate at the lease commencement date to determine the present value of unpaid lease obligations. The rates were estimated primarily using a methodology dependent on the Company’s financial condition, creditworthiness, and availability of certain observable data. In particular, the Company considered its actual cost of borrowing for collateralized loans and its credit rating, along with the corporate bond yield curve in estimating its incremental borrowing rates. ROU assets are recorded as the amount of operating lease liability, adjusted for prepayments, accrued lease payments, initial direct costs, lease incentives, and impairment of the ROU asset. Tenant improvement allowances used to fund leasehold improvements are recognized when earned and reduce the related ROU asset. Tenant improvement allowances are recognized through the ROU asset as a reduction of expense over the term of the lease. Leases may contain rent escalations, however the Company recognizes the lease expense on a straight-line basis over the expected lease term. The Company reviews the terms of any lease renewal options to determine if it is reasonably certain that the renewal options will be exercised. The Company has determined that the expected lease term is typically the minimum non-cancelable period of the lease. The Company has lease agreements that contain both lease and non-lease components which the Company has elected to account for as a single lease component for all asset classes. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the term of the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See Note 8, Leases , for further discussion on leases. Goodwill, Intangible Assets, and Property and Equipment — Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company accounts for goodwill under ASC Topic 350, Intangibles - Goodwill and Other. The Company tests goodwill for impairment annually, or more frequently whenever events or circumstances indicate impairment may exist. Goodwill is stated at cost less accumulated impairment losses. The Company completes its goodwill impairment test annually in the fourth quarter. See Note 10, Goodwill and Other Intangible Assets , for further discussion of the Company’s goodwill and other intangible assets. Intangible assets arising from the Company’s acquisitions are amortized on a straight‑line basis over the estimated useful life of each asset. Referral sources have a useful life of 15 - 20 years. Trademarks/names have a useful life ranging from two to fifteen years. The useful lives for other amortizable intangible assets range from approximately two to nine years. The Company does not have any indefinite‑lived intangible assets. Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation on owned property and equipment is provided for on a straight‑line basis over the estimated useful lives of owned assets. Leasehold improvements are amortized over the estimated useful life of the property or over the term of the lease, whichever is shorter. Estimated useful lives are seven years for infusion pumps and three years to thirteen years for equipment. Major repairs, which extend the useful life of an asset, are capitalized in the property and equipment accounts. Routine maintenance and repairs are expensed as incurred. Computer software is included in property and equipment and consists of purchased software and internally-developed software. The Company capitalizes application-stage development costs for significant internally-developed software projects. Once the software is ready for its intended use, these costs are amortized on a straight‑line basis over the software’s estimated useful life, generally five years. Costs recognized in the preliminary project phase and the post-implementation phase, as well as maintenance and training costs, are expensed as incurred. The Company tests long‑lived assets for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. Once identified, the amount of the impairment is computed by comparing the carrying value of the respective asset or asset group to its fair value, which is based on the discounted estimated future 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 consolidated balance sheets. The investment is increased to reflect the Company’s capital contributions and equity in earnings of the investees. The investment is 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 consolidated statements of comprehensive income (loss). See Note 11, Equity-Method Investments , for a further discussion of the Company’s equity method investments. Hedging Instruments — The Company uses derivative financial instruments to limit its exposure to increases in the interest rate of its variable rate debt instruments. The derivative financial instruments are recognized on the consolidated balance sheets at fair value. See Note 13, Derivative Instruments, for additional information. At inception of the hedge, the Company designated the derivative instruments as a hedge of the cash flows related to the interest on the variable rate debt. For all hedging relationships, the Company documents the hedging relationships and its risk management objective of the hedging relationship. For all hedging instruments, the terms of the hedge perfectly offset the hedged expected cash flows. Revenue Recognition — Net revenue is reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing services. Revenues are from government payers, commercial payers, and patients for goods and services provided and are based on a gross price based on payer contracts, fee schedules, or other arrangements less any implicit price concessions. 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. The Company assesses the expected consideration to be received at the time of patient acceptance based on the verification of the patient’s insurance coverage, historical information with the patient, similar patients, or the payer. Performance obligations are determined based on the nature of the services provided by the Company. The majority of the Company’s performance obligations are to provide infusion services to deliver medicine, nutrients, or fluids directly into the body. The Company provides a variety of infusion-related therapies to patients, which frequently include multiple deliverables of pharmaceutical drugs and related nursing services. After applying the criteria from ASC 606, the Company concluded that multiple performance obligations exist in its contracts with its customers. Revenue is allocated to each performance obligation based on relative standalone price, determined based on reimbursement rates established in the third-party payer contracts. Pharmaceutical drug revenue is recognized at the time the pharmaceutical drug is delivered to the patient, and nursing revenue is recognized on the date of service. The Company's outstanding performance obligations relate to contracts with a duration of less than one year. Therefore, the Company has elected to apply the practical expedient provided by ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Any unsatisfied or partially unsatisfied performance obligations at the end of a reporting period are generally completed prior to the patient being discharged. See Note 4, Revenue for a further discussion on revenue. Cost of Revenue — Cost of revenue consists of the actual cost of pharmaceuticals and other medical supplies dispensed to patients, as well as all other costs directly related to the production of revenue. These costs include warehousing costs, purchasing costs, freight costs, cash discounts, wages and related costs for pharmacists and nurses, along with depreciation expense relating to revenue-generating assets, such as infusion pumps. The Company receives prompt payment discounts from some of its pharmaceutical and medical supplies vendors. These prompt payment discounts are recorded as a reduction of inventory and are accounted for as a reduction of cost of goods sold when the related inventory is sold. The Company also receives rebates from pharmaceutical and medical supply manufacturers. Rebates are generally volume-based incentives and are recorded as a reduction of inventory and are accounted for as a reduction of cost of goods sold when the related inventory is sold. Selling, General and Administrative Expenses — Selling, general and administrative expenses mainly consist of salaries for administrative employees that directly and indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees. Stock Based Incentive Compensation - The Company accounts for stock-based incentive compensation expense in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). Stock-based incentive compensation expense is based on the grant date fair value. The Company estimates the fair value of stock option awards using a Black-Scholes option pricing model and the fair value of restricted stock unit awards using the closing price of the Company’s common stock on the grant date. For awards with a service-based vesting condition, the Company recognizes expense on a straight-line basis over the service period of the award. For awards with performance-based vesting conditions, the Company will recognize expense when it is probable that the performance-based conditions will be met. When the Company determines that it is probable that the performance-based conditions will be met, a cumulative catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis through the remainder of the vesting period and will be updated if the Company determines that there has been a change in the probability of achieving the performance-based conditions. The Company records the impact of forfeited awards in the period in which the forfeiture occurs. Prior to the Merger, HCI issued incentive units to certain employees of Option Care, who remained employees of the Company following the Merger. In accordance with ASC 718, the Company recognizes compensation expense on a straight-line basis over the shorter of the vesting period of the award or the employee’s expected eligibility date. HC I also issued equity incentive units to certain members of the Option Care Board of Directors, who remained members of the Board of Directors following the Merger. See Note 16, Stock-Based Incentive Compensation , for a further discussion of equity incentive plans. Business Acquisitions - The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations , with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets. See Note 3, Business Acquisitions , for further discussion of the Company’s business acquisitions. Income Taxes — On December 22, 2017, the U.S. government enacted H.R. 1, commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act significantly changed U.S. tax law by, among other things, reducing the corporate tax rate from 35% to 21%, effective January 1, 2018. In addition, there are many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, and usage of future net operating losses. Included in the tax benefit for 2017 is the impact of the corporate tax rate reduction which resulted in a $17.0 million non-cash adjustment of our net deferred tax liabilities and a corresponding credit to income tax benefit. While the corporate tax rate reduction was effective January 1, 2018, the Company accounted for this anticipated rate change in 2017, the period of enactment. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are reported for book-tax basis differences and are measured based on currently enacted tax laws using rates expected to apply to taxable income in the years in which the differences are expected to reverse. The effect of a change in tax rate on deferred taxes is recognized in income tax expense in the period that includes the enactment date of the change. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company recognizes income tax positions that are more likely than not to be sustained on their technical merits. The Company measures recognized income tax positions at the maximum benefit that is more likely than not, based on cumulative probability, realizable upon final settlement of the position. Interest and penalties related to unrecognized tax benefits are reported in income tax expense. 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% , 17% and 17% for the years ended December 31, 2019 , 2018 and 2017 , respectively. In December 2019, the Company renewed and expanded its multi-year contract with this payer. The contract renewal is effective in February 2020 for a two-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 years presented. For the years ended December 31, 2019 , 2018 and 2017 , approximately 12% , 12% and 14% , respectively, of the Company’s revenue was reimbursable through direct government healthcare programs such as Medicare and Medicaid. As of December 31, 2019 and 2018 , approximately 12% and 13% , respectively, of the Company’s accounts receivable was related to these programs. Governmental programs reimburse 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, concentrations 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 year ended December 31, 2019 , approximately 70% of the Company’s pharmaceutical and medical supply purchases were from three vendors. For the years ended December 31, 2018 and 2017 , approximately 66% and 73% , respectively, of the Company’s pharmaceutical and medical supply purchases were from two 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. Fair Value Measurements — The fair value measurement accounting standard, ASC Topic 820, Fair Value Measurement (“ASC 820”), provides a framework for measuring fair value and defines fair value as the price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The standard establishes a valuation hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on independent market data sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available. The valuation hierarchy is composed of three categories. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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. Recently-Adopted Accounting Pronouncements — In February 2016, the FASB issued ASU No. 2016-02, Leases , intended to improve financial reporting about leasing transactions. The new guidance requires entities that lease assets to recognize on their balance sheets the ROU assets and lease liabilities for the rights and obligations created by those leases and to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018 for public entities and certain not-for-profits. The Company adopted the standard as of January 1, 2019. ASU 2016-02 allows for an optional transition method, which was elected by the Company, and permits the application of the standard as of the effective date without requiring the standard to be applied to the comparative periods presented in the consolidated financial statements. The Company elected the transition package of three practical expedients allowed by ASU 2016-02, which allows the Company not to reassess prior conclusions about lease identification, lease classification and initial, direct costs. The Company did not elect the practical expedient to use hindsight and, accordingly, the initial lease term did not differ under the new standard versus prior accounting practice. The Company also made a policy election not to apply this standard to any leases with a term of 12 months or less. Adoption of ASU 2016-02 resulted in the Company recording an operating lease liability of $67.0 million and a corresponding ROU asset of $59.9 million in the consolidated balance sheet as of January 1, 2019. See Note 8, Leases , for further discussion on leases. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . The ASU requires that an entity recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for these goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017 for public entities and certain not-for-profits. The Company adopted the standard as of January 1, 2018. ASU 2014-09 allows for a modified retrospective approach upon adoption, which was elected by the Company, and permits application of the standard only to contracts that are not completed at the adoption date with no adjustment to the comparative periods presented in the consolidated financial statements. The Company also elected the practical expedient for the portfolio approach, allowing contracts with similar characteristics and impacts to the financial statements to be evaluated together. ASU 2014-09 requires the Company to recognize revenue as the amount of cash that is ultimately expected to be collected, which resulted in the Company treating its previously-reported provision for doubtful accounts as an implicit price concession and a reduction to revenue. Other than the treatment of bad debt expense, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. See Note 4, Revenue , for further discussion on revenue. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2019-09 modifies when a change to the terms or conditions of share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition, or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The effective date for ASU 2017-09 is for annual or interim periods beginning after December 15, 2017. The Company adopted the standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Recent 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. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Immaterial Error Correction — During the year ended December 31, 2019 , the Company identified prior period misstatements in the recording of other noncurrent liabilities that resulted in an overstatement of goodwill and other noncurrent liabilities in the Company’s consolidated balance sheets. The Company assessed the materiality of these misstatements both quantitatively and qualitatively and determined the correction of these errors to be immaterial to the prior consolidated financial statements taken as a whole. As a result, the Company has corrected the misstatements by decreasing goodwill and other noncurrent liabilities by $6.5 million in the accompanying financial statements. The misstatements had no impact on net (loss) income or net cash flows from operating, investing, or financing activities in any of the periods presented. During the fourth quarter of the year ended December 31, 2019, the Company identified a misstatement in the recording of certain transaction fees related to the Merger, which resulted in a $6.5 million understatement of net loss for the three and nine months ended September 30, 2019 and a $6.5 million understatement of long term debt, net, at September 30, 2019, as reported in the third quarter 2019 report on Form 10-Q. The Company assessed the materiality of these misstatements both quantitatively and qualitatively and determined the correction of these errors to be immaterial to the results as reported in the third quarter report on Form 10-Q. As a result, the Company has corrected the misstatements by (i) increasing selling, general and administrative expense on the statement of comprehensive income (loss), (ii) increasing long-term debt, net and reducing retained earnings on the balance sheet, and (iii) decreasing net cash provided by operating activities and increasing net cash provided by financing activities on the statement of cash flows in the fourth quarter of 2019. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | 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 created 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, which occurred on February 3, 2020. See Note 20, Subsequent Events , for further discussion of this 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, which is discussed in Note 12, Indebtedness . 