Option Care Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Option Care Health, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Option Care Health, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of audit evidence over the evaluation of transaction price adjustments As discussed in Notes 2 and 4 to the consolidated financial statements, 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 commercial payers, government payers, and patients for infusion therapy and other ancillary health care services. The Company estimates the transaction price adjustments based on the verification of the patient’s insurance coverage, historical price concessions, and historical payments. We identified the sufficiency of audit evidence over the evaluation of transaction price adjustments as a critical audit matter. Complex auditor judgment was required to evaluate the sufficiency of audit evidence obtained due to the large volume of data and the information technology (IT) applications utilized in the transaction price adjustment process to capture and aggregate the data. 43 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s transaction price adjustment process, including general IT controls and IT application controls. We involved IT professionals with specialized skills and knowledge who assisted in the identification and testing of certain IT systems used by the Company for processing and recording of transaction price adjustments. We tested the relevance and reliability of the underlying data that served as the basis for the transaction price adjustments by agreeing a selection of certain data elements to underlying support. We assessed the sufficiency of audit evidence obtained related to transaction price adjustments by evaluating the cumulative results of the audit procedures. /s/ KPMG LLP We have served as the Company’s auditor since 2015. Chicago, Illinois February 22, 2024 44 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS) December 31, 2023 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 343,849 $ 294,186 Accounts receivable, net 377,658 377,542 Inventories 274,004 224,281 Prepaid expenses and other current assets 98,744 98,330 Total current assets 1,094,255 994,339 NONCURRENT ASSETS: Property and equipment, net 120,630 108,321 Operating lease right-of-use asset 84,159 72,424 Intangible assets, net 20,092 22,371 Referral sources, net 315,304 341,744 Goodwill 1,540,246 1,533,424 Other noncurrent assets 42,349 40,313 Total noncurrent assets 2,122,780 2,118,597 TOTAL ASSETS $ 3,217,035 $ 3,112,936 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 426,513 $ 378,763 Accrued compensation and employee benefits 92,508 76,906 Accrued expenses and other current liabilities 75,010 84,302 Current portion of operating lease liability 18,278 19,380 Current portion of long-term debt 6,000 6,000 Total current liabilities 618,309 565,351 NONCURRENT LIABILITIES: Long-term debt, net of discount, deferred financing costs and current portion 1,056,650 1,058,204 Operating lease liability, net of current portion 85,484 71,441 Deferred income taxes 34,920 22,154 Other noncurrent liabilities — 9,683 Total noncurrent liabilities 1,177,054 1,161,482 Total liabilities 1,795,363 1,726,833 STOCKHOLDERS’ EQUITY: Preferred stock; $ 0.0001 par value; 12,500,000 shares authorized, no shares outstanding as of December 31, 2023 and 2022, respectively. — — Common stock; $ 0.0001 par value: 250,000,000 shares authorized, 182,905,559 shares issued and 174,575,537 shares outstanding as of December 31, 2023; 182,341,420 shares issued and 181,957,698 shares outstanding as of December 31, 2022. 18 18 Treasury stock; 8,330,022 and 383,722 shares outstanding, at cost, as of December 31, 2023 and 2022, respectively. ( 255,107 ) ( 2,403 ) Paid-in capital 1,204,270 1,176,906 Retained earnings 457,513 190,423 Accumulated other comprehensive income 14,978 21,159 Total stockholders’ equity 1,421,672 1,386,103 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,217,035 $ 3,112,936 The accompanying notes to consolidated financial statements are an integral part of these statements. 45 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Year Ended December 31, 2023 2022 2021 NET REVENUE $ 4,302,324 $ 3,944,735 $ 3,438,640 COST OF REVENUE 3,321,101 3,077,817 2,659,034 GROSS PROFIT 981,223 866,918 779,606 OPERATING COSTS AND EXPENSES: Selling, general and administrative expenses 607,427 566,122 525,707 Depreciation and amortization expense 59,201 60,565 63,058 Total operating expenses 666,628 626,687 588,765 OPERATING INCOME 314,595 240,231 190,841 OTHER INCOME (EXPENSE): Interest expense, net ( 51,248 ) ( 53,806 ) ( 67,003 ) Equity in earnings of joint ventures 5,530 5,125 6,030 Other, net 89,865 14,218 ( 13,374 ) Total other income (expense) 44,147 ( 34,463 ) ( 74,347 ) INCOME BEFORE INCOME TAXES 358,742 205,768 116,494 INCOME TAX EXPENSE (BENEFIT) 91,652 55,212 ( 23,404 ) NET INCOME $ 267,090 $ 150,556 $ 139,898 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX: Change in unrealized (losses) gains on cash flow hedges, net of income tax benefit (expense) of $ 2,158 , $( 7,259 ) and $ 0 , respectively $ ( 6,181 ) $ 21,610 $ 10,721 OTHER COMPREHENSIVE (LOSS) INCOME ( 6,181 ) 21,610 10,721 NET COMPREHENSIVE INCOME $ 260,909 $ 172,166 $ 150,619 EARNINGS PER COMMON SHARE: Earnings per share, basic $ 1.49 $ 0.83 $ 0.78 Earnings per share, diluted $ 1.48 $ 0.83 $ 0.77 Weighted average common shares outstanding, basic 178,973 181,105 179,855 Weighted average common shares outstanding, diluted 180,375 182,075 181,205 The accompanying notes to consolidated financial statements are an integral part of these statements. 46 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 267,090 $ 150,556 $ 139,898 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization expense 62,200 65,434 68,804 Non-cash operating lease costs 18,533 19,713 15,168 Deferred income taxes - net 12,766 49,187 ( 30,372 ) (Gain)/loss on sale of assets — ( 9,403 ) 767 Loss on extinguishment of debt — — 13,387 Amortization of deferred financing costs 4,446 4,304 4,998 Equity in earnings of joint ventures ( 5,530 ) ( 5,125 ) ( 6,030 ) Stock-based incentive compensation expense 30,479 16,783 9,575 Capital distribution from equity method investments 4,000 5,875 2,900 Other adjustments ( 1,244 ) — 844 Changes in operating assets and liabilities: Accounts receivable, net 224 ( 36,889 ) ( 4,273 ) Inventories ( 51,000 ) ( 41,010 ) ( 22,700 ) Prepaid expenses and other current assets ( 6,290 ) ( 16,798 ) 1,420 Accounts payable 47,703 98,885 ( 10,381 ) Accrued compensation and employee benefits 15,546 ( 7,770 ) 23,977 Accrued expenses and other current liabilities ( 1,727 ) 10,535 18,383 Operating lease liabilities ( 17,529 ) ( 21,395 ) ( 18,496 ) Other noncurrent assets and liabilities ( 8,372 ) ( 15,335 ) 700 Net cash provided by operating activities 371,295 267,547 208,569 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment ( 41,866 ) ( 35,358 ) ( 25,632 ) Proceeds from sale of assets 3,743 14,670 — Business acquisitions, net of cash acquired ( 12,494 ) ( 87,364 ) ( 85,909 ) Other investing activities ( 5,889 ) — — Net cash used in investing activities ( 56,506 ) ( 108,052 ) ( 111,541 ) CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of stock options, vesting of restricted stock, and related tax withholdings ( 3,115 ) 352 ( 32 ) Purchase of company stock ( 250,261 ) — — Proceeds from warrant exercises — 20,916 — Proceeds from issuance of debt — — 855,136 Repayments of debt principal ( 6,000 ) ( 6,000 ) ( 8,832 ) Retirement of debt obligations — — ( 910,345 ) Deferred financing costs — — ( 10,339 ) Debt prepayment fees — — ( 2,458 ) Other financing activities ( 5,750 ) — — Net cash (used in) provided by financing activities ( 265,126 ) 15,268 ( 76,870 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 49,663 174,763 20,158 Cash and cash equivalents - beginning of the period 294,186 119,423 99,265 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 343,849 $ 294,186 $ 119,423 Supplemental disclosure of cash flows information: Cash paid for interest $ 69,804 $ 50,372 $ 60,920 Cash paid for income taxes $ 75,241 $ 13,438 $ 5,706 Cash paid for operating leases $ 27,391 $ 25,311 $ 26,174 The accompanying notes to consolidated financial statements are an integral part of these statements. 