Full Press Release Details
UNAUDITED PRO FORMA COMBINED FINANCIAL
HC Group Holdings I, LLC ("HC I") and HC Group Holdings II, Inc. ("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 (the "Merger") contemplated by the Merger Agreement (the "Merger Agreement") was completed on
August 6, 2019. The Merger was accounted for as a reverse merger under the acquisition method of accounting for business combinations
with Option Care, Inc. ("Option Care") being considered the accounting acquirer and BioScrip being considered the legal
acquirer. Following the close of the transaction, BioScrip was rebranded as Option Care Health, Inc. (the "Company").
The following unaudited
pro forma combined statement of income of the Company presents the results of operation for the year ended December 31, 2019 assuming
the following occurred on January 1, 2019: (i) the consummation of the Merger, (ii) the financing of the senior credit facilities,
including a senior secured first lien term loan facility (the "First Lien Term Loan"), a first lien asset-based revolving
credit facility (the "ABL Facility") and a second lien secured notes facility (the "Second Lien Notes")
incurred in connection with the Merger and (iii) the issuance of new equity in connection with the Merger (collectively "Merger
forma combined statement of income for the year ended December 31, 2019 combines the historical consolidated statement of income
of the Company for the year ended December 31, 2019 and the historical consolidated statement of income of BioScrip for the period
January 1, 2019 to August 5, 2019. A pro forma balance sheet as of December 31, 2019 is not presented as the Merger is reflected
in the Company's consolidated balance sheet as of December 31, 2019. The historical consolidated financial information has
been adjusted in the unaudited pro forma combined statement of income to give effect to pro forma events that are (1) directly
attributable to the Merger, (2) factually supportable and (3) expected to have a continuing impact on the combined results.
forma combined statement of income was derived from and should be read in conjunction with the accompanying notes, as well as the
historical consolidated financial statements and the related notes of the Company contained in its Annual Report on Form 10-K for
the year ended December 31, 2019 and BioScrip's historical audited and interim unaudited consolidated financial statements.
forma combined financial information has been prepared by management and is for illustrative and informational purposes only. The
unaudited pro forma combined financial information is not necessarily indicative of what the combined company's results of
operations actually would have been had the Merger Transactions been consummated as of the date indicated. In addition, the unaudited
pro forma combined statement of income does not purport to project the future financial position or operating results of the combined
to finalize the purchase price allocation within the 12-month period following the acquisition date, during which certain contingent
liabilities acquired may be revised as appropriate. Accordingly, the pro forma adjustments are preliminary and being provided solely
for the purpose of providing pro forma financial statements and are subject to revision based on a final determination of fair
value as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have
a material impact on the accompanying unaudited pro forma combined statement of income and the combined company's future results
of operations and financial position.
forma combined statement of income does not reflect any expected cost savings, operating synergies or revenue enhancements that
the combined company may achieve as a result of the Merger Transactions, any termination, restructuring or other costs to integrate
the operations of BioScrip or the costs necessary to achieve any such cost savings, operating synergies or revenue enhancements.
UNAUDITED PRO FORMA COMBINED STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands except per share amounts)
| Historical | ||||||||||||||||||||||||||||
| Year Ended | January 1 through | Pro Forma | ||||||||||||||||||||||||||
| December 31, 2019 | August 5, 2019 | Merger | Effects of Debt | Pro Forma | ||||||||||||||||||||||||
| Option Care Health | BioScrip | Adjustments | Note | Financing | Note | Combined | ||||||||||||||||||||||
| Net revenue | $ | 2,310,417 | $ | 444,944 | $ | - | $ | - | $ | 2,755,361 | ||||||||||||||||||
| Cost of revenue | 1,797,418 | 327,213 | 728 | 4 A | 2,125,359 | |||||||||||||||||||||||
| Gross profit | 512,999 | 117,731 | (728 | ) | 630,002 | |||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 459,628 | 112,245 | (64,188 | ) | 4 C | - | 507,685 | |||||||||||||||||||||
| Depreciation and amortization expense | 53,690 | 8,007 | 6,686 | 4A | - | 68,383 | ||||||||||||||||||||||
| Total operating expenses | 513,318 | 120,252 | (57,502 | ) | - | 576,068 | ||||||||||||||||||||||
| Operating (loss) income | (319 | ) | (2,521 | ) | 56,774 | - | 53,934 | |||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||
| Interest expense, net | (73,724 | ) | (37,190 | ) | - | (365 | ) | 4B | (111,279 | ) | ||||||||||||||||||
| Equity in earnings of joint ventures | 2,840 | - | - | - | 2,840 | |||||||||||||||||||||||
| Other, net | (6,991 | ) | 2,871 | (4,784 | ) | 4D | 6,819 | 4E | (2,085 | ) | ||||||||||||||||||