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. The fair values were determined based upon a valuation and the estimates and assumptions used in the valuation of certain contingent liabilities are pending completion and subject to change, which could be significant, within the measurement period, up to one year from the August 6, 2019 acquisition date. The following is a preliminary estimate of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Merger as of August 6, 2019 (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) (64,030 ) Other assumed liabilities, net of other acquired assets (7) (20,233 ) Total acquired identifiable assets and liabilities 294,141 Goodwill (8) 793,073 Total consideration transferred $ 1,087,214 (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 Value Weighted Average Estimated Life (in years) Trademarks/Names $ 12,536 2 Patient referral sources 180,329 20 Licenses 380 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 6, 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 preliminarily resulted in $793.1 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 following tables provide estimated unaudited pro forma results of operations for the years ended December 31, 2019 and 2018 (in thousands). The estimated pro forma net income 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. Year Ended December 31, 2019 2018 Net revenue $ 2,755,361 $ 2,648,694 Net loss (49,566 ) (70,932 ) Estimated 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. For the periods subsequent to the Merger Date that are included in the results of operations for the years ended December 31, 2019 , BioScrip had net revenue of $308.9 million and a net loss of $30.1 million . Acquisition-related costs were expensed as incurred, with the exception of BioScrip success-based fees that are included in consideration transferred. The Company recorded transaction costs that are expensed in selling, general and administrative expenses during the year ended December 31, 2019 of approximately $25.8 million . Transaction expenses consisted of professional fees for advisory, consulting and underwriting services as well as other incremental costs directly related to the acquisition. Baptist Health Asset Acquisition — In August 2018, pursuant to the Purchase and Sale Agreement dated August 8, 2018, Option Care completed the acquisition of certain assets of Baptist Health in Little Rock, Arkansas for a purchase price of $1.0 million . Home I.V. Specialists, Inc. Acquisition — In September 2018, pursuant to the Stock Purchase Agreement dated September 18, 2018, Option Care completed the acquisition of 100% of the outstanding shares of Home I.V. Specialists, Inc. (“Home I.V.”) for a purchase price of $11.6 million , net of cash acquired. The total consideration was comprised of cash paid of $9.8 million and a contingent payment of $1.8 million payable one year after the acquisition date. During the year ended December 31, 2019 , the Company reduced the contingent liability by $0.3 million . Subsequent to December 31, 2019 , it was determined that the contingent payment was not payable. Healthy Connections Homecare Services, Inc. Acquisition — In October 2016, pursuant to the Share Purchase Agreement dated September 14, 2016, the Company completed the acquisition of 100% of the outstanding shares of Healthy Connections Homecare Services, Inc. (“HCHS”), for a purchase price of $5.2 million , net of cash acquired. The total consideration was comprised of cash paid of $4.2 million and a contingent payment of $1.0 million payable one year after the acquisition date. The contingent payment was determined based on the operations of HCHS. The contingent payment of $1.0 million was paid by the Company during the year ended December 31, 2017 . |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective approach applied to those contracts that were not completed as of that date. The Company did not record a cumulative catch-up adjustment, as the timing and measurement of revenue for the Company’s customers is similar to its prior revenue recognition model. ASC 606 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. ASC 606 requires application of a five-step model to determine when to recognize revenue and at what amount. The revenue standard applies to all contracts with customers and revenues are to be recognized when control of the promised goods or services is transferred to the Company’s patients in an amount that reflects consideration expected to be received in exchange for those goods or services. Adoption of the standard impacted the Company’s results as follows (in thousands): Prior to ASC 606 Adoption Adjustments for ASC 606 Subsequent to ASC 606 Adoption As of December 31, 2019 Consolidated Balance Sheets Accounts receivable, net $ 324,416 $ — $ 324,416 Year Ended December 31, 2019 Consolidated Statement of Comprehensive Income (Loss) Net revenue $ 2,382,058 $ (71,641 ) $ 2,310,417 Provision for doubtful accounts (71,641 ) 71,641 — Operating loss (319 ) — (319 ) Consolidated Statements of Cash Flows Changes in operating cash flows: Accounts receivable, net 82,285 — 82,285 As of December 31, 2018 Consolidated Balance Sheets Accounts receivable, net $ 310,169 $ — $ 310,169 Year Ended December 31, 2018 Consolidated Statement of Comprehensive Income (Loss) Net revenue $ 2,001,132 $ (61,341 ) $ 1,939,791 Provision for doubtful accounts (61,341 ) 61,341 — Operating income 38,269 — 38,269 Consolidated Statements of Cash Flows Changes in operating cash flows: Accounts receivable, net (21,012 ) — (21,012 ) The following table presents the allowance for doubtful accounts for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Balance at Beginning of Period Write-Off of Receivables Charged to Costs and Expenses Balance at End of Period Year ended December 31, 2017 Allowance for doubtful accounts $ 32,144 $ (34,920 ) $ 45,602 $ 42,826 Year ended December 31, 2018 Allowance for doubtful accounts (1) $ — $ — $ — $ — Year ended December 31, 2019 Allowance for doubtful accounts (1) $ — $ — $ — $ — (1) Subsequent to the adoption of ASC 606, an allowance for doubtful accounts is established only as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. The following table sets forth the net revenue earned by category of payer for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year Ended December 31, 2019 2018 2017 Commercial payers $ 2,001,105 $ 1,699,450 $ 1,598,703 Government payers 285,128 217,876 203,651 Patients 24,184 22,465 25,692 Net revenue $ 2,310,417 $ 1,939,791 $ 1,828,046 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS The Company maintains a 401(k) plan and matches 100% of employee contributions, up to 4% of employee compensation. The Company recorded expense for the defined contribution plan of $6.4 million , $6.3 million and $6.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. In the years ended December 31, 2019 , 2018 and 2017 , Company contributions of $6.6 million , $6.3 million and $14.4 million , respectively, were paid. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The income tax benefit consists of the following for the years ended December 31, 2019 , 2018 and 2017 (in thousands): 2019 2018 2017 US federal income tax (benefit) expense: Current $ — $ — $ — Deferred (3,072 ) (2,688 ) (21,944 ) (3,072 ) (2,688 ) (21,944 ) State income tax (benefit) expense: Current 2,074 1,176 1,244 Deferred (1,276 ) (1,141 ) 2,115 798 35 3,359 Total income tax benefit $ (2,274 ) $ (2,653 ) $ (18,585 ) The difference between the statutory federal income tax rate and the effective tax rate is as follows for the years ended December 31, 2019 , 2018 and 2017 : 2019 2018 2017 US federal statutory tax rate 21.0 % 21.0 % 35.0 % US federal statutory tax rate change — — 115.9 State income taxes - net of federal benefit (0.5 ) 2.4 (10.1 ) Valuation allowance (13.4 ) — — Changes in uncertain tax positions — 14.7 (8.8 ) Non-deductible expenses (3.5 ) (7.5 ) (5.6 ) Other, net (0.7 ) (0.3 ) — Effective income tax rate 2.9 % 30.3 % 126.4 % The components of deferred income tax assets and liabilities using the 21% U.S. Federal statutory tax rate were as follows as of December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Price concessions $ 12,302 $ 14,879 Compensation and benefits 3,672 1,925 Interest limitation carryforward 38,623 3,486 Operating lease liability 19,462 1,640 Net operating losses 147,749 10,155 Other 5,506 3,644 Deferred tax assets before valuation allowance 227,314 35,729 Valuation allowance (109,531 ) (1,373 ) Deferred tax assets net of valuation allowance 117,783 34,356 Deferred tax liabilities: Accelerated depreciation (10,376 ) (9,483 ) Operating lease right-of-use asset (15,442 ) — Intangible assets (71,204 ) (39,977 ) Goodwill (20,250 ) (14,700 ) Other (2,654 ) (3,677 ) Deferred tax liabilities (119,926 ) (67,837 ) Net deferred tax liabilities $ (2,143 ) $ (33,481 ) As a result of the Merger, the Company recorded a full valuation allowance against all of its net U.S. federal and state deferred tax assets with the exception of $0.8 million of estimated state net operating losses (“NOL”). The initial recognition of this valuation allowance by the Company was reflected in the opening balance sheet of BioScrip and, to that extent, did not impact the Company’s tax expense (benefit) for the year ended December 31, 2019 . The valuation allowance for deferred tax assets as of December 31, 2019 was $109.5 million . 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 the positive and negative evidence in determining if the valuation allowance is fairly stated. The Company is subject to taxation in the United States and various states. As a result of the Merger, BioScrip carried over $461.5 million of federal net operating losses, $491.9 million of state net operating losses, and $85.0 million of interest limitation carryforwards. At December 31, 2019 , the Company had $541.0 million of gross federal NOL carryforwards of which $401.2 million are available to offset future taxable income in the United States. These NOL’s will begin to expire in 2026 if not utilized. The remaining gross federal NOL’s of $139.8 million at December 31, 2019 are expected to expire unutilized due to limitations under Internal Revenue Code Section 382. At December 31, 2018 , the Company had $38.1 million of gross federal NOL’s. At December 31, 2019 and 2018 , the Company had $156.6 million and $13.6 million of interest limitation carryforwards. At December 31, 2019 and 2018 , the Company also had $601.9 million and $43.5 million of cumulative gross state NOL carryforwards available to offset future taxable income in various states. At December 31, 2019 and 2018 , the unrecognized tax benefits for uncertain tax positions was $0 . The following table presents the valuation allowance for deferred tax assets for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Additions Description Balance at Beginning of Period Charged (Benefit) to Costs and Expenses Charged to Other Accounts Balance at End Period 2017: Valuation allowance for deferred tax assets $ 765 $ 498 $ — $ 1,263 2018: Valuation allowance for deferred tax assets $ 1,263 $ 110 $ — $ 1,373 2019: Valuation allowance for deferred tax assets $ 1,373 $ 15,395 $ 92,763 $ 109,531 Currently, the Company is not subject to any U.S. Federal income tax audits. The Company is subject to various state tax audits, and believes that the outcome of these audits will not have a material impact on the Company. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (LOSS) EARNINGS PER SHARE The Company presents basic and diluted (loss) earnings per share for its common stock. Basic (loss) earnings per share is calculated by dividing the net (loss) income of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted (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 dilutive potential common shares. As a result of the Merger, all historical per share data and number of shares and equity awards were retroactively adjusted. The (loss) earnings is used as the basis of determining whether the inclusion of common stock equivalents would be anti-dilutive. Accordingly, the computation of diluted shares for the year ended December 31, 2019 excludes the effect of shares that would be issued in connection with warrants, stock options and restricted stock awards, as their inclusion would be anti-dilutive to the loss per share. As of December 31, 2019 there were 2,328,120 warrants, 644,975 stock options and 231,562 restricted stock awards outstanding that were excluded from the calculation as they would be anti-dilutive. There are no dilutive potential common shares for the years ended December 31, 2018 or 2017 . In conjunction with the one share for four share reverse stock split discussed in Note 20, Subsequent Events , all historical per share data and number of shares and equity awards were retroactively adjusted. The following table presents the Company’s basic and diluted (loss) earnings per share and shares outstanding (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Numerator: Net (loss) income $ (75,920 ) $ (6,115 ) $ 3,878 Denominator: Weighted average number of common shares outstanding 156,280 142,614 142,614 (Loss) Earnings per Common Share: (Loss) earnings per common share, basic and diluted $ (0.49 ) $ (0.04 ) $ 0.03 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES During the year ended December 31, 2019 , the Company incurred operating lease expenses of $25.8 million including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). As of December 31, 2019 , the weighted-average remaining lease term was 5.3 years and the weighted-average discount rate was 5.40% . Operating leases mature as follows (in thousands): Year Ending December 31 Minimum Payments 2020 $ 24,983 2021 19,178 2022 13,982 2023 10,605 2024 7,847 2025 and beyond 17,662 Total lease payments 94,257 Less: Interest (15,624 ) Present value of lease liabilities $ 78,633 In addition, the Company had $0.7 million of financing leases outstanding at December 31, 2019 which mature over the next year. During the year ended December 31, 2019 , the Company did not enter into any significant new operating or financing leases. As of December 31, 2019 , the Company did not have any significant operating or financing leases that had not yet commenced. During the years ended December 31, 2018 and 2017 , the Company incurred rent expense of $17.3 million , respectively, under ASC Topic 840, Leases , which was included as a component of selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). |
Leases | LEASES During the year ended December 31, 2019 , the Company incurred operating lease expenses of $25.8 million including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). As of December 31, 2019 , the weighted-average remaining lease term was 5.3 years and the weighted-average discount rate was 5.40% . Operating leases mature as follows (in thousands): Year Ending December 31 Minimum Payments 2020 $ 24,983 2021 19,178 2022 13,982 2023 10,605 2024 7,847 2025 and beyond 17,662 Total lease payments 94,257 Less: Interest (15,624 ) Present value of lease liabilities $ 78,633 In addition, the Company had $0.7 million of financing leases outstanding at December 31, 2019 which mature over the next year. During the year ended December 31, 2019 , the Company did not enter into any significant new operating or financing leases. As of December 31, 2019 , the Company did not have any significant operating or financing leases that had not yet commenced. During the years ended December 31, 2018 and 2017 , the Company incurred rent expense of $17.3 million , respectively, under ASC Topic 840, Leases , which was included as a component of selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment was as follows as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Infusion pumps $ 30,416 $ 20,339 Equipment, furniture, and other 51,454 34,433 Leasehold improvements 80,916 61,302 Computer software, purchased and internally developed 34,884 29,668 Assets under development 14,150 5,447 211,820 151,189 Less accumulated depreciation 78,622 58,047 Property and equipment, net $ 133,198 $ 93,142 Depreciation expense is recorded within cost of revenue and operating expenses within the 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 years ended December 31, 2019 , 2018 and 2017 (in thousands): Year ended December 31, 2019 2018 2017 Depreciation expense in cost of revenue $ 4,179 $ 2,993 $ 3,400 Depreciation expense in operating expenses 27,629 18,490 14,868 Total depreciation expense $ 31,808 $ 21,483 $ 18,268 During the year ended December 31, 2018 , one company location was destroyed by a hurricane, resulting in a loss of $0.6 million of property and equipment. A business casualty loss was recorded as a component of operating costs and expenses within the consolidated statements of comprehensive income (loss). During the year ended December 31, 2019 , $0.6 million in proceeds were received related to recovery of property and equipment. These proceeds resulted in a gain on business casualty loss of $0.6 million recorded as a component of selling, general, and administrative expenses in the consolidated statements of comprehensive income (loss) during the year ended December 31, 2019 . These proceeds were reflected as a component of cash flows from investing activities in the consolidated statement of cash flows. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is not amortized, but is evaluated for impairment annually in the fourth quarter of the fiscal year, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Circumstances that could trigger an interim impairment test include: a significant adverse change in the business climate or legal factors; an adverse action or assessment by a regulator; unanticipated competition; the loss of key personnel; a change in reporting units; the likelihood that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed of; and the results of testing for recoverability of a significant asset group within a reporting unit. A qualitative impairment analysis was performed in the fourth quarter of 2019 to assess whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value. The Company assessed relevant events and circumstances including macroeconomic conditions, industry and market considerations, overall financial performance, entity-specific events, and changes in the Company’s stock price. The Company determined that there was no goodwill impairment in 2019. A quantitative impairment analysis was performed in the fourth quarter of 2018 and 2017 , and the Company estimated the fair value of its reporting unit using an income approach. The income approach requires management to estimate a number of factors for its reporting unit, including projected future operating results, economic projections, anticipated future cash flows, and discount rates. The fair value determined using the income approach was then compared to marketplace fair value data from within a comparable industry grouping for reasonableness. The Company determined that there was no goodwill impairment in 2018 or 2017 . The determination of fair value and the allocation of that value to individual assets and liabilities within the reporting unit requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization, and capital expenditures. Actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit, the amount of the goodwill impairment charge, or both. Changes in the carrying amount of goodwill consist of the following activity for the years ended December 31, 2019 and 2018 (in thousands): Balance at December 31, 2017 $ 627,392 Acquisitions 5,077 Balance at December 31, 2018 $ 632,469 Acquisitions 793,073 Balance at December 31, 2019 $ 1,425,542 There was no change in the carrying amount of goodwill for the year ended December 31, 2017 . The carrying amount and accumulated amortization of intangible assets consists of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Gross intangible assets: Referral sources $ 438,121 $ 257,792 Trademarks/names 44,536 32,000 Other amortizable intangible assets 402 4,151 Total gross intangible assets 483,059 293,943 Accumulated amortization: Referral sources (84,295 ) (63,353 ) Trademarks/names (12,748 ) (8,000 ) Other amortizable intangible assets (106 ) (2,877 ) Total accumulated amortization (97,149 ) (74,230 ) Total intangible assets, net $ 385,910 $ 219,713 Amortization expense for intangible assets was $26.1 million , $19.6 million and $19.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Expected future amortization expense for intangible assets recorded at December 31, 2019 , is as follows (in thousands): 2020 $ 34,859 2021 32,015 2022 28,338 2023 28,338 2024 28,338 2025 and beyond 234,022 Total $ 385,910 The weighted average amortization period of intangible assets by class and in total as of December 31, 2019 are as follows: 17.1 years for referral sources, 4.2 years for trademarks/names, 1.5 years for other amortizable intangible assets, and 15.9 years for total intangible assets. |
EQUITY-METHOD INVESTMENTS