47 Table of Contents OPTION CARE HEALTH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (IN THOUSANDS) Preferred Stock Common Stock Treasury Stock Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance - December 31, 2020 $ — $ 18 $ ( 2,403 ) $ 1,129,312 $ ( 100,031 ) $ ( 11,172 ) $ 1,015,724 Stock-based incentive compensation — — — 9,575 — — 9,575 Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 32 ) — — ( 32 ) Net income — — — — 139,898 — 139,898 Other comprehensive income — — — — — 10,721 10,721 Balance - December 31, 2021 $ — $ 18 $ ( 2,403 ) $ 1,138,855 $ 39,867 $ ( 451 ) $ 1,175,886 Stock-based incentive compensation — — — 16,783 — — 16,783 Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — 352 — — 352 Exercise of warrants — — — 20,916 — — 20,916 Net income — — — — 150,556 — 150,556 Other comprehensive income — — — — — 21,610 21,610 Balance - December 31, 2022 $ — $ 18 $ ( 2,403 ) $ 1,176,906 $ 190,423 $ 21,159 $ 1,386,103 Stock-based incentive compensation — — — 30,479 — — 30,479 Exercise of stock options, vesting of restricted stock, and related tax withholdings — — — ( 3,115 ) — — ( 3,115 ) Purchase of company stock, and related tax effects — — ( 252,704 ) — — — ( 252,704 ) Net income — — — — 267,090 — 267,090 Other comprehensive loss — — — — — ( 6,181 ) ( 6,181 ) Balance - December 31, 2023 $ — $ 18 $ ( 255,107 ) $ 1,204,270 $ 457,513 $ 14,978 $ 1,421,672 The accompanying notes to consolidated financial statements are an integral part of these statements. 48 Table of Contents OPTION CARE HEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS AND PRESENTATION OF FINANCIAL STATEMENTS Corporate Organization and Business — The Company’s stock is listed on the Nasdaq Global Select Market as of December 31, 2023. During the year ended December 31, 2023, HC Group Holdings I, LLC. (“HC I”) completed sales of 23,771,926 shares of its Option Care common stock. In addition, the Company repurchased 2,475,166 shares from HC I on March 3, 2023 under the Company’s share repurchase program. See Note 16, Stockholders’ Equity , for further discussion of the Company’s share repurchase program. As of December 31, 2023, HC I no longer holds shares of the Company’s common stock. Option Care Health, and its wholly-owned subsidiaries, provides infusion therapy and other ancillary healthcare services through a national network of 93 full service pharmacies and 84 stand-alone ambulatory infusion sites. 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. GAAP requires 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. 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. See “Equity-Method Investments” within Note 2, Summary of Significant Accounting Policies , for further discussion of the Company’s equity-method investments. 49 Table of Contents 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2023, cash equivalents consisted of money market funds. 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 healthcare 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. In accordance with 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 Company had no allowance for doubtful accounts as of December 31, 2023 and 2022. Included in accounts receivable are earned but unbilled gross receivables of $ 89.1 million and $ 101.5 million as of December 31, 2023 and 2022, 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. Inventories — Inventories, 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. Prepaid Expenses and Other Current Assets — Included in prepaid expenses and other current assets are rebates receivable from pharmaceutical and medical supply manufacturers of $ 52.0 million and $ 53.4 million for the years ended December 31, 2023 and 2022, respectively. Leases — The Company has lease agreements for facilities, warehouses, office space and property and equipment. 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 are estimated primarily using a methodology dependent on the Company’s financial condition, creditworthiness, and availability of certain observable data. In particular, the Company considers 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 of leases. 50 Table of Contents Goodwill, Intangible Assets, Property and Equipment, and Referral Sources — 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 on a qualitative basis. 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 fifteen to twenty 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 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 assesses long‑lived assets for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flows basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. 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. As of December 31, 2023 and 2022, the balance of the investments was $ 20.9 million and $ 19.4 million, respectively. The investments are increased to reflect the Company’s capital contributions and equity in earnings of the investees. The investments are decreased to reflect the Company’s equity in losses of the investees and for distributions received that are not in excess of the carrying amount of the investments. The Company’s proportionate share of earnings or losses of the investees is recorded in equity in earnings of joint ventures in the accompanying consolidated statements of comprehensive income. The Company’s proportionate share of earnings was $ 5.5 million, $ 5.1 million and $ 6.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Distributions from the investees are treated as cash inflows from operating activities in the consolidated statements of cash flows. During the years ended December 31, 2023, 2022 and 2021, the Company received distributions from the investees of $ 4.0 million, $ 5.9 million and $ 2.9 million, respectively. See Note 17, Related-Party Transactions , for discussion of related-party transactions with these investees. 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 12, 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 instruments designated as hedges, 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. 51 Table of Contents 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 goods and 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 healthcare 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 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 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. 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 and Divestitures , for further discussion of the Company’s business acquisitions. 52 Table of Contents Income Taxes — 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 (benefit). 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 14 %, 14 % and 16 % for the years ended December 31, 2023, 2022 and 2021, respectively. There were no other managed care contracts that represent greater than 10% of revenue for the years presented. For the years ended December 31, 2023, 2022 and 2021, approximately 12 %, 12 % and 12 %, respectively, of the Company’s revenue was reimbursable through direct government healthcare programs such as Medicare and Medicaid. As of December 31, 2023 and 2022, approximately 12 % and 13 %, respectively, of the Company’s accounts receivable was related to these programs. Governmental programs pay for services based on fee schedules and rates that are determined by the related governmental agency. Laws and regulations pertaining to government programs are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change in the near term. The Company does not require its patients nor other payers to carry collateral for any amounts owed for goods or services provided. Other than as discussed above, 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; however, Option Care Health offers a financial assistance program for patients that meet certain defined hardship criteria. For the years ended December 31, 2023, 2022, and 2021, approximately 72 %, 73 % and 74 %, respectively, of the Company’s pharmaceutical and medical supply purchases were from four 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. 