| Total other expense | (77,875 | ) | (34,319 | ) | (4,784 | ) | 6,454 | (110,524 | ) | |||||||||||||||||||
| Loss before income taxes | (78,194 | ) | (36,840 | ) | 51,990 | 6,454 | (56,590 | ) | ||||||||||||||||||||
| Income tax expense (benefit) | (2,274 | ) | 170 | 1,508 | 4F | 187 | 4F | (409 | ) | |||||||||||||||||||
| Net loss | $ | (75,920 | ) | $ | (37,010 | ) | $ | 50,482 | $ | 6,267 | $ | (56,181 | ) | |||||||||||||||
| (Loss) earnings per common share: | ||||||||||||||||||||||||||||
| Net (loss) earnings per share, basic and diluted | $ | (0.49 | ) | 5 | $ | (0.32 | ) | |||||||||||||||||||||
| Weighted average common shares outstanding, basic and diluted | 156,280 | 5 | 176,082 |
See accompanying notes to the unaudited pro forma combined
financial information.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
HC I and HC II entered into the Merger Agreement to merge with and into a wholly owned subsidiary of BioScrip along with certain
other subsidiaries of BioScrip and HC II. The Merger contemplated by the Merger Agreement was completed on August 6, 2019 (the
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) 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 one share for four share 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. 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 one share for four share 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 Merger Transactions, BioScrip was rebranded as Option Care Health, Inc. ("Option Care
Health", or the "Company"). The combined company's stock was listed on the Nasdaq Global Select Market
as of December 31, 2019.
liquidation preference paid to BioScrip preferred shareholders, as well as other fees and expenses related to the Merger Transactions,
primarily through debt financing, as described further in Note 4B Interest Expense, and cash on hand.
forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial
statements of Option Care and BioScrip. The unaudited pro forma combined statement of income for the year ended December 31, 2019
and adjustments are presented as if the Merger had occurred on January 1, 2019.
The acquisition method
of accounting is based on Accounting Standards Codification ("ASC") Topic 805, "Business Combinations"
("ASC 805"), and uses the fair value concepts as defined in ASC Topic 820, "Fair Value Measurement" ("ASC
820"). Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers or
sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and
best use by these market participants. Fair value measurements can be highly subjective and it is possible the application of reasonable
judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
forma combined financial information has been compiled in a manner consistent with the accounting policies of Option Care Health
and includes certain reclassifications to conform BioScrip's historical statement of income to the Company's accounting
policies and classifications.
The following provides
explanations of the various adjustments to the unaudited pro forma combined statement of income:
Incremental depreciation
and amortization of $6.7 million for the period January 1, 2019 to August 5, 2019 was recorded in operating costs and expenses
related to the fair value adjustments of acquired property and equipment and intangible assets. Additionally, incremental medical
equipment depreciation expense of $0.7 million for the period January 1, 2019 to August 5, 2019 was recorded in cost of revenue
related to the fair value adjustments of acquired medical equipment.
Represents an increase
to interest expense of $0.4 million for the twelve months ended December 31, 2019, which includes the following (in thousands):
| Year Ended December 31, 2019 | ||||
| Elimination of Option Care Health's and BioScrip's historical expense (1) | $ | (111,272 | ) | |
| Interest from secured senior credit facilities issued in conjunction with the Merger (2) | 105,552 | |||
| Amortization of deferred debt issuance costs (3) | 6,086 | |||
| Total Pro Forma Interest Expense Adjustment | $ | 365 |
A 1/8 percent variance in interest
rates would result in a $1.7 million change to pro forma interest expense for the twelve months ended December 31, 2019.
Represents the removal
of $62.7 million for the twelve months ended December 31, 2019, incurred by the combined companies in conjunction with this Merger
for transaction related fees and expenses that will not recur on an ongoing basis. Also represents the removal of Management Service
Agreement fees related to a prior acquisition of $1.5 million for the period January 1, 2019 to August 5, 2019, as these fees discontinued
upon completion of the Merger.
Represents the removal
of this income as the BioScrip stock warrants are no longer treated as liability-based instruments after the Merger.
Represents the removal
of expenses related to the extinguishment of debt retired by the Company in conjunction with the Merger of $6.8 million. Of these
expenses, $5.5 million related to debt issuance costs and deferred financing fees incurred with the issuance of the First Lien
Term Loan, which were written off upon extinguishment. The remaining $1.3 million was comprised of financing fees paid to third
parties attributed to the insubstantial modification of Option Care's previous first lien term loan and previous second lien
term loan, which were expensed as incurred.
Represents the estimated