EQUITY-METHOD INVESTMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity-Method Investments | EQUITY-METHOD INVESTMENTS The Company’s two equity-method investments totaled $17.0 million and $14.6 million as of December 31, 2019 and 2018 , respectively, and are included in other noncurrent assets in the accompanying consolidated balance sheets. The Company’s related proportionate share of earnings is recorded in equity in earnings of joint ventures in the accompanying consolidated statements of comprehensive income (loss). For the years ended December 31, 2019 , 2018 and 2017 , the Company’s proportionate share of earnings in its equity-method investees was $2.8 million , $1.0 million and $2.2 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 $0.5 million , $2.0 million and $1.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. The following presents condensed financial information as of December 31, 2019 and December 31, 2018 and for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Consolidated statements of comprehensive income (loss) data: Year Ended December 31, 2019 2018 2017 Net revenue $ 21,037 $ 21,309 $ 23,295 Cost of revenue 14,792 15,042 17,069 Gross profit 6,245 6,267 6,226 Net income 1,986 1,772 3,278 Equity in net income 993 886 1,639 Consolidated balance sheet data: As of December 31, 2019 2018 Current assets $ 7,643 $ 5,666 Noncurrent assets 3,846 3,403 Current liabilities 903 119 Noncurrent liabilities 659 8 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 December 31, 2019 and 2018 and for the years ended December 31, 2019 , 2018 and 2017 , (in thousands): Consolidated statements of comprehensive income (loss) data: Year Ended December 31, 2019 2018 2017 Net revenue $ 38,744 $ 31,517 $ 27,805 Cost of revenue 29,952 24,433 20,665 Gross profit 8,792 7,084 7,140 Net income 3,694 268 1,094 Equity in net income 1,847 134 547 Consolidated balance sheet data: As of December 31, 2019 2018 Current assets $ 11,111 $ 6,517 Noncurrent assets 2,033 1,008 Current liabilities 1,228 192 Noncurrent liabilities 956 68 |
INDEBTEDNESS
INDEBTEDNESS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | INDEBTEDNESS Long-term debt consisted of the following as of December 31, 2019 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance ABL Facility $ — $ — $ — $ — First Lien Term Loan 925,000 (8,399 ) (22,825 ) 893,776 Second Lien Notes 412,256 (11,672 ) (7,864 ) 392,720 $ 1,337,256 $ (20,071 ) $ (30,689 ) 1,286,496 Less: current portion (9,250 ) Total long-term debt $ 1,277,246 Long-term debt consisted of the following as of December 31, 2018 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance Previous Revolving Credit Facility $ — $ — $ — $ — Previous First Lien Term Loan 401,513 (1,062 ) (5,678 ) 394,773 Previous Second Lien Term Loan 150,000 — (5,398 ) 144,602 $ 551,513 $ (1,062 ) $ (11,076 ) 539,375 Less: current portion (4,150 ) Total long-term debt $ 535,225 Retired Debt Obligations — During 2015, Option Care entered into two credit arrangements administered by Bank of America, N.A. and U.S. Bank. The agreements provided for up to $645.0 million in senior secured credit facilities through an $80.0 million revolving credit facility (the “Previous Revolving Credit Facility”), a $415.0 million first lien term loan (the “Previous First Lien Term Loan”), and a $150.0 million second lien term loan (the “Previous Second Lien Term Loan”, and together with the Previous First Lien Term Loan, the “Previous Term Loans”, and the Previous Term Loans, together with the Previous Revolving Credit Facility, the “Previous Credit Facilities”). Amounts borrowed under the credit agreements were secured by substantially all of the assets of the Company. The Company incurred an original issue discount in conjunction with entering into the Previous First Lien Term Loan of $2.1 million , and also incurred an aggregate of $21.1 million in debt issuance costs to obtain the two credit agreements. These costs were recorded as a reduction to the carrying amount in the consolidated balance sheets and were being amortized over the term of the related debt using the effective interest method for the Previous Term Loans and the straight-line method for the Previous Revolving Credit Facility. On August 6, 2019, the Company repaid the outstanding balance of Previous Term Loans and retired the outstanding Previous Credit Facilities by entering into two new credit arrangements and a notes indenture, described below under “New Debt Obligations”. At the time of repayment, the outstanding balance of the Previous First Lien Term Loan was $393.8 million , which was comprised of principal of $399.4 million , net of debt issuance costs of $0.9 million and deferred financing costs of $4.7 million . The balance of the Previous Second Lien Term Loan was $145.8 million , which was comprised of principal of $150.0 million , net of deferred financing costs of $4.2 million . Proceeds from the two new credit arrangements and notes indenture were also used, in part, to repay the outstanding debt of BioScrip as of the Merger Date of $575.0 million . The principal balance on the Previous First Lien Term Loan was repayable in quarterly installments of $1.0 million . There were no quarterly principal payments required for the Previous Second Lien Term Loan. Interest was payable monthly for the Previous First Lien Term Loan and quarterly for the Previous Second Lien Term Loan. The interest rate on the Previous First Lien Term Loan was 6.10% as of December 31, 2018 and the interest rate on the Previous Second Lien Term Loan was 11.15% as of December 31, 2018 . The weighted average interest rate paid on the Previous First Lien Term Loan was 6.20% and 6.30% for the years ended December 31, 2019 and 2018 , respectively, prior to the retirement of the debt obligations. The weighted average interest paid on the Previous Second Lien Term Loan was 11.36% and 10.80% for the years ended December 31, 2019 and 2018 , respectively, prior to the retirement of the debt obligations. New Debt Obligations — In conjunction with the Merger, the Company entered into an asset-based-lending revolving credit facility administered by Bank of America, N.A. The Company also issued senior secured second lien PIK toggle floating rate notes due 2027 (the “Second Lien Notes”) under an indenture with Ankura Trust Company, LLC. The two new credit agreements and the indenture were entered into on August 6, 2019 and provide for up to $1,475.0 million in senior secured credit facilities through a $150.0 million asset-based-lending revolving credit facility (the “ABL Facility”), a $925.0 million first lien term loan (the “First Lien Term Loan”, and together with the ABL Facility, the “Loan Facilities”), and a $400.0 million issuance of Second Lien notes. The ABL 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. Interest on the ABL Facility is charged on Base Rate loans at Base Rate, as defined, plus 1.25% to 1.75% , depending on the historical excess availability as a percentage of the Line Cap, as defined in the ABL Facility credit agreement. Interest on the ABL Facility is charged on Eurocurrency Rate Loans at the Eurocurrency Rate, as defined, plus 2.25% to 2.75% , depending on the historical excess availability as a percentage of the Line Cap, as defined in the ABL Facility credit agreement. The ABL Facility contains commitment fees payable on the unused portion 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 2.50% . Borrowings under the ABL Facility are secured by a first priority security interest in the Company’s and each of its subsidiaries’ inventory, accounts receivable, cash, deposit accounts and certain assets and property related thereto (the “ABL Priority Collateral”), in each case subject to certain exceptions, and a third priority security interest in the Term Loan Priority Collateral, as defined below. The Company had no outstanding borrowings under the ABL Facility at December 31, 2019 . The Company had $9.6 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the ABL of $140.4 million as of December 31, 2019 . The principal balance of the First Lien Term Loan is repayable in quarterly installments commencing in March 2020 of $2.3 million plus interest, with a final payment of all remaining outstanding principal due on August 6, 2026 . 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 6.20% as of December 31, 2019 . The weighted average interest rate incurred was 6.47% for the period August 6, 2019 through December 31, 2019 . Amounts borrowed under the First Lien Term Loan are secured by a first priority security interest in each of the Company’s subsidiaries’ capital stock (subject to certain exceptions) and substantially all of the Company’s property and assets (other than the ABL Priority Collateral), (the “Term Loan Priority Collateral”), in each case subject to certain exceptions, and a second priority security interest in the ABL Priority Collateral. 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 the London Interbank Offered Rate (“LIBOR”), plus 8.75% . The Company elected to pay-in-kind (“PIK”) the first quarterly interest payment, due in November 2019, which resulted in the Company capitalizing $12.3 million in interest to the principal balance on the interest payment date. In connection with the PIK election, the Company was charged an additional 1.00% in interest expense on the first quarterly interest payment. The interest rate on the Second Lien Notes was 10.66% as of December 31, 2019 . The weighted average interest incurred was 11.45% for the period August 6, 2019 through December 31, 2019 . The Company assessed whether the repayment of the Previous Term Loans and subsequent issuance of the First Lien Term Loan and the Second Lien Notes resulted in an insubstantial modification or an extinguishment of the existing debt for each loan in the syndication by grouping lenders as follows: (i) Lenders participating in both the Previous Credit Facilities and the new Loan Facilities and Second Lien Notes; (ii) previous lenders that exited; and (iii) new lenders. The Company determined that $226.7 million of the Previous First Lien Term Loan was extinguished and none of the Previous Second Lien Term Loan was extinguished, which is disclosed as an outflow from financing activities in the consolidated statements of cash flows. The Company determined that $752.4 million of new debt was issued related to the First Lien Term Loan and $250.0 million of new debt was issued related to the Second Lien Notes, which is disclosed as an inflow from financing activities in the consolidated statements of cash flows. In connection with the issuance of the First Lien Term Loan, the Second Lien Notes, and the ABL Facility, the Company incurred $52.6 million in debt issuance costs and third-party fees, of which $48.1 million was capitalized, $1.3 million was expensed as a component of other expense and $3.2 million was expensed as a loss on extinguishment as a component of other expense. Further, $21.3 million of the total fees incurred of $52.6 million was netted against the $981.1 million of proceeds from debt as a component of the cash flows from financing activities, $30.0 million was presented as deferred financing costs as a component of cash flows from financing activities, and the remaining $1.3 million was included in cash flows from operating activities. The Company recognized a loss on extinguishment of debt of $ 5.5 million , of which $3.2 million related to debt issue costs incurred with the issuance of the Loan Facilities and Second Lien Notes, as discussed above, and $2.3 million related to deferred financing fees on the Previous Credit Facilities, which were written off upon extinguishment. All remaining deferred financing fees related to the Previous Credit Facilities of $7.6 million were attributed to modified loans, which are capitalized and will be amortized over the remaining term of the Loan Facilities and Second Lien Notes. Long-term debt matures as follows (in thousands): Year Ending December 31, Minimum Payments 2020 $ 9,250 2021 9,250 2022 9,250 2023 9,250 2024 9,250 2025 and beyond 1,291,006 Total $ 1,337,256 During the year ended December 31, 2019 , the Company engaged in hedging activities to limit its exposure to changes in interest rates. See Note 13, Derivative Instruments , for further discussion. The following table presents the estimated fair values of the Company’s debt obligations as of December 31, 2019 (in thousands): Financial Instrument Carrying Value as of December 31, 2019 Markets for Identical Item (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) First Lien Note Facility $ 893,776 $ — $ 922,688 $ — Second Lien Note Facility 392,720 — — 411,119 Total debt instruments $ 1,286,496 $ — $ 922,688 $ 411,119 The following table sets forth the changes in Level 3 measurements for the year ended December 31, 2019 (in thousands): Level 3 Measurements Previous Term Loans fair value as of January 1, 2019 $ 551,882 Change in fair value (369 ) Repayments of debt principal (2,075 ) Retirements of Previous Term Loans (549,438 ) Issuance of Second Lien Notes as of August 6, 2019 388,000 Interest rate PIK 12,256 Change in fair value 10,863 Second Lien Notes fair value as of December 31, 2019 $ 411,119 See Note 14, Fair Value Measurements , for further discussion. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS The Company utilizes derivative financial instruments for hedging and non-trading purposes to limit the Company’s exposure to its variable interest rate risk. Use of derivative financial instruments in hedging strategies 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. 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 rising interest rates. 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 and received cash proceeds of $1.7 million , net of early termination fees. In conjunction with the termination of the interest rate caps, Option Care discontinued the hedge accounting associated with the 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. 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 LIBOR through August 2021. The second interest rate swap for $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 payment indexed to three-month LIBOR through November 2020. In accordance with ASU 2017-12, Targeted Improvements to Accounting for Hedges , the Company has determined that the hedges are perfectly effective. The remaining $13.9 million notional amount of the first interest rate swap is not designated as a hedging instrument. The following table summarizes the amount and location of the Company’s derivative instruments in the consolidated balance sheets (in thousands): Fair value - Derivatives in asset position Derivative Balance Sheet Caption December 31, 2019 December 31, 2018 Interest rate caps designated as cash flow hedges Prepaid expenses and other current assets $ — $ 2,627 Total derivatives $ — $ 2,627 Fair value - Derivatives in liability position Derivative Balance Sheet Caption December 31, 2019 December 31, 2018 Interest rate swaps designated as cash flow hedges Accrued expenses and other current liabilities $ 1,275 $ — Interest rate swaps designated as cash flow hedges Other noncurrent liabilities 5,920 — Interest rate swaps not designated as hedges Other noncurrent liabilities 90 — Total derivatives $ 7,285 $ — 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 $13.9 million notional amount not designated as a hedging instrument are recognized in net income 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 consolidated statements of comprehensive income (loss) (in thousands): Years Ended December 31, Derivative 2019 2018 2017 Interest rate caps designated as cash flow hedges $ (1,103 ) $ 1,008 $ 94 Interest rate swaps designated as cash flow hedges (7,195 ) — — Total $ (8,298 ) $ 1,008 $ 94 The following table presents the amount and location of pre-tax income (loss) recognized in the Company’s consolidated statement of comprehensive income (loss) related to the Company’s derivative instruments (in thousands): Year Ended December 31, Derivative Income Statement Caption 2019 2018 2017 Interest rate caps designated as cash flow hedges Interest expense $ (125 ) $ 300 $ 5 Interest rate swaps designated as cash flow hedges Interest expense (115 ) — — Interest rate swaps not designated as hedges Interest expense (92 ) — — Total $ (332 ) $ 300 $ 5 The Company expects to reclassify $5.1 million of total interest rate costs from accumulated other comprehensive loss against interest expense during the next 12 months. |
FAIR VALUE MEASURMENTS
FAIR VALUE MEASURMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 three levels of inputs within the fair value hierarchy are defined in Note 2, Summary of Significant Accounting Policies. 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 12, Indebtedness , for further discussion on 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 12, Indebtedness , for further discussion on 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 13, Derivative Instruments , for further discussion on the fair value of the interest rate swaps. Interest rate caps : The fair values of interest rate caps 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. In April 2019, Option Care terminated its interest rate caps. See Note 13, Derivative Instruments , for further discussion on the fair value of the interest rate caps. There were no other assets or liabilities measured at fair value at December 31, 2019 or 2018 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 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. |
STOCK-BASED INCENTIVE COMPENSAT
STOCK-BASED INCENTIVE COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Incentive Compensation | 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 16,406,939 shares ( 4,101,735 equivalent shares after adjusting for the one share for four share reverse stock split) of common stock were initially authorized for issuance under the 2018 Plan. Stock Options — Options granted under the 2018 Plan typically vest over a three -year period and, in certain instances, may fully vest upon a change in control of the Company. The options also typically have an exercise price that may not be less than 100% of its fair market value on the date of grant and are exercisable seven to ten years after the date of grant, subject to earlier termination in certain circumstances. Compensation expense from stock options is recognized on a straight-line basis over the requisite service period. During the year ended December 31, 2019 , the Company recognized compensation expense related to stock options of $0.4 million . The Company did not recognize any compensation expense related to stock options prior to the Merger. The Company did no t grant any options during the year ended December 31, 2019 . A summary of stock option activity from the Merger Date through December 31, 2019 was as follows (all amounts adjusted for the one share for four share reverse stock split): Options Weighted Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted Average Remaining Contractual Life Balance at December 31, 2018 — $ — $ — Acquired in Merger 812,565 $ 13.88 $ 3,935 Granted — $ — $ — Exercised (158,270 ) $ 7.64 $ 995 Forfeited and expired (9,320 ) $ 17.72 $ 29 Balance at December 31, 2019 644,975 $ 15.36 $ 2,754 2.4 years Exercisable at December 31, 2019 597,856 $ 15.76 $ 2,524 1.9 years During the year ended December 31, 2019 , shares were surrendered to satisfy tax withholding obligations on the exercise of stock options with a cost basis of $0.4 million , which are all held as treasury stock as of December 31, 2019 . No cash was received from stock option exercises under share-based payment arrangements for the years ended December 31, 2019 , 2018 or 2017 . The maximum term of stock options under these plans is ten years. Options outstanding as of December 31, 2019 expire on various dates ranging from February 2020 through November 2028. The following table outlines the outstanding and exercisable stock options as of December 31, 2019 (all amounts adjusted for the one share for four share reverse stock split): Options Outstanding Options Exercisable Range of Option Exercise Price Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Options Exercisable Weighted Average Exercise Price $0.00 - $8.24 139,168 $ 4.87 1.0 year 135,867 $ 4.83 $8.24 - $16.52 295,224 $ 10.33 3.7 years 251,406 $ 10.34 $16.52 - $24.76 38,250 $ 20.97 2.5 years 38,250 $ 20.97 $24.76 - $33.00 148,333 $ 28.57 0.8 years 148,333 $ 28.57 $33.00 - $41.28 — $ — — — $ — $41.28 - $49.52 18,750 $ 44.16 3.2 years 18,750 $ 44.16 $49.52 - $57.76 4,000 $ 56.24 3.0 years 4,000 $ 56.24 $57.76 - $66.00 — $ — — — $ — $66.00 - $74.28 1,250 $ 66.52 3.6 years 1,250 $ 66.52 All options 644,975 597,856 As of December 31, 2019 , there was $0.2 million of unrecognized compensation expense related to unvested option grants that is expected to be recognized over a weighted-average period of 1.5 years . Restricted Stock — Restricted stock grants subject solely to an employee’s continued service with the Company generally will become fully vested within one to three years from the grant date and, in certain instances, may fully vest upon a change in control of the Company. Restricted stock grants subject solely to a Director’s continued service with the Company generally will become fully vested within one year from the date of grant. Compensation expense from restricted stock is recognized on a straight-line basis over the requisite service period. During the year ended December 31, 2019 , the Company recognized compensation expense related to restricted stock awards of $1.9 million . The Company did not recognize any compensation expense related to restricted stock awards prior to the Merger. A summary of restricted stock award activity from the Merger Date through December 31, 2019 was as follows: Restricted Stock Weighted Average Grant Date Fair Value Balance at December 31, 2018 — $ — Acquired in Merger (1) 280,120 $ 10.68 Granted 169,123 $ 10.72 Vested and issued (1) (214,926 ) $ 10.68 Forfeited and expired (1) (2,755 ) $ 10.68 Balance at December 31, 2019 231,562 $ 10.68 (1) Weighted average grant date fair value was calculated as $2.67 stock price on the August 6, 2019 Merger Date, multiplied by four to adjust for the one share for four share reverse stock split. During the year ended December 31, 2019 , shares were surrendered to satisfy tax withholding obligations on the vesting of restricted stock awards with a cost basis of $2.1 million , of which $2.0 million is held as treasury stock as of December 31, 2019 . As of December 31, 2019, there was $2.4 million in unrecognized compensation expense related to unvested restricted stock awards that is expected to be recognized over a weighted average period of 2.7 years . The total fair value of restricted stock awards vested during the years ended December 31, 2019 , 2018 and 2017 was $1.9 million , $0 and $0 , respectively. HC I Incentive Units — Beginning in October 2015, HC I implemented an equity incentive plan for certain officers and employees of the Company. Incentive units are equity-based awards subject to time and performance vesting restrictions. The compensation expense related to this plan has been reflected in the Company’s financial statements. In accordance with ASC Topic 718, Compensation-Stock Compensation , compensation expense is recognized on a straight-line basis over the vesting period of the award or the employee’s retirement eligible date, if earlier. During the years ended December 31, 2019 , 2018 and 2017 , the Company recognized compensation expense related to the HC I incentive units of $1.9 million , $2.1 million and $1.4 million , respectively. The fair value of each award was determined using a Monte-Carlo simulation with the following weighted average assumptions used for the years ended December 31, 2019 and 2018 : Risk-free interest rate (1) 2.25 % Average time to liquidity (years) (2) 2.13 Volatility (3) 47.00 % Discount for lack of marketability (4) 30.00 % Weighted-average grant-date fair value per share $1.13 (1) Represents the US Treasury security rate for the expected time to liquidity event. (2) Represents the period of time expected prior to liquidity event. (3) Based on historical volatility of comparable public companies. (4) Represents a discount taken to reflect the private nature of the investment. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY As further discussed in Note 20, Subsequent Events , on February 3, 2020, the Company completed a one share for four share reverse stock split. All common shares, warrants and stock awards have been retrospectively adjusted for the reverse stock split for all periods presented in these consolidated financial statements. 2017 Warrants — Prior to the Merger, BioScrip issued warrants to certain debt holders pursuant to a Warrant Purchase Agreement dated as of June 29, 2017. In conjunction with the Merger, the 2017 Warrants were amended to entitle the purchasers of the warrants to purchase 8.3 million shares ( 2.1 million equivalent shares after adjusting for the reverse stock split) of common stock. The 2017 Warrants have a 10 -year term and an exercise price of $2.00 per share ( $8.00 per share after adjusting for the reverse stock split), and may be exercised by payment of the exercise price in cash or surrender of shares of common stock into which the 2017 Warrants are being converted in an aggregate amount sufficient to pay the exercise price. The 2017 Warrants are classified as equity instruments, and the fair value of these warrants of $14.1 million was recorded in paid-in capital as of the Merger Date. Subsequent to the Merger Date through December 31, 2019, warrant holders exercised warrants to purchase 2.6 million shares ( 0.7 million equivalent shares after adjusting for the reverse stock split) of common stock. No proceeds were received from these exercises as the warrant holders elected to surrender shares to pay the exercise price. At December 31, 2019, the remaining warrant holders are entitled to purchase 5.7 million shares ( 1.4 million equivalent shares after adjusting for the reverse stock split) of common stock. 2015 Warrants — Prior to the Merger, BioScrip issued warrants pursuant to a Common Stock Warrant Agreement dated as of March 9, 2015 which entitle the holders to purchase 3.7 million shares ( 0.9 million equivalent shares after adjusting for the reverse stock split) of common stock. The 2015 Warrants have a 10 -year term and have exercise prices in a range of $5.17 per share to $6.45 per share ( $20.68 per share to $25.80 per share after adjusting for the reverse stock split). The 2015 Warrants were assumed by the Company in conjunction with the Merger and are classified as equity instruments, and the fair value of these warrants of $4.6 million was recorded in paid in capital as of the Merger Date. Home Solutions Restricted Stock — In conjunction with BioScrip’s 2016 acquisition of Home Solutions, Inc., 7.1 million ( 1.8 million equivalent shares after adjusting for the reverse stock split) restricted shares of common stock were issued, of which 3.1 million ( 0.8 million equivalent shares after adjusting for the reverse stock split) of these units vest upon the closing price of the Company’s common stock averaging at or above $4.00 per share ( $16.00 per share after adjusting for the reverse stock split) over 20 consecutive trading days prior to December 31, 2019 and 4.0 million ( 1.0 million equivalent shares after adjusting for the reverse stock split) of these units vest upon the closing price of the Company’s common stock averaging at or above $5.00 per share ( $20.00 per share after adjusting for the reverse stock split) 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 , 28,193,428 common shares ( 7,048,357 equivalent shares after adjusting for the reverse stock split) 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 28,193,428 common shares ( 7,048,357 equivalent shares after adjusting for the reverse stock split) held in escrow will be returned to the Company and canceled. As of December 31, 2019 , the Home Solutions restricted stock remained in escrow pending final resolution of this matter. Treasury Stock — During the year ended December 31, 2019 , 1,160,469 shares ( 290,117 equivalent shares after adjusting for the reverse stock split) were surrendered to satisfy tax withholding obligations on the exercise of stock options and the vesting of restricted stock awards with a cost basis of $2.5 million , of which $2.4 million remains held in treasury as of December 31, 2019 . At December 31, 2019 , the Company held 1,534,886 shares ( 383,722 equivalent shares after adjusting for the reverse stock split) of treasury stock. No treasury stock existed prior to the Merger. Preferred Stock — In conjunction with the Merger, all legacy BioScrip preferred stock was settled, and no preferred stock is outstanding as of December 31, 2019 . There was no preferred stock existing as of December 31, 2018 . |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS Management Services — In conjunction with the Option Care Acquisition, the Company entered into two separate Management Services Agreements with Madison Dearborn Partners VI-B, L.P. and Walgreen Co. Each Management Services Agreement required the Company to pay $0.3 million to each party quarterly beginning July 1, 2015 for on-going management, consulting and financial services provided to the Company. Following the close of the Merger, both Management Services Agreements were terminated. In 2019, prior to the Merger, the Company incurred $1.5 million of management services expense, which has been reflected as a component of selling, general and administrative expense in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2019 . During the years ended December 31, 2018 and 2017 , management services expense of $2.0 million was recorded as a component of selling, general, and administrative expense in the consolidated statements of comprehensive income (loss). Management Equity Ownership Plan — In October 2015, HC I implemented an equity ownership and incentive plan for certain officers and employees of Option Care. The officers were able to purchase membership units in HC I and could fund a portion of the purchase with a loan from Option Care. These loans were treated as a shareholder contribution in Option Care. For the year ended December 31, 2019 , 2018 and 2017 , $0 , $0.4 million , and $0 , respectively, were credited to paid-in capital related to HC I membership units purchased with a loan from Option Care. During the year ended December 31, 2019 , shareholder redemptions totaled $2.4 million , comprised of a cash distribution to HC I of $2.0 million and notes redeemed of $0.4 million . There were no shareholder redemptions during the year ended December 31, 2018 . During the year ended December 31, 2017 , shareholder redemptions totaled $0.1 million for notes redeemed by the officers, which was treated as a shareholder redemption that reduced paid-in-capital. During the year ended December 31, 2019 , prior to the Merger, Option Care sold its notes receivable from management, along with all accrued interest expense, to a third-party bank. Option Care received cash proceeds of $1.3 million , which represented payment of $1.1 million in outstanding notes receivable from management and payment of $0.2 million in accrued interest expense. Notes receivable from management of $0 and $1.6 million remained outstanding as of December 31, 2019 and 2018 , respectively. The notes receivable from management and associated interest receivable are recorded in management notes receivable as a reduction to equity on the Company’s consolidated balance sheets as of December 31, 2018 . 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 $2.5 million , $2.2 million and $1.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Management fees are recorded in net revenues in the accompanying consolidated statements of comprehensive income (loss). The Company had amounts due to its joint ventures of $4.3 million as of December 31, 2019 . The Company also had amounts due to its joint ventures of $0.9 million and amounts due from its joint ventures of $0.1 million as of December 31, 2018 . These payables were included in accrued expenses and other current liabilities in the accompanying balance sheets and these receivables were included in prepaid expenses and other current assets in the accompanying balance sheets. These balances primarily relate to cash collections received by the Company on behalf of the joint ventures, offset by certain pharmaceutical inventories purchased by the Company on behalf of the joint ventures. |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of unaudited quarterly financial information for the years ended December 31, 2019 and 2018 is as follows (in thousands except per share amounts). First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2019 Net revenue $ 476,492 $ 497,266 $ 615,880 $ 720,779 Gross profit 98,194 101,390 137,773 175,642 Operating income (loss) 5,438 (8,005 ) (11,725 ) 13,973 Net loss $ (3,712 ) $ (13,603 ) $ (42,794 ) $ (15,811 ) Loss per share, basic and diluted $ (0.03 ) $ (0.10 ) $ (0.26 ) $ (0.09 ) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2018 Net revenue $ 460,643 $ 479,490 $ 493,928 $ 505,730 Gross profit 101,696 101,274 108,245 111,000 Operating income 3,065 8,897 12,759 13,548 Net (loss) income $ (6,851 ) $ (4,309 ) $ 1,791 $ 3,254 (Loss) income per share, basic and diluted $ (0.05 ) $ (0.03 ) $ 0.01 $ 0.02 The net loss in the third quarter of 2019 included transaction expenses, integration costs and loss on extinguishment of debt incurred in conjunction with the Merger. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENTS The Company has evaluated whether any subsequent events occurred since December 31, 2019 and noted the following subsequent events: 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 symbols 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 consolidated financial statements, which was retrospectively applied to all periods presented in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States. |
Principles of Consolidation | Principles of Consolidation — The Company’s 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable — The Company’s accounts receivable are reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing services, which is inclusive of adjustments for price concessions. The majority of accounts receivable are due from private insurance carriers and governmental health care programs, such as Medicare and Medicaid. Price concessions may result from patient hardships, patient uncollectible accounts sent to collection agencies, lack of recovery due to not receiving prior authorization, differing interpretations of covered therapies in payer contracts, different pricing methodologies, or various other reasons. Subsequent to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), an allowance for doubtful accounts is established only as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. |
Inventory | Inventory — Inventory, which consists primarily of pharmaceuticals, is stated at the lower of first‑in, first‑out cost or net realizable value basis, which the Company believes is reflective of the physical flow of inventories. |
Leases | Leases — The Company has lease agreements for facilities, warehouses, office space and property and equipment. Effective as of January 1, 2019, at the inception of a contract, the Company determines if the contract is a lease or contains an embedded lease arrangement. Operating leases are included in the operating lease right-of-use asset (“ROU asset”) and operating lease liabilities in the consolidated financial statements. ROU assets, which represent the Company’s right to use the leased assets, and operating lease liabilities, which represent the present value of unpaid lease payments, are both recognized by the Company at the lease commencement date. The Company utilizes its estimated incremental borrowing rate at the lease commencement date to determine the present value of unpaid lease obligations. The rates were estimated primarily using a methodology dependent on the Company’s financial condition, creditworthiness, and availability of certain observable data. In particular, the Company considered its actual cost of borrowing for collateralized loans and its credit rating, along with the corporate bond yield curve in estimating its incremental borrowing rates. ROU assets are recorded as the amount of operating lease liability, adjusted for prepayments, accrued lease payments, initial direct costs, lease incentives, and impairment of the ROU asset. Tenant improvement allowances used to fund leasehold improvements are recognized when earned and reduce the related ROU asset. Tenant improvement allowances are recognized through the ROU asset as a reduction of expense over the term of the lease. Leases may contain rent escalations, however the Company recognizes the lease expense on a straight-line basis over the expected lease term. The Company reviews the terms of any lease renewal options to determine if it is reasonably certain that the renewal options will be exercised. The Company has determined that the expected lease term is typically the minimum non-cancelable period of the lease. The Company has lease agreements that contain both lease and non-lease components which the Company has elected to account for as a single lease component for all asset classes. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the term of the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Goodwill and Intangible Assets | Goodwill, Intangible Assets, and Property and Equipment — Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company accounts for goodwill under ASC Topic 350, Intangibles - Goodwill and Other. The Company tests goodwill for impairment annually, or more frequently whenever events or circumstances indicate impairment may exist. Goodwill is stated at cost less accumulated impairment losses. The Company completes its goodwill impairment test annually in the fourth quarter. See Note 10, Goodwill and Other Intangible Assets , for further discussion of the Company’s goodwill and other intangible assets. Intangible assets arising from the Company’s acquisitions are amortized on a straight‑line basis over the estimated useful life of each asset. Referral sources have a useful life of 15 - 20 years. Trademarks/names have a useful life ranging from two to fifteen years. The useful lives for other amortizable intangible assets range from approximately two to nine years. |
Property and Equipment | Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation on owned property and equipment is provided for on a straight‑line basis over the estimated useful lives of owned assets. Leasehold improvements are amortized over the estimated useful life of the property or over the term of the lease, whichever is shorter. Estimated useful lives are seven years for infusion pumps and three years to thirteen years for equipment. Major repairs, which extend the useful life of an asset, are capitalized in the property and equipment accounts. Routine maintenance and repairs are expensed as incurred. Computer software is included in property and equipment and consists of purchased software and internally-developed software. The Company capitalizes application-stage development costs for significant internally-developed software projects. Once the software is ready for its intended use, these costs are amortized on a straight‑line basis over the software’s estimated useful life, generally five years. Costs recognized in the preliminary project phase and the post-implementation phase, as well as maintenance and training costs, are expensed as incurred. The Company tests long‑lived assets for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. Once identified, the amount of the impairment is computed by comparing the carrying value of the respective asset or asset group to its fair value, which is based on the discounted estimated future cash flows. |
Equity Method Investments | 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 consolidated balance sheets. The investment is increased to reflect the Company’s capital contributions and equity in earnings of the investees. The investment is 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 consolidated statements of comprehensive income (loss). |
Stock Based Incentive Compensation | Stock Based Incentive Compensation - The Company accounts for stock-based incentive compensation expense in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). Stock-based incentive compensation expense is based on the grant date fair value. The Company estimates the fair value of stock option awards using a Black-Scholes option pricing model and the fair value of restricted stock unit awards using the closing price of the Company’s common stock on the grant date. For awards with a service-based vesting condition, the Company recognizes expense on a straight-line basis over the service period of the award. For awards with performance-based vesting conditions, the Company will recognize expense when it is probable that the performance-based conditions will be met. When the Company determines that it is probable that the performance-based conditions will be met, a cumulative catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis through the remainder of the vesting period and will be updated if the Company determines that there has been a change in the probability of achieving the performance-based conditions. The Company records the impact of forfeited awards in the period in which the forfeiture occurs. Prior to the Merger, HCI issued incentive units to certain employees of Option Care, who remained employees of the Company following the Merger. In accordance with ASC 718, the Company recognizes compensation expense on a straight-line basis over the shorter of the vesting period of the award or the employee’s expected eligibility date. HC I also issued equity incentive units to certain members of the Option Care Board of Directors, who remained members of the Board of Directors following the Merger. |
Business Acquisitions | Business Acquisitions - The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations , with assets and liabilities being recorded at their acquisition date fair value and goodwill being calculated as the purchase price in excess of the net identifiable assets |