53 Table of Contents Recently Issued Accounting Pronouncements — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU allows investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. This ASU also improves the effectiveness and comparability of disclosures by adding disclosures of pretax income (loss) and income tax expense (benefit) to be consistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X and removing disclosures that no longer are considered cost beneficial or relevant. The Company is required to adopt this ASU for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its results of operations, cash flows, financial position, and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. The ASU improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities, including those public entities that have a single reportable segment, to enable investors to develop more decision-useful financial analyses. The Company is required to adopt this ASU for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Once adopted the Company will apply the ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its results of operations, cash flows, financial position, and disclosures. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This ASU is the result of the Board’s decision to incorporate into the Codification 14 disclosures referred by the SEC. The ASU represents changes to clarify or improve disclosure and presentation requirements of a variety of Topics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption permitted. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective. The Company is currently evaluating the impact of this ASU on its results of operations, cash flows, financial position, and disclosures. 3. BUSINESS ACQUISITIONS AND DIVESTITURES Amedisys, Inc. — On May 3, 2023, the Company entered into a definitive merger agreement with Amedisys. Under the terms of the merger agreement, the Company would issue new shares of its common stock to Amedisys’s stockholders, which would result in the Company’s stockholders holding approximately 64.5 % of the combined company. On June 26, 2023, the Company entered into an agreement to terminate the Amedisys Merger Agreement. Under the terms of the Mutual Termination Agreement, the Company received a payment of $ 106.0 million in cash on behalf of Amedisys. The Termination Fee is included in Other, net in the consolidated statements of comprehensive income and in Net cash provided by operating activities in the consolidated statements of cash flows. During the year ended December 31, 2023, the Company incurred $ 21.1 million in merger-related expenses, which are included in Other, net in the consolidated statements of comprehensive income and in Net cash provided by operating activities in the consolidated statements of cash flows. Revitalized, LLC — In May 2023, pursuant to the equity purchase agreement dated May 1, 2023, the Company completed the acquisition of 100 % of the membership interests in Revitalized, LLC for a purchase price, net of cash acquired, of $ 12.5 million, which primarily consisted of $ 6.7 million of goodwill and $ 5.5 million of intangible assets. Respiratory Therapy Asset Sale — The Company closed the transaction in December 2022, for a sale price of $ 18.4 million comprised of $ 14.7 million in proceeds received at the time of closing and $ 3.7 million recorded as a current asset was paid in the year ended December 31, 2023. Pursuant to the final transaction terms, $ 8.8 million of assets were sold, along with $ 0.7 million of liabilities that were previously classified as held for sale at the lower of their carrying amount or fair values less cost to sell. As a result of the transaction, a $ 10.3 million pre-tax gain on sale was recorded within Other, net in the Company’s consolidated statements of comprehensive income within the year ended December 31, 2022. 54 Table of Contents Rochester Home Infusion, Inc. — In August 2022, pursuant to the stock purchase agreement dated June 10, 2022, the Company completed the acquisition of 100 % of the equity interests in Rochester Home Infusion, Inc. (“RHI”) for a purchase price, net of cash acquired, of $ 27.4 million. The allocation of the purchase price of RHI was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations , with the total purchase price being allocated to the assets and liabilities acquired based on the relative fair value of each asset and liability. The following is a final allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired (in thousands): Amount Accounts receivable $ 686 Intangible assets 5,449 Other assets 394 Accounts payable and other liabilities ( 434 ) Fair value identifiable assets and liabilities 6,095 Goodwill (1) 21,323 Cash acquired 201 Purchase price 27,619 Less: cash acquired ( 201 ) Purchase price, net of cash acquired $ 27,418 (1) Goodwill is attributable to cost synergies from procurement and operational efficiencies and elimination of duplicative administrative costs. Specialty Pharmacy Nursing Network, Inc. — In April 2022, pursuant to the equity purchase agreement dated February 7, 2022, the Company completed the acquisition of 100 % of the equity interests in Specialty Pharmacy Nursing Network, Inc. (“SPNN”) for a purchase price, net of cash acquired, of $ 59.9 million. The allocation of the purchase price of SPNN was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations , with the total purchase price being allocated to the assets and liabilities acquired based on the relative fair value of each asset and liability. As of December 31, 2022, the Company finalized the purchase price allocation of the acquisition. Certain adjustments were made to preliminary valuation amounts related to accrued compensation. The following is a final allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, (in thousands): Amount Accounts receivable $ 2,303 Intangible assets 25,580 Other assets 600 Accrued compensation ( 1,115 ) Accounts payable and other liabilities ( 1,168 ) Fair value identifiable assets and liabilities 26,200 Goodwill (1) 33,746 Cash acquired 661 Purchase price 60,607 Less: cash acquired ( 661 ) Purchase price, net of cash acquired $ 59,946 (1) Goodwill is attributable to cost synergies from operational efficiencies and establishing a more comprehensive clinical platform through the Company’s national infrastructure and SPNN’s nursing network. Wasatch Infusion LLC Acquisition — In December 2021, pursuant to the executed asset purchase agreement on December 29, 2021, the Company completed the acquisition of Wasatch Infusion LLC for a purchase price of $ 19.5 million, which primarily consisted of $ 17.4 million of goodwill, $ 4.2 million of intangible assets, $ 2.7 million of accounts receivable, $ 2.0 million in inventories, and $( 6.7 ) million of accounts payable. 55 Table of Contents Infinity Infusion Nursing LLC — In October 2021, pursuant to the equity purchase agreement dated October 1, 2021, the Company completed the 100 % acquisition of the equity interest in Infinity Infusion LLC (“Infinity”) for a purchase price, net of cash acquired of $ 59.6 million, which is comprised of a $ 50.0 million cash payment, two contingent $ 5.0 million payments (included as a non-cash change in other noncurrent assets and liabilities within the consolidated statements of cash flows), and $( 0.4 ) million of other purchase price adjustments. The allocation of the purchase price of Infinity was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations , with the total purchase price being allocated to the assets and liabilities acquired based on the relative fair value of each asset and liability. The Company has finalized the purchase price allocation of the acquisition and no purchase accounting adjustments were made. The following is an allocation of acquired identifiable assets and assumed liabilities, net of cash acquired, (in thousands): Amount Accounts receivable $ 2,219 Intangible assets 25,400 Accounts payable and other assumed liabilities ( 539 ) Fair value identifiable assets and liabilities 27,080 Goodwill (1) 32,524 Cash acquired 1,426 Purchase price 61,030 Less: cash acquired ( 1,426 ) Purchase price, net of cash acquired $ 59,604 (1) Goodwill is attributable to cost synergies from operational efficiencies and establishing a more comprehensive clinical platform through the Company’s national infrastructure and Infinity’s nursing network. BioCure Asset Acquisition — In April 2021, pursuant to the asset purchase agreement dated April 7, 2021, the Company completed the acquisition of certain assets of BioCure, LLC for a purchase price of $ 18.9 million, which is comprised of $ 18.3 million of intangible assets, net and $ 0.6 million of inventories. 4. REVENUE The following table sets forth the net revenue earned by category of payer for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Commercial payers $ 3,747,568 $ 3,421,888 $ 2,971,900 Government payers 500,891 477,818 417,088 Patients 53,865 45,029 49,652 Net revenue $ 4,302,324 $ 3,944,735 $ 3,438,640 5. 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 $ 13.1 million, $ 12.2 million and $ 11.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. In the years ended December 31, 2023, 2022 and 2021, Company contributions of $ 12.4 million, $ 11.8 million and $ 10.9 million, respectively, were paid. 56 Table of Contents 6. INCOME TAXES The income tax expense (benefit) consists of the following for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal income tax expense (benefit): Current $ 56,474 $ 4,103 $ — Deferred 18,739 38,810 ( 30,411 ) 75,213 42,913 ( 30,411 ) State income tax expense: Current 20,253 9,182 6,817 Deferred ( 3,814 ) 3,117 190 16,439 12,299 7,007 Total income tax expense (benefit) $ 91,652 $ 55,212 $ ( 23,404 ) The difference between the statutory federal income tax rate and the effective tax rate is as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes net of federal tax benefit 4.8 % 5.0 % 4.9 % Non-deductible expenses 0.1 % 0.2 % 0.3 % Valuation allowance ( 1.5 ) % 0.0 % ( 46.2 ) % Non-deductible and stock-based compensation 0.7 % 0.4 % 0.0 % Other, net 0.4 % 0.2 % ( 0.1 ) % Effective income tax rate 25.5 % 26.8 % ( 20.1 ) % The Company recorded income tax expense of $ 91.7 million and $ 55.2 million, which represents an effective tax rate of 25.5 % and 26.8 % for the years ended December 31, 2023 and 2022, respectively. The income tax expense for the year ended December 31, 2023 includes $ 21.8 million of tax expense related to the Termination Fee payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses. In September 2023, the Company released $ 5.8 million of state valuation allowance. The variance in the Company’s effective tax rate of 25.5 % and 26.8 % for the years ended December 31, 2023 and 2022, respectively, is primarily attributable to the difference in state taxes, various non-deductible expenses, and a change in state valuation allowance. The variance in the Company’s effective tax rate of 25.5 % for the year ended December 31, 2023 compared to the federal statutory rate of 21% is also primarily attributable to state taxes, various non-deductible expenses, and a change in state valuation allowance. The variance in the Company’s effective tax rate of 26.8 % and negative 20.1 % for the years ended December 31, 2022 and 2021, respectively, is primarily attributable to the release of the Company’s federal valuation allowance for the year ended December 31, 2021. 57 Table of Contents The components of deferred income tax assets and liabilities were as follows as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: Price concessions $ 5,365 $ 6,169 Compensation and benefits 7,609 5,517 Interest limitation carryforward 13,802 29,453 Operating lease liability 26,378 22,765 Net operating losses 56,980 62,027 Other 7,556 6,576 Deferred tax assets before valuation allowance 117,690 132,507 Valuation allowance ( 6,371 ) ( 13,056 ) Deferred tax assets net of valuation allowance 111,319 119,451 Deferred tax liabilities: Accelerated depreciation ( 8,882 ) ( 7,026 ) Operating lease right-of-use asset ( 21,504 ) ( 18,076 ) Intangible assets ( 52,502 ) ( 57,673 ) Goodwill ( 52,188 ) ( 44,949 ) Other ( 11,163 ) ( 13,881 ) Deferred tax liabilities ( 146,239 ) ( 141,605 ) Net deferred tax liabilities $ ( 34,920 ) $ ( 22,154 ) Deferred tax assets are generally required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the year ended December 31, 2023, the Company maintains a valuation allowance of $ 6.4 million against certain state net operating losses (“NOL”). In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities, including the effect in available carryback and carryforward periods, projected taxable income and tax-planning strategies, in making this assessment. On a quarterly basis, the Company evaluates all positive and negative evidence in determining if the valuation allowance is fairly stated. The Company is subject to taxation in the United States and various states. At December 31, 2023, the Company had $ 39.3 million of tax-effected federal NOL carryforwards all of which are currently available to offset future taxable income in the United States and reflected as a deferred tax asset of the company. Tax-effected federal NOL carryforwards of $ 28.4 million expire beginning in 2028 through 2036, and $ 10.9 million of tax-effected federal NOLs have an indefinite carryforward period. At December 31, 2022, the Company had $ 42.3 million of tax-effected federal NOLs. At December 31, 2023 and 2022, the Company had $ 13.8 million and $ 29.4 million tax-effected amounts of interest limitation carryforwards which have an indefinite carryforward period. At December 31, 2023 and 2022, the Company also had $ 17.7 million and $ 19.5 million tax-effected amounts of cumulative state NOL carryforwards available to offset future taxable income in various states. These state NOL carryforwards will begin to expire beginning in 2024 through 2042, with some having an indefinite carryforward period. At December 31, 2023 and 2022, there were no unrecognized tax benefits for uncertain tax positions. 58 Table of Contents The following table presents the valuation allowance for deferred tax assets for the years ended December 31, 2023, 2022 and 2021 (in thousands): Additions Description Balance at Beginning of Period Charged (Benefit) to Costs and Expenses Charged (Benefit) to Other Accounts Balance at End of Period 2021: Valuation allowance for deferred tax assets $ 112,085 $ ( 96,136 ) $ ( 2,798 ) $ 13,151 2022: Valuation allowance for deferred tax assets $ 13,151 $ ( 95 ) $ — $ 13,056 2023: Valuation allowance for deferred tax assets $ 13,056 $ ( 6,685 ) $ — $ 6,371 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. 7. EARNINGS PER SHARE The Company presents basic and diluted earnings per share for its common stock. Basic earnings per share is calculated by dividing the net income of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss and the weighted average number of shares of common stock outstanding for the effects of all potentially dilutive securities. The earnings are used as the basis of determining whether the inclusion of common stock equivalents would be anti-dilutive. The computation of diluted shares for the years ended December 31, 2023, 2022 and 2021 includes the effect of shares that would be issued in connection with warrants, stock options, restricted stock awards and performance stock unit awards, as these common stock equivalents are dilutive to the earnings per share. The following table presents the Company’s common stock equivalents that were excluded from the calculation of earnings per share as they would be anti-dilutive: Year Ended December 31, 2023 2022 2021 Warrants — — 457,753 Stock option awards 1,214,560 629,690 490,968 Restricted stock awards 340,331 205,652 316,454 Performance stock unit awards — — — 59 Table of Contents The following table presents the Company’s basic earnings per share and shares outstanding (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net income (1) (2) (3) $ 267,090 $ 150,556 $ 139,898 Denominator: Weighted average number of common shares outstanding 178,973 181,105 179,855 Earnings per Common Share: Earnings per common share, basic $ 1.49 $ 0.83 $ 0.78 (1) Net income for the year ended December 31, 2023 includes $ 63.1 million related to the termination payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses and taxes. See Note 3, Business Acquisitions and Divestitures , for further discussion. In addition, net income includes approximately $ 5.3 million of other non-operating income. (2) Net income for the year ended December 31, 2022 includes the impact of the Company’s Respiratory Therapy Asset Sale. See Note 3, Business Acquisitions and Divestitures , for further discussion. (3) Net income for the year ended December 31, 2021 includes the impact of the Company’s release of its valuation allowance. The following table presents the Company’s diluted earnings per share and shares outstanding (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net income (1) (2) (3) $ 267,090 $ 150,556 $ 139,898 Denominator: Weighted average number of common shares outstanding 178,973 181,105 179,855 Effect of dilutive securities 1,402 970 1,350 Weighted average number of common shares outstanding, diluted 180,375 182,075 181,205 Earnings per Common Share: Earnings per common share, diluted $ 1.48 $ 0.83 $ 0.77 (1) Net income for the year ended December 31, 2023 includes $ 63.1 million related to the termination payment received on behalf of Amedisys, under the terms of the Mutual Termination Agreement, net of merger-related expenses and taxes. See Note 3, Business Acquisitions and Divestitures , for further discussion. In addition, net income includes approximately $ 5.3 million of other non-operating income. (2) Net income for the year ended December 31, 2022 includes the impact of the Company’s Respiratory Therapy Asset Sale. See Note 3, Business Acquisitions and Divestitures , for further discussion. (3) Net income for the year ended December 31, 2021 includes the impact of the Company’s release of its valuation allowance. 