Revenue | Revenue Recognition — Net revenue is reported at the net realizable value amount that reflects the consideration the Company expects to receive in exchange for providing services. Revenues are from government payers, commercial payers, and patients for goods and services provided and are based on a gross price based on payer contracts, fee schedules, or other arrangements less any implicit price concessions. 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. The Company assesses the expected consideration to be received at the time of patient acceptance based on the verification of the patient’s insurance coverage, historical information with the patient, similar patients, or the payer. Performance obligations are determined based on the nature of the services provided by the Company. The majority of the Company’s performance obligations are to provide infusion services to deliver medicine, nutrients, or fluids directly into the body. The Company provides a variety of infusion-related therapies to patients, which frequently include multiple deliverables of pharmaceutical drugs and related nursing services. After applying the criteria from ASC 606, the Company concluded that multiple performance obligations exist in its contracts with its customers. Revenue is allocated to each performance obligation based on relative standalone price, determined based on reimbursement rates established in the third-party payer contracts. Pharmaceutical drug revenue is recognized at the time the pharmaceutical drug is delivered to the patient, and nursing revenue is recognized on the date of service. The Company's outstanding performance obligations relate to contracts with a duration of less than one year. Therefore, the Company has elected to apply the practical expedient provided by ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Any unsatisfied or partially unsatisfied performance obligations at the end of a reporting period are generally completed prior to the patient being discharged. On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective approach applied to those contracts that were not completed as of that date. The Company did not record a cumulative catch-up adjustment, as the timing and measurement of revenue for the Company’s customers is similar to its prior revenue recognition model. ASC 606 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. ASC 606 requires application of a five-step model to determine when to recognize revenue and at what amount. The revenue standard applies to all contracts with customers and revenues are to be recognized when control of the promised goods or services is transferred to the Company’s patients in an amount that reflects consideration expected to be received in exchange for those goods or services. |
Cost of Revenue | Cost of Revenue — Cost of revenue consists of the actual cost of pharmaceuticals and other medical supplies dispensed to patients, as well as all other costs directly related to the production of revenue. These costs include warehousing costs, purchasing costs, freight costs, cash discounts, wages and related costs for pharmacists and nurses, along with depreciation expense relating to revenue-generating assets, such as infusion pumps. The Company receives prompt payment discounts from some of its pharmaceutical and medical supplies vendors. These prompt payment discounts are recorded as a reduction of inventory and are accounted for as a reduction of cost of goods sold when the related inventory is sold. The Company also receives rebates from pharmaceutical and medical supply manufacturers. Rebates are generally volume-based incentives and are recorded as a reduction of inventory and are accounted for as a reduction of cost of goods sold when the related inventory is sold. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — Selling, general and administrative expenses mainly consist of salaries for administrative employees that directly and indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees. |
Income Taxes | Income Taxes — On December 22, 2017, the U.S. government enacted H.R. 1, commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act significantly changed U.S. tax law by, among other things, reducing the corporate tax rate from 35% to 21%, effective January 1, 2018. In addition, there are many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, and usage of future net operating losses. Included in the tax benefit for 2017 is the impact of the corporate tax rate reduction which resulted in a $17.0 million non-cash adjustment of our net deferred tax liabilities and a corresponding credit to income tax benefit. While the corporate tax rate reduction was effective January 1, 2018, the Company accounted for this anticipated rate change in 2017, the period of enactment. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are reported for book-tax basis differences and are measured based on currently enacted tax laws using rates expected to apply to taxable income in the years in which the differences are expected to reverse. The effect of a change in tax rate on deferred taxes is recognized in income tax expense in the period that includes the enactment date of the change. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company recognizes income tax positions that are more likely than not to be sustained on their technical merits. The Company measures recognized income tax positions at the maximum benefit that is more likely than not, based on cumulative probability, realizable upon final settlement of the position. Interest and penalties related to unrecognized tax benefits are reported in income tax expense. |
Concentrations of Business Risk | 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% , 17% and 17% for the years ended December 31, 2019 , 2018 and 2017 , respectively. In December 2019, the Company renewed and expanded its multi-year contract with this payer. The contract renewal is effective in February 2020 for a two-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 years presented. For the years ended December 31, 2019 , 2018 and 2017 , approximately 12% , 12% and 14% , respectively, of the Company’s revenue was reimbursable through direct government healthcare programs such as Medicare and Medicaid. As of December 31, 2019 and 2018 , approximately 12% and 13% , respectively, of the Company’s accounts receivable was related to these programs. Governmental programs reimburse 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, concentrations 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 year ended December 31, 2019 , approximately 70% of the Company’s pharmaceutical and medical supply purchases were from three vendors. For the years ended December 31, 2018 and 2017 , approximately 66% and 73% , respectively, of the Company’s pharmaceutical and medical supply purchases were from two 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. |
Fair Value Measurements | Fair Value Measurements — The fair value measurement accounting standard, ASC Topic 820, Fair Value Measurement (“ASC 820”), provides a framework for measuring fair value and defines fair value as the price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The standard establishes a valuation hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on independent market data sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available. The valuation hierarchy is composed of three categories. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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. 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 three levels of inputs within the fair value hierarchy are defined in Note 2, Summary of Significant Accounting Policies. 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 12, Indebtedness , for further discussion on 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 12, Indebtedness , for further discussion on 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 13, Derivative Instruments , for further discussion on the fair value of the interest rate swaps. Interest rate caps : The fair values of interest rate caps 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. |
Recent Accounting Pronouncements | Recently-Adopted Accounting Pronouncements — In February 2016, the FASB issued ASU No. 2016-02, Leases , intended to improve financial reporting about leasing transactions. The new guidance requires entities that lease assets to recognize on their balance sheets the ROU assets and lease liabilities for the rights and obligations created by those leases and to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018 for public entities and certain not-for-profits. The Company adopted the standard as of January 1, 2019. ASU 2016-02 allows for an optional transition method, which was elected by the Company, and permits the application of the standard as of the effective date without requiring the standard to be applied to the comparative periods presented in the consolidated financial statements. The Company elected the transition package of three practical expedients allowed by ASU 2016-02, which allows the Company not to reassess prior conclusions about lease identification, lease classification and initial, direct costs. The Company did not elect the practical expedient to use hindsight and, accordingly, the initial lease term did not differ under the new standard versus prior accounting practice. The Company also made a policy election not to apply this standard to any leases with a term of 12 months or less. Adoption of ASU 2016-02 resulted in the Company recording an operating lease liability of $67.0 million and a corresponding ROU asset of $59.9 million in the consolidated balance sheet as of January 1, 2019. See Note 8, Leases , for further discussion on leases. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . The ASU requires that an entity recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for these goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017 for public entities and certain not-for-profits. The Company adopted the standard as of January 1, 2018. ASU 2014-09 allows for a modified retrospective approach upon adoption, which was elected by the Company, and permits application of the standard only to contracts that are not completed at the adoption date with no adjustment to the comparative periods presented in the consolidated financial statements. The Company also elected the practical expedient for the portfolio approach, allowing contracts with similar characteristics and impacts to the financial statements to be evaluated together. ASU 2014-09 requires the Company to recognize revenue as the amount of cash that is ultimately expected to be collected, which resulted in the Company treating its previously-reported provision for doubtful accounts as an implicit price concession and a reduction to revenue. Other than the treatment of bad debt expense, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. See Note 4, Revenue , for further discussion on revenue. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2019-09 modifies when a change to the terms or conditions of share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition, or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The effective date for ASU 2017-09 is for annual or interim periods beginning after December 15, 2017. The Company adopted the standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Recent 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. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Consideration Exchanged | 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, which occurred on February 3, 2020. See Note 20, Subsequent Events , for further discussion of this stock split. |
Schedule of Acquired Identifiable Assets and Assumed Liabilities | The following is a preliminary estimate of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Merger as of August 6, 2019 (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) (64,030 ) Other assumed liabilities, net of other acquired assets (7) (20,233 ) Total acquired identifiable assets and liabilities 294,141 Goodwill (8) 793,073 Total consideration transferred $ 1,087,214 (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 Value Weighted Average Estimated Life (in years) Trademarks/Names $ 12,536 2 Patient referral sources 180,329 20 Licenses 380 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 6, 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 preliminarily resulted in $793.1 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. |
Schedule of Allocation of Consideration to Intangible Assets Acquired | The allocation of consideration exchanged to intangible assets acquired is as follows (in thousands): Fair Value Weighted Average Estimated Life (in years) Trademarks/Names $ 12,536 2 Patient referral sources 180,329 20 Licenses 380 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 6, 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 preliminarily resulted in $793.1 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. |
Schedule of Pro Forma Financial Information | 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 following tables provide estimated unaudited pro forma results of operations for the years ended December 31, 2019 and 2018 (in thousands). The estimated pro forma net income 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. Year Ended December 31, 2019 2018 Net revenue $ 2,755,361 $ 2,648,694 Net loss (49,566 ) (70,932 ) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of the Impact of Adoption of Standards | Adoption of the standard impacted the Company’s results as follows (in thousands): Prior to ASC 606 Adoption Adjustments for ASC 606 Subsequent to ASC 606 Adoption As of December 31, 2019 Consolidated Balance Sheets Accounts receivable, net $ 324,416 $ — $ 324,416 Year Ended December 31, 2019 Consolidated Statement of Comprehensive Income (Loss) Net revenue $ 2,382,058 $ (71,641 ) $ 2,310,417 Provision for doubtful accounts (71,641 ) 71,641 — Operating loss (319 ) — (319 ) Consolidated Statements of Cash Flows Changes in operating cash flows: Accounts receivable, net 82,285 — 82,285 As of December 31, 2018 Consolidated Balance Sheets Accounts receivable, net $ 310,169 $ — $ 310,169 Year Ended December 31, 2018 Consolidated Statement of Comprehensive Income (Loss) Net revenue $ 2,001,132 $ (61,341 ) $ 1,939,791 Provision for doubtful accounts (61,341 ) 61,341 — Operating income 38,269 — 38,269 Consolidated Statements of Cash Flows Changes in operating cash flows: Accounts receivable, net (21,012 ) — (21,012 ) |
Schedule of Allowance for Doubtful Accounts | The following table presents the allowance for doubtful accounts for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Balance at Beginning of Period Write-Off of Receivables Charged to Costs and Expenses Balance at End of Period Year ended December 31, 2017 Allowance for doubtful accounts $ 32,144 $ (34,920 ) $ 45,602 $ 42,826 Year ended December 31, 2018 Allowance for doubtful accounts (1) $ — $ — $ — $ — Year ended December 31, 2019 Allowance for doubtful accounts (1) $ — $ — $ — $ — (1) Subsequent to the adoption of ASC 606, an allowance for doubtful accounts is established only as a result of an adverse change in the Company’s payers’ ability to pay outstanding billings. |
Schedule of Net Revenue Earned by Category of Payer | The following table sets forth the net revenue earned by category of payer for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year Ended December 31, 2019 2018 2017 Commercial payers $ 2,001,105 $ 1,699,450 $ 1,598,703 Government payers 285,128 217,876 203,651 Patients 24,184 22,465 25,692 Net revenue $ 2,310,417 $ 1,939,791 $ 1,828,046 |
INCOME TAXES Income Taxes (Tabl
INCOME TAXES Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The income tax benefit consists of the following for the years ended December 31, 2019 , 2018 and 2017 (in thousands): 2019 2018 2017 US federal income tax (benefit) expense: Current $ — $ — $ — Deferred (3,072 ) (2,688 ) (21,944 ) (3,072 ) (2,688 ) (21,944 ) State income tax (benefit) expense: Current 2,074 1,176 1,244 Deferred (1,276 ) (1,141 ) 2,115 798 35 3,359 Total income tax benefit $ (2,274 ) $ (2,653 ) $ (18,585 ) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the statutory federal income tax rate and the effective tax rate is as follows for the years ended December 31, 2019 , 2018 and 2017 : 2019 2018 2017 US federal statutory tax rate 21.0 % 21.0 % 35.0 % US federal statutory tax rate change — — 115.9 State income taxes - net of federal benefit (0.5 ) 2.4 (10.1 ) Valuation allowance (13.4 ) — — Changes in uncertain tax positions — 14.7 (8.8 ) Non-deductible expenses (3.5 ) (7.5 ) (5.6 ) Other, net (0.7 ) (0.3 ) — Effective income tax rate 2.9 % 30.3 % 126.4 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred income tax assets and liabilities using the 21% U.S. Federal statutory tax rate were as follows as of December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Price concessions $ 12,302 $ 14,879 Compensation and benefits 3,672 1,925 Interest limitation carryforward 38,623 3,486 Operating lease liability 19,462 1,640 Net operating losses 147,749 10,155 Other 5,506 3,644 Deferred tax assets before valuation allowance 227,314 35,729 Valuation allowance (109,531 ) (1,373 ) Deferred tax assets net of valuation allowance 117,783 34,356 Deferred tax liabilities: Accelerated depreciation (10,376 ) (9,483 ) Operating lease right-of-use asset (15,442 ) — Intangible assets (71,204 ) (39,977 ) Goodwill (20,250 ) (14,700 ) Other (2,654 ) (3,677 ) Deferred tax liabilities (119,926 ) (67,837 ) Net deferred tax liabilities $ (2,143 ) $ (33,481 ) |
Summary of Valuation Allowance | The following table presents the valuation allowance for deferred tax assets for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Additions Description Balance at Beginning of Period Charged (Benefit) to Costs and Expenses Charged to Other Accounts Balance at End Period 2017: Valuation allowance for deferred tax assets $ 765 $ 498 $ — $ 1,263 2018: Valuation allowance for deferred tax assets $ 1,263 $ 110 $ — $ 1,373 2019: Valuation allowance for deferred tax assets $ 1,373 $ 15,395 $ 92,763 $ 109,531 |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following table presents the Company’s basic and diluted (loss) earnings per share and shares outstanding (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Numerator: Net (loss) income $ (75,920 ) $ (6,115 ) $ 3,878 Denominator: Weighted average number of common shares outstanding 156,280 142,614 142,614 (Loss) Earnings per Common Share: (Loss) earnings per common share, basic and diluted $ (0.49 ) $ (0.04 ) $ 0.03 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Maturities of Lease Liabilities, Operating | Operating leases mature as follows (in thousands): Year Ending December 31 Minimum Payments 2020 $ 24,983 2021 19,178 2022 13,982 2023 10,605 2024 7,847 2025 and beyond 17,662 Total lease payments 94,257 Less: Interest (15,624 ) Present value of lease liabilities $ 78,633 |
Maturities of Lease Liabilities, Financing | Operating leases mature as follows (in thousands): Year Ending December 31 Minimum Payments 2020 $ 24,983 2021 19,178 2022 13,982 2023 10,605 2024 7,847 2025 and beyond 17,662 Total lease payments 94,257 Less: Interest (15,624 ) Present value of lease liabilities $ 78,633 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table presents the amount of depreciation expense recorded in cost of revenue and operating expenses for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year ended December 31, 2019 2018 2017 Depreciation expense in cost of revenue $ 4,179 $ 2,993 $ 3,400 Depreciation expense in operating expenses 27,629 18,490 14,868 Total depreciation expense $ 31,808 $ 21,483 $ 18,268 Property and equipment was as follows as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Infusion pumps $ 30,416 $ 20,339 Equipment, furniture, and other 51,454 34,433 Leasehold improvements 80,916 61,302 Computer software, purchased and internally developed 34,884 29,668 Assets under development 14,150 5,447 211,820 151,189 Less accumulated depreciation 78,622 58,047 Property and equipment, net $ 133,198 $ 93,142 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill consist of the following activity for the years ended December 31, 2019 and 2018 (in thousands): Balance at December 31, 2017 $ 627,392 Acquisitions 5,077 Balance at December 31, 2018 $ 632,469 Acquisitions 793,073 Balance at December 31, 2019 $ 1,425,542 |