60 Table of Contents 8. LEASES During the years ended December 31, 2023, 2022 and 2021, the Company incurred operating lease expenses of $ 30.6 million, $ 29.1 million, and $ 29.8 million, respectively, including short-term lease expenses, which were included as a component of selling, general and administrative expenses in the consolidated statements of comprehensive income. As of December 31, 2023, the weighted-average remaining lease term was 6.8 years, and the weighted-average discount rate was 6.16 %. Operating leases mature as follows (in thousands): Fiscal Year Ended December 31, Minimum Payments 2024 $ 24,610 2025 22,447 2026 19,567 2027 16,281 2028 10,980 2029 and beyond 34,528 Total lease payments 128,413 Less: interest ( 24,651 ) Present value of lease liabilities $ 103,762 During the year ended December 31, 2023, the Company commenced new leases, extensions and amendments, resulting in non-cash operating activities in the consolidated statements of cash flows of $ 30.5 million related to the increases in the operating lease ROU asset and operating lease liabilities. As of December 31, 2023, the Company did not have any significant operating or financing leases that had not yet commenced. 61 Table of Contents 9. PROPERTY AND EQUIPMENT Property and equipment was as follows as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Infusion pumps $ 36,943 $ 34,942 Equipment, furniture and other 23,593 31,929 Leasehold improvements 99,725 99,085 Computer software, purchased and internally developed 50,572 34,922 Assets under development 33,668 29,411 244,501 230,289 Less: accumulated depreciation ( 123,871 ) ( 121,968 ) Property and equipment, net $ 120,630 $ 108,321 Depreciation expense is recorded within cost of revenue and operating expenses within the consolidated statements of comprehensive income, 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, 2023, 2022 and 2021 (in thousands): Year ended December 31, 2023 2022 2021 Depreciation expense in cost of revenue $ 2,999 $ 4,869 $ 5,746 Depreciation expense in operating expenses 24,820 27,374 29,865 Total depreciation expense $ 27,819 $ 32,243 $ 35,611 62 Table of Contents 10. 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 2023, 2022 and 2021, 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 2023, 2022 or 2021. The determination of fair value for acquisitions and the allocation of that value 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. The Company did not recognize any accumulated impairment losses at the beginning of the period. Changes in the carrying amount of goodwill consist of the following activity for the years ended December 31, 2023, 2022 and 2021 (in thousands): Balance at December 31, 2020 $ 1,428,610 Acquisitions 48,954 Balance at December 31, 2021 $ 1,477,564 Acquisitions 54,543 Purchase accounting adjustments 1,317 Balance at December 31, 2022 $ 1,533,424 Acquisitions 6,998 Purchase accounting adjustments ( 176 ) Balance at December 31, 2023 $ 1,540,246 63 Table of Contents The carrying amount and accumulated amortization of intangible assets consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Gross intangible assets: Referral sources $ 514,388 $ 509,646 Trademarks/names 39,136 38,508 Other amortizable intangible assets 995 912 Total gross intangible assets 554,519 549,066 Accumulated amortization: Referral sources ( 199,084 ) ( 167,902 ) Trademarks/names ( 19,698 ) ( 16,901 ) Other amortizable intangible assets ( 341 ) ( 148 ) Total accumulated amortization ( 219,123 ) ( 184,951 ) Total intangible assets, net $ 335,396 $ 364,115 Amortization expense for intangible assets was $ 34.2 million, $ 32.9 million and $ 32.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Expected future amortization expense for intangible assets recorded at December 31, 2023, is as follows (in thousands): Amount 2024 $ 34,386 2025 34,176 2026 34,071 2027 33,931 2028 33,881 2029 and beyond 164,951 Total $ 335,396 64 Table of Contents 11. INDEBTEDNESS Long-term debt consisted of the following as of December 31, 2023 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance Revolver Facility $ — $ — $ — $ — First Lien Term Loan 588,000 ( 6,974 ) ( 9,678 ) 571,348 Senior Notes 500,000 — ( 8,698 ) 491,302 $ 1,088,000 $ ( 6,974 ) $ ( 18,376 ) 1,062,650 Less: current portion ( 6,000 ) Total long-term debt $ 1,056,650 Long-term debt consisted of the following as of December 31, 2022 (in thousands): Principal Amount Discount Debt Issuance Costs Net Balance ABL Facility $ — $ — $ — $ — First Lien Term Loan 594,000 ( 8,307 ) ( 11,529 ) 574,164 Senior Notes 500,000 — ( 9,960 ) 490,040 $ 1,094,000 $ ( 8,307 ) $ ( 21,489 ) 1,064,204 Less: current portion ( 6,000 ) Total long-term debt $ 1,058,204 On December 7, 2023, the Company entered into the second amendment (the “Amendment”) to the amended and restated First Lien Credit Agreement dated as of October 27, 2021. The Amendment, among other things, provides for revolving credit commitments by the applicable Revolving Credit Lenders in an aggregate amount of $ 400.0 million (the “Revolver Facility”) pursuant to which such lenders have agreed to make Revolving Credit Loans to the Company. As of December 31, 2023, the Company had $ 5.3 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the Revolver Facility of $ 394.7 million. The Revolver Facility matures on the date that is the earlier of (i) December 7, 2028 and (ii) the date that is 91 days prior to the stated maturity date applicable to any Term B Loans. Borrowings under the Revolver Facility bear interest at a rate equal to, at the option of the Company, either (i) the Term Secured Overnight Financing Rate (“SOFR”) applicable thereto plus the Applicable Rate or (ii) the then applicable Base Rate plus the Applicable Rate, which Applicable Rate shall be, subject to certain caveats thereto, as follows (i) until delivery of financial statements and related Compliance Certificate for the first full fiscal quarter ending after the effective date of the Amendment, (A) for Term SOFR Loans, 1.75 %, (B) for Base Rate Loans, 0.75 % and (ii) thereafter, the following percentages per annum, based upon the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to the terms of the Credit Agreement. The table below illustrates the aforementioned interest rate terms: Pricing Level Total Net Leverage Ratio Applicable Rate for Term SOFR Loans Applicable Rate for Base Rate Loans I Greater than or equal to 3.00x 2.25 % 1.25 % II Less than 3.00x, but greater than or equal to 2.25x 2.00 % 1.00 % III Less than 2.25x, but greater than or equal to 1.50x 1.75 % 0.75 % IV Less than 1.50x, but greater than or equal to 1.00x 1.50 % 0.50 % V Less than 1.00x 1.25 % 0.25 % 65 Table of Contents Concurrently with the creation of the Revolver Facility, the Company terminated the ABL Credit Agreement. Prior to the transition to the Revolver Facility, the ABL Facility had been in effect from August 6, 2019 to December 7, 2023. As of December 31, 2022, the Company’s ABL Facility provided for borrowings up to $ 175.0 million and had a maturity date of October 27, 2026. Effective January 13, 2023, the Company entered into an agreement to amend the ABL Facility and increase the amount of borrowing availability by $ 50.0 million to $ 225.0 million total borrowing availability. As a result of the amended agreement, SOFR was established as the new reference rate, replacing LIBOR. Prior to the termination of the ABL Facility in December 2023, the ABL Facility bore interest at a rate equal to, at the Company’s election, either (i) a base rate determined in accordance with the ABL Credit Agreement plus an applicable margin, which is equal to between 0.25 % and 0.75 % based on the historical excess availability as a percentage of the Line Cap (as such term is defined in the ABL Credit Agreement); and (ii) SOFR plus an applicable margin, which is equal to between 1.25 % and 1.75 % based on the historical excess availability as a percentage of the Line Cap. The ABL Facility contained 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 were 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 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 Company had $ 6.7 million of undrawn letters of credit issued and outstanding, resulting in net borrowing availability under the ABL Facility of $ 168.3 million, as of December 31, 2022. Effective June 30, 2023, the Company entered into an agreement, dated as of June 8, 2023, to amend the First Lien Term Loan to replace LIBOR and related definitions and provisions with SOFR as the new reference rate. The Company entered into the First Lien Term Loan Agreement (the “First Lien Credit Agreement Amendment”), which commenced in October 2021 (the “October 2021 Refinancing”) to provide $ 600.0 million of refinanced borrowings. The First Lien Term Loan (the “First Lien Term Loan Facility”) is charged an interest rate equal to, at the Company’s option, either (i) SOFR (with a floor of 0.50 % per annum) plus an applicable margin of 2.75 % for Term SOFR Loans (as such term is defined in the First Lien Credit Agreement Amendment); and (ii) a base rate determined in accordance with the First Lien Credit Agreement Amendment, plus 1.75 % for Base Rate Loans (as such term is defined in the First Lien Credit Agreement Amendment). The First Lien Term Loan Facility is repayable in quarterly installments, which began in March 2022, and matures on October 27, 2028. The interest rate on the First Lien Term Loan was 8.21 % and 6.82 % as of December 31, 2023 and 2022, respectively. The weighted average interest rate incurred on the First Lien Term Loan was 7.83 % and 4.52 % for the years ended December 31, 2023 and 2022, respectively. In conjunction with the October 2021 Refinancing, the Company also issued $ 500.0 million in aggregate principal of unsecured senior notes (“Senior Notes”). The Senior Notes bear interest at a rate of 4.375 % per annum payable semi-annually in arrears on October 31 and April 30 of each year, commencing on April 30, 2022. The Senior Notes mature on October 31, 2029. The interest rate on the Senior Notes was 4.375 % as of both December 31, 2023 and 2022. The weighted average interest rate incurred on the Senior Notes was 4.375 % for both years ended December 31, 2023 and 2022. The Company assessed whether the October 2021 Refinancing 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 continuing to participate in either the First Lien Term Loan Facility and Senior Notes; (ii) previous lenders that exited; and (iii) new lenders. The Company determined that $ 35.7 million of the First Lien Term Loan was extinguished, which was disclosed as an outflow from financing activities in the condensed consolidated statements of cash flows. The First Lien Term Loan had insubstantial modifications for lenders that continued to participate in either debt instrument, which resulted in a cash outflow from financing activities of $ 558.3 million in the consolidated statements of cash flows. The Company determined that $ 501.4 million of new debt was issued related to the First Lien Term Loan, which is disclosed as an inflow from financing activities in the consolidated statements of cash flows. In connection with the refinancing of the First Lien Term Loan and issuance of the Senior Notes, the Company incurred $ 10.7 million in debt issuance costs and third-party fees, of which $ 8.8 million was capitalized, $ 1.7 million was expensed as a component of other expense and $ 0.2 million was expensed as a loss on extinguishment as a component of other expense in the consolidated statements of comprehensive income. Further, $ 1.5 million of the total fees incurred of $ 10.7 million was netted against the $ 501.4 million of proceeds from debt as a component of the cash flows from financing activities, $ 7.4 million was presented as deferred financing costs as a component of cash flows from financing activities, and the remaining $ 1.8 million was included in cash flows from operating activities in the consolidated statements of cash flows. The Company recognized a loss on extinguishment of debt of $ 1.0 million included in the line entitled “Other, net” in the consolidated statements of comprehensive income, of which $ 0.2 million related to debt issuance costs incurred with the First Lien Term Loan refinancing and issuance of the Senior Notes, as discussed above, and $ 0.8 million related to existing deferred financing fees that were written off upon extinguishment within the consolidated statements of comprehensive income and cash flows during the year ended December 31, 2021. 66 Table of Contents Prior to the October 2021 Refinancing, the Company entered into an amendment on the First Lien Term Loan in January 2021 (the “January 2021 Refinancing”) which resulted in additional First Lien Term Loan indebtedness. The proceeds of the First Lien Term Loan indebtedness were used to prepay the remaining balance of the previous senior secured second lien pay-in-kind toggle floating rate notes due 2027 (“Second Lien Notes”). The Company assessed whether the repayment of the Second Lien Notes by issuing incremental First Lien Term Loan indebtedness 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 First Lien Term Loan and Second Lien Notes; (ii) previous lenders that exited; and (iii) new lenders. The Company determined that $ 161.2 million of the First Lien Term Loan was extinguished and $ 122.9 million of the $ 150.0 million second lien term loan (“Second Lien Term Loan”) was extinguished, which is disclosed as an outflow from financing activities in the consolidated statements of cash flows. The First Lien Term Loan and Second Lien Notes had insubstantial modifications for lenders that participated in both debt instruments, which resulted in a cash outflow from financing activities of $ 352.0 million in the consolidated statements of cash flows. The Company determined that $ 356.2 million of new debt was issued related to the First Lien Term Loan, which is disclosed as an inflow from financing activities in the consolidated statements of cash flows. In connection with the prepayment of the Second Lien Notes and incremental First Lien Term Loan indebtedness, the Company incurred $ 7.2 million in debt issuance costs and third-party fees, of which $ 3.7 million was capitalized, $ 0.9 million was expensed as a component of other expense and $ 2.6 million was expensed as a loss on extinguishment as a component of other expense in the consolidated statements of comprehensive income. Further, $ 1.0 million of the total fees incurred of $ 7.2 million was netted against the $ 356.2 million of proceeds from debt as a component of the cash flows from financing activities, $ 2.9 million was presented as deferred financing costs as a component of cash flows from financing activities, $ 2.4 million was presented as debt prepayment fees as a component of cash flows from financing activities, and the remaining $ 0.9 million was included in cash flows from operating activities in the consolidated statements of cash flows. The Company recognized a loss on extinguishment of debt of $ 12.4 million included in the line entitled “Other, net” in the consolidated statements of comprehensive income, of which $ 2.6 million related to debt issuance costs incurred with the incremental First Lien Term Loan indebtedness and prepayment of the Second Lien Notes, as discussed above, and $ 9.8 million related to existing deferred financing fees that were written off upon extinguishment within the consolidated statements of comprehensive income and cash flows during the year ended December 31, 2021. Long-term debt matures as follows (in thousands): Fiscal Year Ended December 31, Minimum Payments 2024 $ 6,000 2025 6,000 2026 6,000 2027 6,000 2028 564,000 2029 and beyond 500,000 Total $ 1,088,000 During the year ended December 31, 2023, the Company engaged in hedging activities to limit its exposure to changes in interest rates. See Note 12, Derivative Instruments , for further discussion. The following table presents the estimated fair values of the Company’s debt obligations as of December 31, 2023 (in thousands): Financial Instrument Carrying Value as of December 31, 2023 Markets for Identical Item (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) First Lien Term Loan $ 571,348 $ — $ 590,234 $ — Senior Notes 491,302 — 448,750 — Total debt instruments $ 1,062,650 $ — $ 1,038,984 $ — The Company had no fair value measurements that utilized Level 3 inputs of the fair value hierarchy for the year ended December 31, 2023. See Note 13, Fair Value Measurements , for further discussion. 