Schedule of Carrying Amount and Accumulated Amortization of Intangible Assets | The carrying amount and accumulated amortization of intangible assets consists of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Gross intangible assets: Referral sources $ 438,121 $ 257,792 Trademarks/names 44,536 32,000 Other amortizable intangible assets 402 4,151 Total gross intangible assets 483,059 293,943 Accumulated amortization: Referral sources (84,295 ) (63,353 ) Trademarks/names (12,748 ) (8,000 ) Other amortizable intangible assets (106 ) (2,877 ) Total accumulated amortization (97,149 ) (74,230 ) Total intangible assets, net $ 385,910 $ 219,713 |
Schedule of Future Amortization Expense for Intangible Assets | Expected future amortization expense for intangible assets recorded at December 31, 2019 , is as follows (in thousands): 2020 $ 34,859 2021 32,015 2022 28,338 2023 28,338 2024 28,338 2025 and beyond 234,022 Total $ 385,910 |
EQUITY-METHOD INVESTMENTS (Tabl
EQUITY-METHOD INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Condensed Financial Information of Equity Method Investments | The following presents condensed financial information as of December 31, 2019 and 2018 and for the years ended December 31, 2019 , 2018 and 2017 , (in thousands): Consolidated statements of comprehensive income (loss) data: Year Ended December 31, 2019 2018 2017 Net revenue $ 38,744 $ 31,517 $ 27,805 Cost of revenue 29,952 24,433 20,665 Gross profit 8,792 7,084 7,140 Net income 3,694 268 1,094 Equity in net income 1,847 134 547 Consolidated balance sheet data: As of December 31, 2019 2018 Current assets $ 11,111 $ 6,517 Noncurrent assets 2,033 1,008 Current liabilities 1,228 192 Noncurrent liabilities 956 68 The following presents condensed financial information as of December 31, 2019 and December 31, 2018 and for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Consolidated statements of comprehensive income (loss) data: Year Ended December 31, 2019 2018 2017 Net revenue $ 21,037 $ 21,309 $ 23,295 Cost of revenue 14,792 15,042 17,069 Gross profit 6,245 6,267 6,226 Net income 1,986 1,772 3,278 Equity in net income 993 886 1,639 Consolidated balance sheet data: As of December 31, 2019 2018 Current assets $ 7,643 $ 5,666 Noncurrent assets 3,846 3,403 Current liabilities 903 119 Noncurrent liabilities 659 8 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Long-term debt consisted of the following as of December 31, 2019 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance ABL Facility $ — $ — $ — $ — First Lien Term Loan 925,000 (8,399 ) (22,825 ) 893,776 Second Lien Notes 412,256 (11,672 ) (7,864 ) 392,720 $ 1,337,256 $ (20,071 ) $ (30,689 ) 1,286,496 Less: current portion (9,250 ) Total long-term debt $ 1,277,246 Long-term debt consisted of the following as of December 31, 2018 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance Previous Revolving Credit Facility $ — $ — $ — $ — Previous First Lien Term Loan 401,513 (1,062 ) (5,678 ) 394,773 Previous Second Lien Term Loan 150,000 — (5,398 ) 144,602 $ 551,513 $ (1,062 ) $ (11,076 ) 539,375 Less: current portion (4,150 ) Total long-term debt $ 535,225 |
Schedule of Long-term Debt Maturities | Long-term debt matures as follows (in thousands): Year Ending December 31, Minimum Payments 2020 $ 9,250 2021 9,250 2022 9,250 2023 9,250 2024 9,250 2025 and beyond 1,291,006 Total $ 1,337,256 |
Schedule of Estimated Fair Values of Debt Obligations | The following table presents the estimated fair values of the Company’s debt obligations as of December 31, 2019 (in thousands): Financial Instrument Carrying Value as of December 31, 2019 Markets for Identical Item (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) First Lien Note Facility $ 893,776 $ — $ 922,688 $ — Second Lien Note Facility 392,720 — — 411,119 Total debt instruments $ 1,286,496 $ — $ 922,688 $ 411,119 The following table sets forth the changes in Level 3 measurements for the year ended December 31, 2019 (in thousands): Level 3 Measurements Previous Term Loans fair value as of January 1, 2019 $ 551,882 Change in fair value (369 ) Repayments of debt principal (2,075 ) Retirements of Previous Term Loans (549,438 ) Issuance of Second Lien Notes as of August 6, 2019 388,000 Interest rate PIK 12,256 Change in fair value 10,863 Second Lien Notes fair value as of December 31, 2019 $ 411,119 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Amount and Location of Derivatives in the Balance Sheet | The following table summarizes the amount and location of the Company’s derivative instruments in the consolidated balance sheets (in thousands): Fair value - Derivatives in asset position Derivative Balance Sheet Caption December 31, 2019 December 31, 2018 Interest rate caps designated as cash flow hedges Prepaid expenses and other current assets $ — $ 2,627 Total derivatives $ — $ 2,627 Fair value - Derivatives in liability position Derivative Balance Sheet Caption December 31, 2019 December 31, 2018 Interest rate swaps designated as cash flow hedges Accrued expenses and other current liabilities $ 1,275 $ — Interest rate swaps designated as cash flow hedges Other noncurrent liabilities 5,920 — Interest rate swaps not designated as hedges Other noncurrent liabilities 90 — Total derivatives $ 7,285 $ — |
Schedule of Pre-tax Income (Loss) Recognized in the Statements of Comprehensive Income (Loss) | The following table presents the pre-tax gains (losses) from derivative instruments recognized in other comprehensive (loss) income in the Company’s consolidated statements of comprehensive income (loss) (in thousands): Years Ended December 31, Derivative 2019 2018 2017 Interest rate caps designated as cash flow hedges $ (1,103 ) $ 1,008 $ 94 Interest rate swaps designated as cash flow hedges (7,195 ) — — Total $ (8,298 ) $ 1,008 $ 94 The following table presents the amount and location of pre-tax income (loss) recognized in the Company’s consolidated statement of comprehensive income (loss) related to the Company’s derivative instruments (in thousands): Year Ended December 31, Derivative Income Statement Caption 2019 2018 2017 Interest rate caps designated as cash flow hedges Interest expense $ (125 ) $ 300 $ 5 Interest rate swaps designated as cash flow hedges Interest expense (115 ) — — Interest rate swaps not designated as hedges Interest expense (92 ) — — Total $ (332 ) $ 300 $ 5 |
STOCK-BASED INCENTIVE COMPENS_2
STOCK-BASED INCENTIVE COMPENSATION Stock-Based Incentive Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | A summary of restricted stock award activity from the Merger Date through December 31, 2019 was as follows: Restricted Stock Weighted Average Grant Date Fair Value Balance at December 31, 2018 — $ — Acquired in Merger (1) 280,120 $ 10.68 Granted 169,123 $ 10.72 Vested and issued (1) (214,926 ) $ 10.68 Forfeited and expired (1) (2,755 ) $ 10.68 Balance at December 31, 2019 231,562 $ 10.68 (1) Weighted average grant date fair value was calculated as $2.67 stock price on the August 6, 2019 Merger Date, multiplied by four to adjust for the one share for four share reverse stock split. |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of stock option activity from the Merger Date through December 31, 2019 was as follows (all amounts adjusted for the one share for four share reverse stock split): Options Weighted Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted Average Remaining Contractual Life Balance at December 31, 2018 — $ — $ — Acquired in Merger 812,565 $ 13.88 $ 3,935 Granted — $ — $ — Exercised (158,270 ) $ 7.64 $ 995 Forfeited and expired (9,320 ) $ 17.72 $ 29 Balance at December 31, 2019 644,975 $ 15.36 $ 2,754 2.4 years Exercisable at December 31, 2019 597,856 $ 15.76 $ 2,524 1.9 years |
Schedule of Fair Value of Awards | The fair value of each award was determined using a Monte-Carlo simulation with the following weighted average assumptions used for the years ended December 31, 2019 and 2018 : Risk-free interest rate (1) 2.25 % Average time to liquidity (years) (2) 2.13 Volatility (3) 47.00 % Discount for lack of marketability (4) 30.00 % Weighted-average grant-date fair value per share $1.13 (1) Represents the US Treasury security rate for the expected time to liquidity event. (2) Represents the period of time expected prior to liquidity event. (3) Based on historical volatility of comparable public companies. (4) Represents a discount taken to reflect the private nature of the investment. |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table outlines the outstanding and exercisable stock options as of December 31, 2019 (all amounts adjusted for the one share for four share reverse stock split): Options Outstanding Options Exercisable Range of Option Exercise Price Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Options Exercisable Weighted Average Exercise Price $0.00 - $8.24 139,168 $ 4.87 1.0 year 135,867 $ 4.83 $8.24 - $16.52 295,224 $ 10.33 3.7 years 251,406 $ 10.34 $16.52 - $24.76 38,250 $ 20.97 2.5 years 38,250 $ 20.97 $24.76 - $33.00 148,333 $ 28.57 0.8 years 148,333 $ 28.57 $33.00 - $41.28 — $ — — — $ — $41.28 - $49.52 18,750 $ 44.16 3.2 years 18,750 $ 44.16 $49.52 - $57.76 4,000 $ 56.24 3.0 years 4,000 $ 56.24 $57.76 - $66.00 — $ — — — $ — $66.00 - $74.28 1,250 $ 66.52 3.6 years 1,250 $ 66.52 All options 644,975 597,856 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | A summary of unaudited quarterly financial information for the years ended December 31, 2019 and 2018 is as follows (in thousands except per share amounts). First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2019 Net revenue $ 476,492 $ 497,266 $ 615,880 $ 720,779 Gross profit 98,194 101,390 137,773 175,642 Operating income (loss) 5,438 (8,005 ) (11,725 ) 13,973 Net loss $ (3,712 ) $ (13,603 ) $ (42,794 ) $ (15,811 ) Loss per share, basic and diluted $ (0.03 ) $ (0.10 ) $ (0.26 ) $ (0.09 ) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2018 Net revenue $ 460,643 $ 479,490 $ 493,928 $ 505,730 Gross profit 101,696 101,274 108,245 111,000 Operating income 3,065 8,897 12,759 13,548 Net (loss) income $ (6,851 ) $ (4,309 ) $ 1,791 $ 3,254 (Loss) income per share, basic and diluted $ (0.05 ) $ (0.03 ) $ 0.01 $ 0.02 |
NATURE OF OPERATIONS AND PRES_2
NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS (Details) $ / shares in Units, $ in Thousands | Feb. 03, 2020shares | Aug. 06, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)location$ / shares | Dec. 31, 2018USD ($)$ / shares |
Business Acquisition [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Principal amount of debt | $ | $ 1,286,496 | $ 539,375 | ||
OptionCare Enterprises, Inc. | ||||
Business Acquisition [Line Items] | ||||
Shares converted in merger (in shares) | 542,261,567 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Additional shares issued (in shares) | 28,193,428 | |||
Ownership retained by shareholders after merger | 19.20% | |||
Number of service locations | location | 115 | |||
Preferred Stock and Certain Warrants | OptionCare Enterprises, Inc. | ||||
Business Acquisition [Line Items] | ||||
Shares repurchased | $ | $ 125,800 | |||
Preferred Stock and Certain Warrants | Common Stock | OptionCare Enterprises, Inc. | ||||
Business Acquisition [Line Items] | ||||
Additional shares issued (in shares) | 3,458,412 | |||
HC Group Holdings I, LLC | OptionCare Enterprises, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of the combined company held | 80.80% | |||
Senior Notes | First Lien Term Loan | ||||
Business Acquisition [Line Items] | ||||
Principal amount of debt | $ | $ 575,000 | |||
Legacy Health Systems | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 50.00% | |||
Subsequent Event | OptionCare Enterprises, Inc. | ||||
Business Acquisition [Line Items] | ||||
Shares converted in merger (in shares) | 135,565,392 | |||
Additional shares issued (in shares) | 7,048,357 | |||
Subsequent Event | Preferred Stock and Certain Warrants | Common Stock | OptionCare Enterprises, Inc. | ||||
Business Acquisition [Line Items] | ||||
Additional shares issued (in shares) | 864,603 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2018 | Feb. 28, 2015 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 |
Concentration Risk [Line Items] | ||||||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||||
Unbilled receivables | 43,000,000 | 68,700,000 | 43,000,000 | |||||
Prepaid expenses and other current assets | 37,525,000 | 51,306,000 | 37,525,000 | |||||
Change in income tax benefit | $ 17,000,000 | |||||||
Renewal term length | 1 year | |||||||
Contract term | 3 years | |||||||
Operating lease liabilities | 78,633,000 | $ 67,000,000 | ||||||
Operating lease right-of-use asset | $ 0 | 63,502,000 | 0 | $ 59,900,000 | ||||
Gain on business casualty loss | $ 626,000 | $ (3,549,000) | $ 0 | |||||
Revenue from Contract with Customer Benchmark | Company's Largest Payer | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk | 16.00% | 17.00% | 17.00% | |||||
Revenue from Contract with Customer Benchmark | Governmental Programs | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk | 12.00% | 12.00% | 14.00% | |||||
Accounts Receivable | Governmental Programs | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk | 13.00% | 12.00% | ||||||
Cost of Goods and Service, Product and Service Benchmark | Medical Supply Vendors | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk | 70.00% | 66.00% | 73.00% | |||||
Overstatement Of Prior Period Goodwill | ||||||||
Concentration Risk [Line Items] | ||||||||
Amount of misstatement being corrected | $ (6,500,000) | |||||||
Understatement Of Net Loss | ||||||||
Concentration Risk [Line Items] | ||||||||
Amount of misstatement being corrected | $ (6,500,000) | $ (6,500,000) | ||||||
Understatement Of Long Term Debt, Net | ||||||||
Concentration Risk [Line Items] | ||||||||
Amount of misstatement being corrected | $ (6,500,000) | $ (6,500,000) | ||||||
Hurricane | ||||||||
Concentration Risk [Line Items] | ||||||||
Inventory write-down | $ 2,900,000 | |||||||
Insurance proceeds | 800,000 | |||||||
Prepaid expenses and other current assets | $ 1,000,000 | $ 1,000,000 | ||||||
Infusion pumps | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 7 years | |||||||
Computer Software | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 5 years | |||||||
Minimum | Referral sources | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 15 years | |||||||
Minimum | Trademarks/Names | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 2 years | |||||||
Minimum | Other amortizable intangible assets | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 2 years | |||||||
Minimum | Equipment | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 3 years | |||||||
Maximum | Referral sources | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 20 years | |||||||
Maximum | Trademarks/Names | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 15 years | |||||||
Maximum | Other amortizable intangible assets | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 9 years | |||||||
Maximum | Equipment | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset useful life (in years) | 13 years | |||||||
Inventories | Hurricane | ||||||||
Concentration Risk [Line Items] | ||||||||
Insurance proceeds | $ 3,000,000 | |||||||
Gain on business casualty loss | $ 2,000,000 |
BUSINESS ACQUISITIONS - Additio
BUSINESS ACQUISITIONS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 06, 2019 | Sep. 18, 2018 | Aug. 08, 2018 | Sep. 14, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,425,542 | $ 632,469 | $ 627,392 | ||||
Purchase price, net of cash acquired | 700,170 | $ 10,727 | 0 | ||||
BioScrip | |||||||
Business Acquisition [Line Items] | |||||||
Share price (in dollars per share) | $ 2.67 | ||||||
Payment of shares in acquisition | $ 125,800 | ||||||
Success-based fees | 14,100 | ||||||
Goodwill | 793,073 | ||||||
Net sales since acquisition | 308,900 | ||||||
Net loss since acquisition | 30,100 | ||||||
Payments of transaction costs | 25,800 | ||||||
Purchase price | 1,102,001 | ||||||
Purchase price, net of cash acquired | 1,087,214 | ||||||
Cash paid | 714,957 | ||||||
Baptist Health In Little Rock, Arkansas | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 1,000 | ||||||
Home I.V. Specialists, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Payment in settlement of debt | $ 1,800 | ||||||
Reduction of liabilities incurred | $ 300 | ||||||
Percentage of outstanding shares purchased | 100.00% | ||||||
Purchase price, net of cash acquired | $ 11,600 | ||||||
Cash paid | $ 9,800 | ||||||
Healthy Connections Homecare Services, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Payment in settlement of debt | $ 1,000 | ||||||
Percentage of outstanding shares purchased | 100.00% | ||||||
Purchase price, net of cash acquired | $ 5,200 | ||||||
Cash paid | $ 4,200 | ||||||
Senior Notes | First Lien Term Loan | BioScrip | |||||||
Business Acquisition [Line Items] | |||||||
Payment in settlement of debt | $ 575,000 |
BUSINESS ACQUISITIONS - Conside
BUSINESS ACQUISITIONS - Consideration Exchanged (Details) $ / shares in Units, $ in Thousands | Feb. 03, 2020 | Aug. 06, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Aug. 05, 2019shares |
Business Acquisition [Line Items] | ||||||
Number of BioScrip common shares outstanding at time of the merger (in shares) | shares | 176,591,907 | 142,613,749 | ||||
Fair value of total consideration acquired, net of cash acquired | $ 700,170 | $ 10,727 | $ 0 | |||
BioScrip | ||||||
Business Acquisition [Line Items] | ||||||
Number of BioScrip common shares outstanding at time of the merger (in shares) | shares | 132,639,000 | 129,181,000 | ||||
Common shares issued to warrant and preferred stockholders at time of the merger (in shares) | shares | 3,458,000 | |||||
BioScrip share price as of August 6, 2019 (in dollars per share) | $ / shares | $ 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 | |||||
Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Stock conversion ratio | 0.25 |
BUSINESS ACQUISITIONS - Acquire
BUSINESS ACQUISITIONS - Acquired Identifiable Assets and Assumed Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Aug. 06, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,425,542 | $ 632,469 | $ 627,392 | |
BioScrip | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, net | $ 96,532 | |||
Inventories | 19,683 | |||
Property and equipment, net | 48,732 | |||
Intangible assets, net | 193,245 | |||
Deferred tax assets, net of deferred tax liabilities | 26,731 | |||
Operating lease right-of-use asset | 22,378 | |||
Operating lease liability | (28,897) | |||
Accounts payable | (64,030) | |||
Other assumed liabilities, net of other acquired assets | (20,233) | |||
Total acquired identifiable assets and liabilities | 294,141 | |||
Goodwill | 793,073 | |||
Total consideration transferred | $ 1,087,214 |
BUSINESS ACQUISITIONS - Consi_2
BUSINESS ACQUISITIONS - Consideration Allocated to Intangible Assets (Details) - BioScrip $ in Thousands | Aug. 06, 2019USD ($) |
Business Acquisition [Line Items] | |
Total intangible assets, net | $ 193,245 |
Weighted Average Estimated Life (in years) | 18 years 10 months |
Trademarks/Names | |
Business Acquisition [Line Items] | |
Total intangible assets, net | $ 12,536 |
Weighted Average Estimated Life (in years) | 2 years |
Patient referral sources | |
Business Acquisition [Line Items] | |
Total intangible assets, net | $ 180,329 |
Weighted Average Estimated Life (in years) | 20 years |
Licenses | |
Business Acquisition [Line Items] | |
Total intangible assets, net | $ 380 |
Weighted Average Estimated Life (in years) | 1 year 6 months |
BUSINESS ACQUISITIONS - Pro For
BUSINESS ACQUISITIONS - Pro Forma Financial Information (Details) - BioScrip - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 2,755,361 | $ 2,648,694 |
Net loss | $ (49,566) | $ (70,932) |
REVENUE - Impact of Adoption of
REVENUE - Impact of Adoption of Standards (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Balance Sheets | |||||||||||
Accounts receivable, net | $ 324,416 | $ 310,169 | $ 324,416 | $ 310,169 | |||||||
Consolidated Statement of Comprehensive Income (Loss) | |||||||||||
Net revenue | 720,779 | $ 615,880 | $ 497,266 | $ 476,492 | 505,730 | $ 493,928 | $ 479,490 | $ 460,643 | 2,310,417 | 1,939,791 | $ 1,828,046 |
Provision for doubtful accounts | 0 | 0 | (45,602) | ||||||||
Operating loss | 13,973 | $ (11,725) | $ (8,005) | $ 5,438 | 13,548 | $ 12,759 | $ 8,897 | $ 3,065 | (319) | 38,269 | 27,279 |
Consolidated Statements of Cash Flows | |||||||||||
Accounts receivable, net | 82,285 | (21,012) | $ (34,003) | ||||||||
Prior to ASC 606 Adoption | |||||||||||
Consolidated Balance Sheets | |||||||||||
Accounts receivable, net | 324,416 | 310,169 | 324,416 | 310,169 | |||||||
Consolidated Statement of Comprehensive Income (Loss) | |||||||||||
Net revenue | 2,382,058 | 2,001,132 | |||||||||
Provision for doubtful accounts | (71,641) | (61,341) | |||||||||