67 Table of Contents 12. 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. In August 2019, the Company entered into an interest rate swap agreement that reduced the variability in the interest rates on the newly-issued debt obligations following the Merger with BioScrip. The interest rate swap for $ 925.0 million notional was effective in August 2019 with $ 911.1 million designated as a cash flows hedge against the underlying interest rate on the First Lien Term Loan interest payments indexed to one-month LIBOR through August 2021. In accordance with ASU 2017-12, Targeted Improvements to Accounting for Hedges , the Company had determined that the $ 911.1 million designated cash flows hedge is perfectly effective. The remaining $ 13.9 million notional amount of the interest rate swap is not designated as a hedging instrument. The interest rate swap expired in August 2021. In October 2021, the Company entered into an interest rate cap hedge with a notional amount of $ 300.0 million for a five-year term beginning November 30, 2021. The hedge partially offsets risk associated with the First Lien Term Loan’s variable interest rate. The interest rate cap instrument perfectly offsets the terms of the interest rates associated with the variable interest rate of the First Lien Term Loan. 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, 2023 December 31, 2022 Interest rate cap designated as cash flows hedge Prepaid expenses and other current assets $ 9,746 $ 10,926 Interest rate cap designated as cash flows hedge Other noncurrent assets 10,183 17,342 Total derivative assets $ 19,929 $ 28,268 The gain and loss associated with the changes in the fair value of the effective portion of hedging instruments are recorded into other comprehensive (loss) income. The gain and loss associated with the changes in the fair value of the hedging instruments not designated are recognized in net income through interest expense. The following table presents the pre-tax (loss) gain from derivative instruments recognized in other comprehensive (loss) income in the Company’s consolidated statements of comprehensive income (in thousands): Year Ended December 31, Derivative 2023 2022 2021 Interest rate cap designated as cash flows hedge $ ( 8,339 ) $ 28,869 $ ( 601 ) Interest rate swap designated as cash flows hedge — — 11,172 Total $ ( 8,339 ) $ 28,869 $ 10,571 The following table presents the amount and location of pre-tax income (loss) recognized in the Company’s consolidated statement of comprehensive income related to the Company’s derivative instruments (in thousands): Year Ended December 31, Derivative Income Statement Caption 2023 2022 2021 Interest rate cap designated as cash flows hedge Interest expense $ 10,974 $ 1,090 $ ( 239 ) Interest rate swap designated as cash flows hedge Interest expense — — ( 11,298 ) Interest rate swap not designated as hedge Interest expense — — ( 2 ) Total $ 10,974 $ 1,090 $ ( 11,539 ) The Company expects to reclassify $ 2.8 million of total interest rate costs from accumulated other comprehensive income (loss) against interest expense during the next 12 months. 68 Table of Contents 13. 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 11, Indebtedness , for further discussion of the carrying amount and fair value of the First Lien Term Loan. Senior Notes : The fair value of the Senior Notes is derived from a broker quote (Level 2 inputs). See Note 11, Indebtedness , for further discussion of the carrying amount and fair value of the Senior Notes. Interest Rate Cap : The fair value of the interest rate cap is derived from the interest rates prevalent in the market and future expectations of those interest rates (Level 2 inputs). The Company determines the fair value of the investments based on quoted prices from third-party brokers. See Note 12, Derivative Instruments , for further discussion of the fair value of the interest rate cap. Money Market Funds : The fair value of the money market funds is derived from the closing price reported by the fund sponsor and classified as cash and cash equivalents on the Company’s consolidated balance sheets (Level 1 inputs). There were no other assets or liabilities measured at fair value at December 31, 2023 or 2022. 14. 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 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. 69 Table of Contents 15. STOCK-BASED INCENTIVE COMPENSATION Equity Incentive Plans — Under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), approved at the annual meeting by the BioScrip stockholders on May 3, 2018, the Company may issue, among other things, incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, stock grants, and performance units to key employees and directors. The 2018 plan is administered by the Company’s Compensation Committee, a standing committee of the Board of Directors. A total of 4,101,735 shares of common stock were initially authorized for issuance under the 2018 Plan. In May 2021, an additional 4,999,999 shares were authorized for issuance under the 2018 Plan, resulting in a total 9,101,734 shares of common stock authorized for issuance. Stock Options — Options granted under the 2018 Plan typically vest over a three - or four-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 years ended December 31, 2023, 2022 and 2021, the Company recognized compensation expense related to stock options of $ 6.5 million, $ 2.5 million and $ 1.9 million, respectively. The weighted average grant-date fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $ 15.72 , $ 12.51 and $ 17.79 , respectively. The fair value of stock options granted was estimated on the date of grant using a Black-Scholes pricing model. The assumptions used to compute the fair value of options for the years ended December 31, 2023, 2022 and 2021 are as follows: Year Ended December 31, 2023 2022 2021 Expected volatility 51.43 % 51.19 % 51.92 % Risk-free interest rate 4.16 % 3.91 % 1.40 % Expected life of options 6.2 years 6.2 years 6.5 years Dividend rate — — — A summary of stock option activity for the year ended December 31, 2023 is as follows: Options Weighted Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted Average Remaining Contractual Life Balance at December 31, 2022 1,021,370 $ 21.63 $ 8,816 Granted 872,264 $ 28.87 $ 4,208 Exercised ( 60,106 ) $ 18.56 $ 827 Forfeited and expired ( 87,256 ) $ 28.13 $ 561 Balance at December 31, 2023 1,746,272 $ 25.08 $ 15,028 8.19 years Exercisable at December 31, 2023 283,571 $ 17.07 $ 4,713 6.36 years During the years ended December 31, 2023, 2022 and 2021, shares were surrendered to satisfy tax withholding obligations on the exercise of stock options with a cost basis of $ 0.3 million, $ 0.7 million and $ 0.1 million, respectively. No cash was received from stock option exercises under share-based payment arrangements for the years ended December 31, 2023, 2022 and 2021. 70 Table of Contents The maximum term of stock options under these plans is ten years . Options outstanding as of December 31, 2023 expire on various dates ranging from May 2024 through July 2033. The following table outlines the outstanding and exercisable stock options as of December 31, 2023: 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 9,901 $ 6.52 3.1 years 9,901 $ 6.52 $ 8.24 - $ 16.52 132,752 $ 12.44 5.4 years 108,767 $ 12.24 $ 16.52 - $ 24.76 460,969 $ 21.41 7.6 years 159,439 $ 20.59 $ 24.76 - $ 33.00 1,142,650 $ 28.19 8.8 years 5,464 $ 29.51 All options 1,746,272 283,571 As of December 31, 2023, there was $ 13.0 million of unrecognized compensation expense related to unvested option grants that is expected to be recognized over a weighted-average period of 1.2 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 four 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 on a pro-rata basis over three years from the date of grant. Compensation expense from restricted stock is recognized on a straight-line basis over the requisite service period. During the years ended December 31, 2023, 2022 and 2021, the Company recognized compensation expense related to restricted stock awards of $ 16.6 million, $ 10.2 million and $ 4.9 million, respectively. The grant-date fair value of restricted stock is valued as the closing price of the Company’s common stock on the date of the grant. A summary of restricted stock award activity for the year ended December 31, 2023 is as follows: Restricted Stock Weighted Average Grant Date Fair Value Balance at December 31, 2022 1,668,847 $ 22.45 Granted 945,589 $ 29.02 Vested and issued ( 504,597 ) $ 19.54 Forfeited and expired ( 226,723 ) $ 24.86 Balance at December 31, 2023 1,883,116 $ 26.28 During the years ended December 31, 2023 and 2022, shares were surrendered to satisfy tax withholding obligations on the vesting of restricted stock awards with a cost basis of $ 4.4 million and $ 1.4 million, respectively. During the year ended December 31, 2021, shares were surrendered to satisfy tax withholding obligations on the vesting of restricted stock awards with an immaterial cost basis. As of December 31, 2023, there was $ 31.4 million in unrecognized compensation expense related to unvested restricted stock awards that is expected to be recognized over a weighted average period of 1.2 years. The total fair value of restricted stock awards vested during the years ended December 31, 2023, 2022 and 2021 was $ 9.9 million, $ 3.7 million and $ 1.2 million, respectively. 