Operating loss | (319) | 38,269 | |||||||||
Consolidated Statements of Cash Flows | |||||||||||
Accounts receivable, net | 82,285 | (21,012) | |||||||||
Adjustments for ASC 606 | Adjustments for ASC 606 | |||||||||||
Consolidated Balance Sheets | |||||||||||
Accounts receivable, net | $ 0 | $ 0 | 0 | 0 | |||||||
Consolidated Statement of Comprehensive Income (Loss) | |||||||||||
Net revenue | (71,641) | (61,341) | |||||||||
Provision for doubtful accounts | 71,641 | 61,341 | |||||||||
Operating loss | 0 | 0 | |||||||||
Consolidated Statements of Cash Flows | |||||||||||
Accounts receivable, net | $ 0 | $ 0 |
REVENUE - Allowance for Doubtfu
REVENUE - Allowance for Doubtful Accounts (Details) - SEC Schedule, 12-09, Allowance, Credit Loss [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Balance at Beginning of Period | $ 0 | $ 42,826 | $ 32,144 |
Write-Off of Receivables | 0 | 0 | (34,920) |
Charged to Costs and Expenses | 0 | 0 | 45,602 |
Balance at End of Period | $ 0 | $ 0 | $ 42,826 |
REVENUE - Net Revenue Earned by
REVENUE - Net Revenue Earned by Category of Payer (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 720,779 | $ 615,880 | $ 497,266 | $ 476,492 | $ 505,730 | $ 493,928 | $ 479,490 | $ 460,643 | $ 2,310,417 | $ 1,939,791 | $ 1,828,046 |
Commercial payers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 2,001,105 | 1,699,450 | 1,598,703 | ||||||||
Government payers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 285,128 | 217,876 | 203,651 | ||||||||
Patients | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 24,184 | $ 22,465 | $ 25,692 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution percent | 100.00% | ||
Employer matching contribution percent of employees' gross pay | 4.00% | ||
Defined contribution plan expense | $ 6.4 | $ 6.3 | $ 6.6 |
Company contributions | $ 6.6 | $ 6.3 | $ 14.4 |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
US federal income tax (benefit) expense: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | (3,072) | (2,688) | (21,944) |
Federal income tax expense (benefit) | (3,072) | (2,688) | (21,944) |
State and Local Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current | 2,074 | 1,176 | 1,244 |
Deferred | (1,276) | (1,141) | 2,115 |
State income tax expense (benefit) | 798 | 35 | 3,359 |
Total income tax benefit | $ (2,274) | $ (2,653) | $ (18,585) |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
US federal statutory tax rate | 21.00% | 21.00% | 35.00% |
US federal statutory tax rate change | 0 | 0 | 1.159 |
State income taxes - net of federal benefit | (0.50%) | 2.40% | (10.10%) |
Valuation allowance | (13.40%) | 0.00% | 0.00% |
Changes in uncertain tax positions | 0.00% | 14.70% | (8.80%) |
Non-deductible expenses | (3.50%) | (7.50%) | (5.60%) |
Other, net | (0.70%) | (0.30%) | 0.00% |
Effective income tax rate | 2.90% | 30.30% | 126.40% |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
Price concessions | $ 12,302 | $ 14,879 | ||
Compensation and benefits | 3,672 | 1,925 | ||
Interest limitation carryforward | 38,623 | 3,486 | ||
Operating lease liability | 19,462 | 1,640 | ||
Net operating losses | 147,749 | 10,155 | ||
Other | 5,506 | 3,644 | ||
Deferred tax assets before valuation allowance | 227,314 | 35,729 | ||
Valuation allowance | (109,531) | (1,373) | $ (1,263) | $ (765) |
Deferred tax assets net of valuation allowance | 117,783 | 34,356 | ||
Deferred tax liabilities: | ||||
Accelerated depreciation | (10,376) | (9,483) | ||
Operating lease right-of-use asset | (15,442) | |||
Intangible assets | (71,204) | (39,977) | ||
Goodwill | (20,250) | (14,700) | ||
Other | (2,654) | (3,677) | ||
Deferred tax liabilities | (119,926) | (67,837) | ||
Net deferred tax liabilities | $ (2,143) | $ (33,481) |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Change in Deferred Tax Asset Valuation Allowance | |||
Balance at Beginning of Period | $ 1,373 | $ 1,263 | $ 765 |
Balance at End Period | 109,531 | 1,373 | 1,263 |
Charged (Benefit) to Costs and Expenses | |||
Change in Deferred Tax Asset Valuation Allowance | |||
Deferred tax asset, additions | 15,395 | 110 | 498 |
Charged to Other Accounts | |||
Change in Deferred Tax Asset Valuation Allowance | |||
Deferred tax asset, additions | $ 92,763 | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Examination [Line Items] | ||||
State income tax expense (benefit) | $ 798,000 | $ 35,000 | $ 3,359,000 | |
Valuation allowance | 109,531,000 | 1,373,000 | $ 1,263,000 | $ 765,000 |
Interest limitation carryforward | 38,623,000 | 3,486,000 | ||
Net operating losses | 147,749,000 | 10,155,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Federal | ||||
Income Tax Examination [Line Items] | ||||
Net operating losses | 38,100,000 | |||
Operating loss carryforwards subject to expiration | 139,800,000 | |||
Merger Operating Loss Carryforward | ||||
Income Tax Examination [Line Items] | ||||
Interest limitation carryforward | 85,000,000 | |||
Merger Operating Loss Carryforward | Federal | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards | 461,500,000 | |||
Net operating losses | 541,000,000 | |||
Merger Operating Loss Carryforward | State | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards | 491,900,000 | |||
Federal Net Operating Loss Carryfowards Available To Offset Future Taxable Income | Federal | ||||
Income Tax Examination [Line Items] | ||||
Net operating losses | 401,200,000 | |||
Federal Net Operating Loss Carryfowards Available To Offset Future Taxable Income | State | ||||
Income Tax Examination [Line Items] | ||||
Net operating losses | 601,900,000 | 43,500,000 | ||
Interest Limitation Carryforwards | ||||
Income Tax Examination [Line Items] | ||||
Interest limitation carryforward | $ 156,600,000 | $ 13,600,000 |
(LOSS) EARNINGS PER SHARE (Deta
(LOSS) EARNINGS PER SHARE (Details) | Feb. 03, 2020 | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares |
Numerator: | ||||||||||||
Net (loss) income | $ | $ (15,811,000) | $ (42,794,000) | $ (13,603,000) | $ (3,712,000) | $ 3,254,000 | $ 1,791,000 | $ (4,309,000) | $ (6,851,000) | $ (75,920,000) | $ (6,115,000) | $ 3,878,000 | |
Denominator: | ||||||||||||
Weighted average number of common shares outstanding (in shares) | 156,280,000 | 142,614,000 | 142,614,000 | |||||||||
(Loss) Earnings per Common Share: | ||||||||||||
(Loss) earnings per common share, basic and diluted (in dollars per share) | $ / shares | $ (0.09) | $ (0.26) | $ (0.10) | $ (0.03) | $ 0.02 | $ 0.01 | $ (0.03) | $ (0.05) | $ (0.49) | $ (0.04) | $ 0.03 | |
Dilutive potential common shares | $ | $ 0 | |||||||||||
Subsequent Event | ||||||||||||
(Loss) Earnings per Common Share: | ||||||||||||
Stock conversion ratio | 0.25 | |||||||||||
Warrants | ||||||||||||
(Loss) Earnings per Common Share: | ||||||||||||
Antidilutive securities excluded from computation | 2,328,120 | |||||||||||
Stock Options | ||||||||||||
(Loss) Earnings per Common Share: | ||||||||||||
Antidilutive securities excluded from computation | 644,975 | |||||||||||
Restricted Stock Award | ||||||||||||
(Loss) Earnings per Common Share: | ||||||||||||
Antidilutive securities excluded from computation | 231,562 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Operating lease cost | $ 25.8 | ||
Weighted-average remaining lease term, operating leases | 5 years 3 months | ||
Weighted-average discount rate, operating leases | 5.40% | ||
Financing leases outstanding | $ 0.7 | ||
Incurred rent expense | $ 17.3 | $ 17.3 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 24,983 | |
2021 | 19,178 | |
2022 | 13,982 | |
2023 | 10,605 | |
2024 | 7,847 | |
2025 and beyond | 17,662 | |
Minimum Payments, Total lease payments | 94,257 | |
Less: Interest | (15,624) | |
Present value of lease liabilities | $ 78,633 | $ 67,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 211,820 | $ 151,189 | |
Less accumulated depreciation | 78,622 | 58,047 | |
Property and equipment, net | 133,198 | 93,142 | |
Depreciation expense | 31,808 | 21,483 | $ 18,268 |
Gain on business casualty loss | 626 | (3,549) | 0 |
Infusion pumps | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 30,416 | 20,339 | |
Equipment, furniture, and other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 51,454 | 34,433 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 80,916 | 61,302 | |
Computer software, purchased and internally developed | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 34,884 | 29,668 | |
Assets under development | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 14,150 | 5,447 | |
Depreciation expense in cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | 4,179 | 2,993 | 3,400 |
Depreciation expense in operating expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | 27,629 | 18,490 | $ 14,868 |
Hurricane | |||
Property, Plant and Equipment [Line Items] | |||
Gain (Loss) on disposition of property and equipment | 600 | ||
Insurance proceeds | $ 800 | ||
Property and Equipment | Hurricane | |||
Property, Plant and Equipment [Line Items] | |||
Insurance proceeds | 600 | ||
Gain on business casualty loss | $ 600 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill - net book value, begging of period | $ 632,469 | $ 627,392 |
Acquisitions | 793,073 | 5,077 |
Goodwill - net book value, end of period | $ 1,425,542 | $ 632,469 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Total gross intangible assets | 483,059,000 | 293,943,000 | |
Total accumulated amortization | (97,149,000) | (74,230,000) | |
Total intangible assets, net | 385,910,000 | 219,713,000 | |
Amortization expense for intangible assets | $ 26,100,000 | 19,600,000 | $ 19,800,000 |
Weighted average amortization period of intangibles | 15 years 11 months | ||
Referral sources | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total gross intangible assets | $ 438,121,000 | 257,792,000 | |
Total accumulated amortization | $ (84,295,000) | (63,353,000) | |
Weighted average amortization period of intangibles | 17 years 1 month | ||
Trademarks/names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total gross intangible assets | $ 44,536,000 | 32,000,000 | |
Total accumulated amortization | $ (12,748,000) | (8,000,000) | |
Weighted average amortization period of intangibles | 4 years 2 months | ||
Other amortizable intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total gross intangible assets | $ 402,000 | 4,151,000 | |
Total accumulated amortization | $ (106,000) | $ (2,877,000) | |
Weighted average amortization period of intangibles | 1 year 6 months |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 34,859 | |
2021 | 32,015 | |
2022 | 28,338 | |
2023 | 28,338 | |
2024 | 28,338 | |
2025 and beyond | 234,022 | |
Total intangible assets, net | $ 385,910 | $ 219,713 |
EQUITY-METHOD INVESTMENTS - Add
EQUITY-METHOD INVESTMENTS - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($)investment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2005USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Number of equity method investments | investment | 2 | ||||
Investments in equity-method investees | $ 17,000 | $ 14,600 | |||
Proportionate share of earnings in equity-method investees | 2,840 | 1,020 | $ 2,186 | ||
Capital distribution from equity method investments | 500 | 2,000 | 1,250 | ||
Legacy Health Systems | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proportionate share of earnings in equity-method investees | $ 993 | 886 | 1,639 | ||
Ownership interest | 50.00% | ||||
Initial investment | $ 1,300 | ||||
Capital distribution from equity method investments | $ 500 | 2,000 | 1,300 | ||
Vanderbilt Health Services | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proportionate share of earnings in equity-method investees | $ 1,847 | $ 134 | $ 547 | ||
Ownership interest | 50.00% | ||||
Initial investment | $ 1,100 |
EQUITY-METHOD INVESTMENTS - Con
EQUITY-METHOD INVESTMENTS - Condensed Financial Information of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated statements of comprehensive income (loss) data: | |||
Equity in net income | $ 2,840 | $ 1,020 | $ 2,186 |
Legacy Health Systems | |||
Consolidated statements of comprehensive income (loss) data: | |||
Net revenue | 21,037 | 21,309 | 23,295 |
Cost of revenue | 14,792 | 15,042 | 17,069 |
Gross profit | 6,245 | 6,267 | 6,226 |
Net income | 1,986 | 1,772 | 3,278 |
Equity in net income | 993 | 886 | 1,639 |
Consolidated balance sheet data: | |||
Current assets | 7,643 | 5,666 | |
Noncurrent assets | 3,846 | 3,403 | |
Current liabilities | 903 | 119 | |
Noncurrent liabilities | 659 | 8 | |
Vanderbilt Health Services | |||
Consolidated statements of comprehensive income (loss) data: | |||
Net revenue | 38,744 | 31,517 | 27,805 |
Cost of revenue | 29,952 | 24,433 | 20,665 |
Gross profit | 8,792 | 7,084 | 7,140 |
Net income | 3,694 | 268 | 1,094 |
Equity in net income | 1,847 | 134 | $ 547 |
Consolidated balance sheet data: | |||
Current assets | 11,111 | 6,517 | |
Noncurrent assets | 2,033 | 1,008 | |
Current liabilities | 1,228 | 192 | |
Noncurrent liabilities | $ 956 | $ 68 |
INDEBTEDNESS - Summary of Debt
INDEBTEDNESS - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal Amount | $ 1,337,256 | $ 551,513 |
Discount | (20,071) | (1,062) |
Debt Issuance Costs | (30,689) | (11,076) |
Total | 1,286,496 | 539,375 |
Less: current portion | (9,250) | (4,150) |
Total long-term debt | 1,277,246 | 535,225 |
Senior Notes | First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Principal Amount | 925,000 | 401,513 |
Discount | (8,399) | (1,062) |
Debt Issuance Costs | (22,825) | (5,678) |
Total | 893,776 | 394,773 |
Senior Notes | Second Lien Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount | 412,256 | 150,000 |
Discount | (11,672) | 0 |
Debt Issuance Costs | (7,864) | (5,398) |
Total | 392,720 | 144,602 |
Senior Notes | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal Amount | 0 | 0 |
Discount | 0 | 0 |
Debt Issuance Costs | 0 | 0 |
Total | $ 0 | $ 0 |
INDEBTEDNESS - Additional Infor
INDEBTEDNESS - Additional Information (Details) - USD ($) | Aug. 06, 2019 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Original issue discount | $ 20,071,000 | $ 20,071,000 | $ 1,062,000 | ||||
Debt issuance costs | 30,689,000 | 30,689,000 | 11,076,000 | ||||
Principal amount of debt | 1,286,496,000 | 1,286,496,000 | 539,375,000 | ||||
Payments to extinguish debt | 2,075,000 | 5,150,000 | $ 4,150,000 | ||||
Proceeds from issuance of debt | 981,050,000 | 1,000,000 | 0 | ||||
Loss on extinguishment of debt | 5,469,000 | 72,000 | 0 | ||||
Fees incurred netted against proceeds | 30,022,000 | 0 | $ 0 | ||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | 5,500,000 | ||||||
Credit Arrangements Administered By Bank Of America, N.A. | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | $ 645,000,000 | ||||||
Loss on extinguishment of debt | $ (2,300,000) | ||||||
Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | 1,475,000,000 | ||||||
Debt issuance costs | 48,100,000 | ||||||
Proceeds from issuance of debt | 981,100,000 | ||||||
Debt issuance costs and third party fees | 52,600,000 | ||||||
Issuance costs expensed | 1,300,000 | ||||||
Fees incurred netted against proceeds | 21,300,000 | ||||||
Deferred financing costs | 30,000,000 | ||||||
Deferred financing costs, investing activities | 1,300,000 | ||||||
Credit Arrangements, Entered Into 2015, Modified Loans | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 7,600,000 | ||||||
Revolving Credit Facility | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Original issue discount | 0 | 0 | 0 | ||||
Debt issuance costs | 0 | 0 | 0 | ||||
Principal amount of debt | 0 | 0 | $ 0 | ||||
Revolving Credit Facility | Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | 150,000,000 | ||||||
Principal amount of debt | 0 | $ 0 | |||||
Commitment fee percentage | 2.50% | ||||||
Net borrowing availability | 140,400,000 | $ 140,400,000 | |||||
Revolving Credit Facility | Minimum | Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee, unused portion | 0.25% | ||||||
Revolving Credit Facility | Minimum | Credit Agreements, Entered Into 2019 | Senior Notes | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Revolving Credit Facility | Minimum | Credit Agreements, Entered Into 2019 | Senior Notes | Eurocurrency Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Revolving Credit Facility | Maximum | Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee, unused portion | 0.375% | ||||||
Revolving Credit Facility | Maximum | Credit Agreements, Entered Into 2019 | Senior Notes | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Revolving Credit Facility | Maximum | Credit Agreements, Entered Into 2019 | Senior Notes | Eurocurrency Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
Letters of Credit | Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Undrawn letters of credit issued and outstanding | $ 9,600,000 | $ 9,600,000 | |||||
First Lien Term Loan | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of debt | 575,000,000 | ||||||
First Lien Term Loan | Credit Arrangements Administered By Bank Of America, N.A. | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | 415,000,000 | ||||||
Original issue discount | 900,000 | 2,100,000 | |||||
Debt issuance costs | 4,700,000 | 21,100,000 | |||||
Outstanding balance of debt repaid | 393,800,000 | ||||||
Principal amount of debt | 399,400,000 | ||||||
Effective rate on term loans at end of period | 6.10% | ||||||
Weighted average interest rate | 6.20% | 6.20% | 6.30% | ||||
Quarterly installment payments | $ 1,000,000 | ||||||
First Lien Term Loan | Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | 925,000,000 | ||||||
Effective rate on term loans at end of period | 6.20% | 6.20% | |||||
Weighted average interest rate paid on term loans during period | 6.47% | ||||||
Quarterly installment payments | $ 2,300,000 | ||||||
Payments to extinguish debt | 226,700,000 | ||||||
Proceeds from issuance of debt | 752,400,000 | ||||||
First Lien Term Loan | Minimum | Credit Agreements, Entered Into 2019 | Senior Notes | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
First Lien Term Loan | Minimum | Credit Agreements, Entered Into 2019 | Senior Notes | Eurocurrency Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.25% | ||||||
First Lien Term Loan | Maximum | Credit Agreements, Entered Into 2019 | Senior Notes | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
First Lien Term Loan | Maximum | Credit Agreements, Entered Into 2019 | Senior Notes | Eurocurrency Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.50% | ||||||
Second Lien Term Loan | Credit Arrangements Administered By Bank Of America, N.A. | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | 150,000,000 | ||||||
Debt issuance costs | 4,200,000 | ||||||
Outstanding balance of debt repaid | 145,800,000 | ||||||
Principal amount of debt | 150,000,000 | ||||||
Effective rate on term loans at end of period | 11.15% | ||||||
Weighted average interest rate paid on term loans during period | 11.36% | 10.80% | |||||
Payments to extinguish debt | $ 0 | ||||||
Second Lien Term Loan | Credit Agreements, Entered Into 2019 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | 400,000,000 | ||||||
Effective rate on term loans at end of period | 10.66% | 10.66% | |||||
Weighted average interest rate paid on term loans during period | 11.45% | ||||||
Interest capitalized to debt principal | $ 12,300,000 | ||||||
Increase in interest expense | 1.00% | ||||||
Payments to extinguish debt | 0 | ||||||
Proceeds from issuance of debt | 250,000,000 | ||||||
Loss on extinguishment of debt | $ 3,200,000 | ||||||
Second Lien Term Loan | Credit Agreements, Entered Into 2019 | Senior Notes | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Second Lien Term Loan | Credit Agreements, Entered Into 2019 | Senior Notes | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.75% | ||||||
Bank Of America, N.A. | Revolving Credit Facility | Credit Arrangements Administered By Bank Of America, N.A. | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instruments | $ 80,000,000 |
INDEBTEDNESS - Long-term Debt M
INDEBTEDNESS - Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 9,250 | |
2020 | 9,250 | |
2021 | 9,250 | |
2022 | 9,250 | |
2023 | 9,250 | |
2025 and beyond | 1,291,006 | |
Total | $ 1,337,256 | $ 551,513 |
INDEBTEDNESS - Estimated Fair V
INDEBTEDNESS - Estimated Fair Values of Debt Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Repayments of debt principal | $ (2,075) | $ (5,150) | $ (4,150) |
Issuance of Second Lien Notes as of August 6, 2019 | 981,050 | 1,000 | 0 |
Interest rate PIK | 12,256 | 0 | $ 0 |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 1,286,496 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 1,286,496 | ||
Senior Notes | First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 893,776 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 893,776 | ||