71 Table of Contents Performance Stock Units — Performance-based stock units are generally earned based on the attainment of specified goals achieved over a designated performance period. During the years ended December 31, 2023, 2022 and 2021, the Company’s Compensation Committee approved awards of performance-based stock units to certain senior executives of the Company with grant dates in 2023, 2022 and 2021, respectively. The performance-based stock units approved during 2023 (“2023 PSU”), 2022 (“2022 PSU”) and 2021 (“2021 PSU”) each offer a three-year -cliff vesting schedule. Each award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient. The 2023 PSU, 2022 PSU and 2021 PSU awards may be earned upon the completion of the two-year -average performance periods ending December 31, 2024, 2023 and 2022, respectively. Whether units are earned at the end of the performance period will be determined based on the achievement of certain performance objectives over the performance period. The performance objectives include achieving a target growth for adjusted EBITDA and revenue combined in addition to a target growth for cash flows from operations over the performance period. Depending on the results achieved during the performance period, the actual number of shares that a grant recipient receives at the end of the period may range from 0 % to 200 % of the Target Shares granted. Each period begins with 100 % of the Target Shares and true-up or true-down adjustments are considered every quarter-end based on the forecasted performance period results. The fair value of the Target Shares and performance stock unit awards are based on the fair value of the underlying shares as of market close on the grant date. Compensation expense for performance unit stock awards is recognized on a straight-line basis over the requisite service period. During the year ended December 31, 2023, the Company recognized compensation expense related to the 2023 PSU, 2022 PSU and 2021 PSU awards of $ 2.2 million, $ 2.9 million and $ 2.4 million, respectively. During the year ended December 31, 2022, the Company recognized compensation expense related to the 2022 PSU and 2021 PSU awards of $ 2.4 million and $ 1.7 million, respectively. During the year ended December 31, 2021, the Company recognized compensation expense related to the 2021 PSU awards of $ 2.7 million. As of December 31, 2023, there were $ 5.5 million, $ 3.3 million and $ 0.3 million in unrecognized compensation expense related to unvested 2023 PSU, 2022 PSU and 2021 PSU awards, respectively, that are expected to be recognized over the period of 2.2 years, 1.2 years and 0.2 years, respectively. 72 Table of Contents 16. STOCKHOLDERS’ EQUITY During the years ended December 31, 2023 and 2022, HC I completed secondary offerings of 23,771,926 and 11,000,000 shares of common stock, respectively. As of December 31, 2023, HC I no longer holds shares of the Company’s common stock. 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 2.1 million shares of common stock. The 2017 Warrants have a 10-year term and an exercise price of $ 8.00 per share 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. During the years ended December 31, 2023 and 2022, warrant holders exercised warrants to purchase 188,350 and 1,130,089 shares of common stock, respectively. No proceeds were received from these exercises as the warrant holders elected to surrender shares to pay the exercise price. At December 31, 2023 and 2022, the remaining warrant holders are entitled to purchase 51,838 and 240,188 shares of common stock, respectively. 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 0.9 million shares of common stock. The 2015 Warrants have a 10-year term and have exercise prices in a range of $ 20.68 per share to $ 25.80 per share. 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. During the year ended December 31, 2023, warrant holders exercised an immaterial number of warrants to purchase shares of common stock. During the year ended December 31, 2022, warrant holders exercised warrants to purchase 900,272 shares of common stock. During the year ended December 31, 2023, no cash proceeds were received from warrant exercises. During the year ended December 31, 2022, $ 20.9 million of cash was received as proceeds from warrant exercises. At December 31, 2023 and 2022, the remaining warrant holders are entitled to purchase 13,888 and 15,231 shares of common stock, respectively. Share Repurchase Program — On February 20, 2023, the Company’s Board of Directors approved a share repurchase program of up to an aggregate $ 250.0 million of common stock of the Company. On December 6, 2023, the Company’s Board of Directors approved an increase to its share repurchase program authorization from $ 250.0 million to $ 500 million. Under the share repurchase program, repurchases may occur in any number of methods depending on timing, market conditions, regulatory requirements, and other corporate considerations. The share repurchase program has no specified expiration date. During the year ended December 31, 2023, the Company purchased 7,946,301 shares of common stock for an average share price of $ 31.46 , totaling $ 250.0 million. All repurchased shares became treasury stock. As of December 31, 2023, the Company is authorized to repurchase up to a remaining $ 250.0 million of common stock of the Company. Treasury Stock — As of December 31, 2023 and 2022, the Company held 8,330,022 and 383,722 shares of treasury stock, respectively. Preferred Stock — The Company had no preferred stock outstanding as of December 31, 2023 or 2022. 17. RELATED-PARTY TRANSACTIONS Transactions with Equity-Method Investees — The Company provides management services to its joint ventures such as accounting, invoicing and collections in addition to day-to-day managerial support of the operations of the businesses. The Company recorded management fee income of $ 5.3 million, $ 4.1 million and $ 3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Management fees are recorded in net revenues in the accompanying consolidated statements of comprehensive income. The Company had amounts due to its joint ventures of $ 0.5 million and due from its joint ventures of $ 0.1 million as of December 31, 2023. The Company had amounts due to its joint ventures of $ 1.5 million as of December 31, 2022. These receivables were included in prepaid expenses and other current assets in the accompanying balance sheets and these payables were included in accrued expenses and other current liabilities 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. Share Repurchase Agreement — On February 28, 2023, we entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with HC I, pursuant to which we agreed to repurchase, subject to the terms and conditions contained therein, up to $ 75.0 million of our common stock then held by HC I at the same purchase price per share as the underwriter in a concurrent underwritten public offering of our common stock held by HC I. On March 3, 2023, the transactions contemplated by the Share Repurchase Agreement closed, and we repurchased directly from HC I 2,475,166 shares of our common stock. 73 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.