Senior Notes | Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 392,720 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 392,720 | ||
Senior Notes | Markets for Identical Item (Level 1) | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 0 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 0 | ||
Senior Notes | Markets for Identical Item (Level 1) | First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 0 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 0 | ||
Senior Notes | Markets for Identical Item (Level 1) | Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 0 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 0 | ||
Senior Notes | Significant Other Observable Inputs (Level 2) | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 922,688 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 922,688 | ||
Senior Notes | Significant Other Observable Inputs (Level 2) | First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 922,688 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 922,688 | ||
Senior Notes | Significant Other Observable Inputs (Level 2) | Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 0 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 0 | ||
Senior Notes | Significant Unobservable Inputs (Level 3) | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 411,119 | 551,882 | |
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, beginning of period | 551,882 | ||
Change in fair value | (369) | ||
Repayments of debt principal | (2,075) | ||
Retirements of Previous Term Loans | (549,438) | ||
Total debt instruments, end of period | 411,119 | $ 551,882 | |
Senior Notes | Significant Unobservable Inputs (Level 3) | First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 0 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Total debt instruments, end of period | 0 | ||
Senior Notes | Significant Unobservable Inputs (Level 3) | Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Total debt instruments | 411,119 | ||
Debt Instrument, Changes In Long-Term Debt [Roll Forward] | |||
Change in fair value | 10,863 | ||
Issuance of Second Lien Notes as of August 6, 2019 | 388,000 | ||
Interest rate PIK | 12,256 | ||
Total debt instruments, end of period | $ 411,119 |
DERIVATIVE INSTRUMENTS - Additi
DERIVATIVE INSTRUMENTS - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||||
Apr. 30, 2019 | Dec. 31, 2019 | Nov. 06, 2019 | Aug. 31, 2019 | Dec. 31, 2017 | |
Derivative [Line Items] | |||||
Total interest rate costs expected to reclassify during next 12 months | $ 5.1 | ||||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | $ 925 | ||||
Designated as Hedging Instrument | Senior Notes | First Lien Term Loan | Credit Agreements, Entered Into 2019 | Interest Rate Cap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | $ 250 | ||||
Designated as Hedging Instrument | Senior Notes | Second Lien Term Loan | Credit Agreements, Entered Into 2019 | Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | $ 400 | ||||
Not Designated as Hedging Instrument | Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | 13.9 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Cap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | $ 1.9 | ||||
Proceeds from early termination of hedge | $ 1.7 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | $ 911.1 |
DERIVATIVE INSTRUMENTS - Balanc
DERIVATIVE INSTRUMENTS - Balance Sheet Location of Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value - Derivatives in asset position | ||
Total derivatives | $ 0 | $ 2,627 |
Fair value - Derivatives in liability position | ||
Total derivatives | 7,285 | 0 |
Designated as Hedging Instrument | Accrued Expenses and Other Current Liabilities [Member] | Interest Rate Swap | ||
Fair value - Derivatives in liability position | ||
Interest rate swaps | 1,275 | 0 |
Designated as Hedging Instrument | Prepaid expenses and other current assets | Interest Rate Cap | ||
Fair value - Derivatives in asset position | ||
Interest rate caps designated as cash flow hedges | 0 | 2,627 |
Designated as Hedging Instrument | Accrued expenses and other current liabilities | Interest Rate Swap | ||
Fair value - Derivatives in liability position | ||
Interest rate swaps | 5,920 | 0 |
Not Designated as Hedging Instrument | Accrued expenses and other current liabilities | Interest Rate Swap | ||
Fair value - Derivatives in liability position | ||
Interest rate swaps | $ 90 | $ 0 |
DERIVATIVE INSTRUMENTS - Pre-ta
DERIVATIVE INSTRUMENTS - Pre-tax Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Pre-tax gains (losses) on interest rate derivatives recognized | $ (8,298) | ||
Pre-tax gains (losses) on interest rate derivatives recognized | $ 1,008 | $ 94 | |
Total gain (loss) on derivatives | (332) | 300 | 5 |
Interest Rate Cap | |||
Derivative [Line Items] | |||
Pre-tax gains (losses) on interest rate derivatives recognized | (1,103) | ||
Pre-tax gains (losses) on interest rate derivatives recognized | 1,008 | 94 | |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Pre-tax gains (losses) on interest rate derivatives recognized | (7,195) | ||
Pre-tax gains (losses) on interest rate derivatives recognized | 0 | 0 | |
Interest expense | Interest Rate Cap | |||
Derivative [Line Items] | |||
Gain (loss) location of derivative instruments | (125) | ||
Gain (loss) location of derivative instruments | 300 | 5 | |
Interest expense | Interest Rate Swap | |||
Derivative [Line Items] | |||
Gain (loss) location of derivative instruments | (115) | ||
Gain (loss) location of derivative instruments | 0 | 0 | |
Gain (loss) location of derivative instruments not designated | $ (92) | $ 0 | $ 0 |
STOCK-BASED INCENTIVE COMPENS_3
STOCK-BASED INCENTIVE COMPENSATION (Details) | Feb. 03, 2020shares | Aug. 06, 2019$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 03, 2018shares |
Stock Options | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Value of shares surrendered to satisfy tax withholding obligations | $ 400,000 | |||||
Unrecognized compensation expense | $ 200,000 | |||||
Weighted average period of recognition | 1 year 6 months | |||||
Vesting period | 3 years | |||||
Share-based compensation expense | $ 400,000 | |||||
Options granted in period | shares | 0 | |||||
Restricted Stock | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Shares granted | $ / shares | $ 2.67 | $ 10.72 | ||||
Value of shares surrendered to satisfy tax withholding obligations | $ 2,100,000 | |||||
Unrecognized compensation expense | $ 2,400,000 | |||||
Weighted average period of recognition | 2 years 8 months | |||||
Value of shares vested in period | $ 1,900,000 | $ 0 | $ 0 | |||
Share-based compensation expense | 1,900,000 | |||||
HC I Incentive Units | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Share-based compensation expense | 1,900,000 | $ 2,100,000 | $ 1,400,000 | |||
The 2018 Plan | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 16,406,939 | |||||
Subsequent Event | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock conversion ratio | 0.25 | |||||
Subsequent Event | The 2018 Plan | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 4,101,735 | |||||
Treasury Stock | Stock Options | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Value of shares surrendered to satisfy tax withholding obligations | 400,000 | |||||
Treasury Stock | Restricted Stock | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Value of shares surrendered to satisfy tax withholding obligations | $ 2,000,000 | |||||
Minimum | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Exercisable range of years | 7 years | |||||
Minimum | Restricted Stock | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Vesting period | 1 year | |||||
Maximum | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Exercisable range of years | 10 years | |||||
Maximum | Restricted Stock | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Vesting period | 3 years | |||||
Director | Restricted Stock | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Vesting period | 1 year |
STOCK-BASED INCENTIVE COMPENS_4
STOCK-BASED INCENTIVE COMPENSATION - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Aggregate Intrinsic Value | |
Weighted Average Remaining Contractual Life at December 31, 2019 | 2 years 1 month 17 days |
Stock Options | |
Options | |
Balance at December 31, 2018 | shares | 0 |
Acquired in Merger | shares | 812,564.75 |
Granted | shares | 0 |
Exercised | shares | (158,269.75) |
Forfeited and expired | shares | (9,320) |
Balance at December 31, 2019 | shares | 644,975 |
Exercisable at December 31, 2019 | shares | 597,856 |
Weighted Average Exercise Price | |
Balance at December 31, 2018 | $ / shares | $ 0 |
Acquired in Merger | $ / shares | 13.88 |
Granted | $ / shares | 0 |
Exercised | $ / shares | 7.64 |
Forfeited and expired | $ / shares | 17.72 |
Balance at December 31, 2019 | $ / shares | 15.36 |
Exercisable at December 31, 2019 | $ / shares | $ 15.76 |
Aggregate Intrinsic Value | |
Balance at December 31, 2018 | $ | $ 0 |
Acquired in Merger | $ | 3,935 |
Granted | $ | 0 |
Exercised | $ | 995 |
Exercisable at December 31, 2019 | $ | 2,524 |
Forfeited and expired | $ | 29 |
Balance at December 31, 2019 | $ | $ 2,754 |
Weighted Average Remaining Contractual Life at December 31, 2019 | 2 years 5 months |
Weighted Average Remaining Contractual Life Exercisable at December 31, 2019 | 1 year 11 months |
STOCK-BASED INCENTIVE COMPENS_5
STOCK-BASED INCENTIVE COMPENSATION - Summary of Outstanding and Exercisable Stock Options (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Options Outstanding | |
Outstanding Options | 644,975 |
Options Exercisable [Abstract] | |
Options Exercisable | 597,856 |
$0.00 - $8.24 | |
Options Outstanding | |
Outstanding Options | 139,168 |
Weighted Average Exercise Price | $ / shares | $ 4.87 |
Weighted Average Remaining Contractual Life | 1 year |
Options Exercisable [Abstract] | |
Options Exercisable | 135,867 |
Weighted Average Exercise Price | $ / shares | $ 4.83 |
$8.24 - $16.52 | |
Options Outstanding | |
Outstanding Options | 295,224 |
Weighted Average Exercise Price | $ / shares | $ 10.33 |
Weighted Average Remaining Contractual Life | 3 years 8 months |
Options Exercisable [Abstract] | |
Options Exercisable | 251,406 |
Weighted Average Exercise Price | $ / shares | $ 10.34 |
$16.52 - $24.76 | |
Options Outstanding | |
Outstanding Options | 38,250 |
Weighted Average Exercise Price | $ / shares | $ 20.97 |
Weighted Average Remaining Contractual Life | 2 years 6 months |
Options Exercisable [Abstract] | |
Options Exercisable | 38,250 |
Weighted Average Exercise Price | $ / shares | $ 20.97 |
$24.76 - $33.00 | |
Options Outstanding | |
Outstanding Options | 148,333 |
Weighted Average Exercise Price | $ / shares | $ 28.57 |
Weighted Average Remaining Contractual Life | 10 months |
Options Exercisable [Abstract] | |
Options Exercisable | 148,333 |
Weighted Average Exercise Price | $ / shares | $ 28.57 |
$33.00 - $41.28 | |
Options Outstanding | |
Outstanding Options | 0 |
Weighted Average Exercise Price | $ / shares | $ 0 |
Options Exercisable [Abstract] | |
Options Exercisable | 0 |
Weighted Average Exercise Price | $ / shares | $ 0 |
$41.28 - $49.52 | |
Options Outstanding | |
Outstanding Options | 18,750 |
Weighted Average Exercise Price | $ / shares | $ 44.16 |
Weighted Average Remaining Contractual Life | 3 years 2 months |
Options Exercisable [Abstract] | |
Options Exercisable | 18,750 |
Weighted Average Exercise Price | $ / shares | $ 44.16 |
$49.52 - $57.76 | |
Options Outstanding | |
Outstanding Options | 4,000 |
Weighted Average Exercise Price | $ / shares | $ 56.24 |
Weighted Average Remaining Contractual Life | 3 years |
Options Exercisable [Abstract] | |
Options Exercisable | 4,000 |
Weighted Average Exercise Price | $ / shares | $ 56.24 |
$57.76 - $66.00 | |
Options Outstanding | |
Outstanding Options | 0 |
Weighted Average Exercise Price | $ / shares | $ 0 |
Options Exercisable [Abstract] | |
Options Exercisable | 0 |
Weighted Average Exercise Price | $ / shares | $ 0 |
$66.00 - $74.28 | |
Options Outstanding | |
Outstanding Options | 1,250 |
Weighted Average Exercise Price | $ / shares | $ 66.52 |
Weighted Average Remaining Contractual Life | 3 years 7 months |
Options Exercisable [Abstract] | |
Options Exercisable | 1,250 |
Weighted Average Exercise Price | $ / shares | $ 66.52 |
STOCK-BASED INCENTIVE COMPENS_6
STOCK-BASED INCENTIVE COMPENSATION - Summary of Restricted Stock Award Activity (Details) - Restricted Stock - $ / shares | Aug. 06, 2019 | Dec. 31, 2019 |
Restricted Stock | ||
Balance at December 31, 2018 | 0 | |
Acquired in Merger | 280,120 | |
Granted | 169,123 | |
Vested and issued | (214,926) | |
Forfeited and expired | (2,755) | |
Balance at December 31, 2019 | 231,562 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Balance at December 31, 2018 | $ 0 | |
Acquired in Merger | 10.68 | |
Granted | $ 2.67 | 10.72 |
Vested and issued | 10.68 | |
Forfeited and expired | 10.68 | |
Balance at December 31, 2019 | $ 10.68 |
STOCK-BASED INCENTIVE COMPENS_7
STOCK-BASED INCENTIVE COMPENSATION - Fair Value of Awards (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 2.25% |
Average time to liquidity (in years) | 2 years 1 month 17 days |
Volatility | 47.00% |
Discount for lack of marketability | 30.00% |
Weighted-average grant-date fair value per share | $ 1.13 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | Feb. 03, 2020$ / sharesshares | Aug. 06, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2016Days$ / sharesshares | Dec. 31, 2018shares | Jun. 29, 2017$ / sharesshares | Mar. 09, 2015$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||
Shares surrendered to satisfy tax withholding (in shares) | 1,160,469 | ||||||
Treasury stock held (in shares) | 383,722 | 0 | |||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||
Common Stock | 2017 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares purchasable through warrants (in shares) | 8,300,000 | ||||||
Class of Warrant or Right, Outstanding | 5,700,000 | ||||||
Term of warrants | 10 years | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2 | ||||||
Fair value of warrants | $ | $ 14.1 | ||||||
Shares purchased from exercise of warrants | 2,600,000 | ||||||
Common Stock | 2015 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares purchasable through warrants (in shares) | 3,700,000 | ||||||
Term of warrants | 10 years | ||||||
Fair value of warrants | $ | $ 4.6 | ||||||
Minimum | Common Stock | 2015 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 5.17 | ||||||
Maximum | Common Stock | 2015 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 6.45 | ||||||
OptionCare Enterprises, Inc. | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common shares issued to warrant and preferred stockholders at time of the merger (in shares) | 28,193,428 | ||||||
Restricted Stock Units (RSUs) | Home Solutions | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued pursuant to acquisition (in shares) | 7,100,000 | ||||||
Restricted Stock And Stock Options | |||||||
Class of Warrant or Right [Line Items] | |||||||
Value of shares surrendered to satisfy tax withholding obligations | $ | $ 2.5 | ||||||
Restricted Stock And Stock Options | Treasury Stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Value of shares surrendered to satisfy tax withholding obligations | $ | $ 2.4 | ||||||
Tranche One | Restricted Stock Units (RSUs) | Home Solutions | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued pursuant to acquisition (in shares) | 3,100,000 | ||||||
Stock price threshold (in dollars per share) | $ / shares | $ 4 | ||||||
Consecutive trading days threshold | Days | 20 | ||||||
Tranche Two | Restricted Stock Units (RSUs) | Home Solutions | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued pursuant to acquisition (in shares) | 4,000,000 | ||||||
Stock price threshold (in dollars per share) | $ / shares | $ 5 | ||||||
Consecutive trading days threshold | Days | 20 | ||||||
Subsequent Event | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock conversion ratio | 0.25 | ||||||
Shares surrendered to satisfy tax withholding (in shares) | 290,117 | ||||||
Treasury stock held (in shares) | 383,722 | ||||||
Subsequent Event | Common Stock | 2017 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares purchasable through warrants (in shares) | 2,100,000 | ||||||
Class of Warrant or Right, Outstanding | 1,400,000 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 8 | ||||||
Shares purchased from exercise of warrants | 700,000 | ||||||
Subsequent Event | Common Stock | 2015 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares purchasable through warrants (in shares) | 900,000 | ||||||
Subsequent Event | Minimum | Common Stock | 2015 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 20.68 | ||||||
Subsequent Event | Maximum | Common Stock | 2015 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 25.80 | ||||||
Subsequent Event | OptionCare Enterprises, Inc. | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common shares issued to warrant and preferred stockholders at time of the merger (in shares) | 7,048,357 | ||||||
Subsequent Event | Restricted Stock Units (RSUs) | Home Solutions | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued pursuant to acquisition (in shares) | 1,800,000 | ||||||
Subsequent Event | Tranche One | Restricted Stock Units (RSUs) | Home Solutions | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued pursuant to acquisition (in shares) | 800,000 | ||||||
Stock price threshold (in dollars per share) | $ / shares | $ 16 | ||||||
Subsequent Event | Tranche Two | Restricted Stock Units (RSUs) | Home Solutions | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued pursuant to acquisition (in shares) | 1,000,000 | ||||||
Stock price threshold (in dollars per share) | $ / shares | $ 20 | ||||||
Previously Reported | |||||||
Class of Warrant or Right [Line Items] | |||||||
Treasury stock held (in shares) | 1,534,886 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Selling, general and administrative expenses | $ 459,628,000 | $ 345,884,000 | $ 338,456,000 |
Sale of management notes receivable | 1,310,000 | 0 | 0 |
Sale Of Notes Receivable | |||
Related Party Transaction [Line Items] | |||
Sale of management notes receivable | 1,300,000 | ||
Madison Dearborn Partners VI-B, L.P. | Option Care Acquisition [Member] | |||
Related Party Transaction [Line Items] | |||
Due to joint ventures | 300,000 | ||
Walgreen Co. | Option Care Acquisition [Member] | |||
Related Party Transaction [Line Items] | |||
Due to joint ventures | 300,000 | ||
HC Group Holdings I, LLC | Loans Funded For Membership Unit Purchase | |||
Related Party Transaction [Line Items] | |||
Amount credited to paid-in capital for membership units sold and funded | 0 | 400,000 | 0 |
Shareholder redemptions | 2,400,000 | 0 | 100,000 |
Cash distributions | 2,000,000 | ||
Notes redeemed | 400,000 | ||
Management | |||
Related Party Transaction [Line Items] | |||
Selling, general and administrative expenses | 1,500,000 | 2,000,000 | 2,000,000 |
Notes receivable | 0 | 1,600,000 | |
Management | Sale Of Notes Receivable | |||
Related Party Transaction [Line Items] | |||
Sale of management notes receivable | 1,100,000 | ||
Accrued interest expense | 200,000 | ||
Joint Venture | |||
Related Party Transaction [Line Items] | |||
Due to joint ventures | 4,300,000 | 900,000 | |
Management fee income | $ 2,500,000 | 2,200,000 | $ 1,300,000 |
Due from joint ventures | $ 100,000 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 720,779 | $ 615,880 | $ 497,266 | $ 476,492 | $ 505,730 | $ 493,928 | $ 479,490 | $ 460,643 | $ 2,310,417 | $ 1,939,791 | $ 1,828,046 |
Gross profit | 175,642 | 137,773 | 101,390 | 98,194 | 111,000 | 108,245 | 101,274 | 101,696 | 512,999 | 422,215 | 445,999 |
Operating income (loss) | 13,973 | (11,725) | (8,005) | 5,438 | 13,548 | 12,759 | 8,897 | 3,065 | (319) | 38,269 | 27,279 |
Net income (loss) | $ (15,811) | $ (42,794) | $ (13,603) | $ (3,712) | $ 3,254 | $ 1,791 | $ (4,309) | $ (6,851) | $ (75,920) | $ (6,115) | $ 3,878 |
(Loss) earnings per common share, basic and diluted (in dollars per share) | $ (0.09) | $ (0.26) | $ (0.10) | $ (0.03) | $ 0.02 | $ 0.01 | $ (0.03) | $ (0.05) | $ (0.49) | $ (0.04) | $ 0.03 |
SUBSEQUENT EVENTS Subsequent Ev
SUBSEQUENT EVENTS Subsequent Event (Details) | Feb. 03, 2020 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Stock conversion ratio | 0.25 |
Uncategorized Items - bios-2019
Label | Element | Value |
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | ||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount | us-gaap_ValuationAllowancesAndReservesBalance | $ 0 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 844,000 |