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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002
Commission File No. 0-19878

OPTION CARE, INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code (847) 465-2100

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 Par Value per Share
Title of Each Class

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o

        The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2002 was approximately $181,162,000 (based on closing sale price on Friday, June 28, 2002 of $13.74 per share as reported by the Nasdaq National Market and published in the Wall Street Journal). Solely for purposes of the foregoing calculation of aggregate market value of voting stock held by non-affiliates, the registrant has assumed that all Directors and executive officers of the registrant are affiliates of the registrant. Such assumption shall not be deemed as determination by the registrant that such persons are affiliates of the registrant for any purposes.

        The number of shares of the registrant's Common Stock, $.01 par value, outstanding as of March 14, 2003 was 20,739,729.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Registrant's Proxy Statement for the 2003 Annual Stockholders' Meeting, to be filed by the Registrant on or before April 30, 2003, are incorporated by reference into Items 10, 11, 12 and 13 in Part III of this Report.

OPTION CARE, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

        The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this Annual Report on Form 10-K and other materials filed or to be filed by Option Care with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by Option Care) contain statements that are or will be forward-looking, such as statements relating to acquisitions and other business development activities, future capital expenditures and the anticipated or potential effects of future regulation and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of, Option Care. These risks and uncertainties include, but are not limited to, uncertainties affecting businesses of Option Care and its franchisees relating to acquisitions and divestitures (including continuing obligations with respect to completed transactions), sales and renewals of franchises, government and regulatory policies (including federal, state and local efforts to reform the delivery of and payment for healthcare services), general economic conditions (including economic conditions affecting the healthcare industry in particular), the pricing and availability of goods and services, technological developments and changes in the competitive environment in which Option Care operates.

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PART I

Item 1. BUSINESS

BUSINESS

        We provide pharmacy services to patients with acute and chronic conditions at the patient's home or at other alternate-site settings, such as physicians' offices. These services are performed under contractual agreements with managed care organizations and other payors through which we provide home infusion therapy, specialty pharmacy services and other related healthcare services. As of December 31, 2002, our services are provided locally through our nationwide network of 128 owned and franchised pharmacy locations. For the twelve months ended December 31, 2002, 56.5% of our revenue was generated from specialty pharmacy services, 40.3% was from infusion and related healthcare services provided by our company-owned pharmacies, and the remaining 3.2% was provided by other sources such as franchise royalties and the license and rental of software products by our wholly-owned subsidiary, Management by Information, Inc. (MBI).

INDUSTRY OVERVIEW

        Healthcare related expenditures constitute a large and growing segment of the US economy. According to estimates by the Centers for Medicare & Medicaid Services, national health expenditures reached $1.4 trillion in 2001, with prescription drug expenditures of $141 billion representing 10% of this total. Prescription drugs remain the fastest-growing healthcare expenditure category, increasing by 15.7% in 2001. Two important trends that impact our business have emerged in relation to healthcare spending:

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Government programs, private insurance companies, managed care organizations and self-insured employers have implemented various cost-containment measures to limit the growth of healthcare expenditures. These cost-containment measures, together with technological advances, have resulted in a shift in the delivery of many healthcare services away from traditional hospital settings to more cost-effective settings, including patients' homes.



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As a result of the proliferation of biotechnology research and development, biotechnology companies and pharmaceuticals manufacturers have developed a variety of high cost specialty pharmaceuticals. These specialty pharmaceuticals are most often used in the treatment of chronic conditions such as multiple sclerosis, growth hormone disorders, hemophilia, cancer and immune deficiency disorders. These specialty pharmaceuticals typically cost over $10,000 per patient per year, are used on a recurring basis for extended periods of time and require special inventory handling, administration and patient compliance monitoring, which traditional pharmacy distribution channels are not designed to handle.

        These trends are positively impacting the growth of many services we provide.

Home Infusion Therapy

        Home infusion therapy primarily involves the intravenous administration of medications treating a wide range of acute and chronic health conditions. Home infusion therapy is primarily administered to treat infections, dehydration, cancer, pain and nutritional deficiencies. Patients are generally referred to home infusion therapy providers by physicians, hospital discharge planners and case managers. The medications are mixed and dispensed under the supervision of a registered pharmacist and the therapy is generally provided in the home of the patient by a registered nurse or trained caregiver.

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        According to the National Home Infusion Association, the size of the home infusion therapy industry was approximately $4.5 billion in 2000. We believe that several factors will contribute to the continuing growth in non-hospital based infusion therapy services, including the following:

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cost containment pressures;



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increased number of therapies that can be safely administered in patients' homes;



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patient preference for at-home treatment;



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increased acceptance of home infusion by the medical community;



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technological innovations such as implantable injection ports, vascular access devices and portable infusion control devices; and



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an increase in the market size due to demographic trends.

Specialty Pharmacy Services

        Specialty pharmacy services involve the distribution of primarily injectible pharmaceuticals for patients with chronic health conditions. These pharmaceuticals can be directly distributed to the patient or to the patient's physician for in-office administration and typically cost over $10,000 per patient per year and require refrigeration during shipping and careful handling to prevent potency degradation. Patients receiving treatment usually require special counseling and education regarding their condition and treatment programs. The specialty pharmacy services industry primarily treats conditions such as multiple sclerosis, growth hormone disorders, hemophilia, cancer and immune deficiency disorders and other chronic conditions. Retail pharmacies and other traditional distributors generally are designed to carry inventories of low cost, high volume products and therefore are not equipped to handle the high cost, low volume specialty injectible pharmaceuticals that have specialized requirements. As a result, specialty injectible pharmaceuticals are generally provided by pharmacies that primarily focus on filling, labeling and delivering specialty injectible pharmaceuticals and related specialty pharmacy services.

        The U.S. market for specialty pharmaceuticals is estimated to be approximately $22 billion according to IMS Health, Inc. data. We expect several factors to contribute to the continuing growth of the specialty pharmacy services industry, including the following:

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cost containment pressures;



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development of new pharmaceuticals;



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direct to consumer advertising;



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increased acceptance of mail-order distribution; and



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growing emphasis on care management and compliance monitoring for high-cost, chronic therapies.

OPTION CARE PHARMACY SOLUTION

        We provide managed care organizations and other third party payors, patients, physicians and pharmaceutical manufacturers with a cost-effective solution for both home infusion therapy and specialty pharmacy services nationwide.

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Payors—We provide payors with a comprehensive approach to meeting their pharmacy services needs. Our home infusion therapy services offer a lower cost alternative to providing these therapies in a hospital setting. Our specialty pharmacy services offer payors a cost effective solution for the distribution of specialty injectible pharmaceuticals directly to patients for self-administration. Through our specialty pharmacy services, we also provide the direct distribution

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of specialty pharmaceuticals to physician's offices for in-office administration. This provides payors with a cost-effective alternative to direct billing of specialty injectible pharmaceuticals by physicians. We also provide payors with utilization and outcomes data to verify the effectiveness of the therapy.

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Patients—We improve patients' quality of life by allowing them to remain at home while receiving necessary medications, supplies and services. In addition, we help manage patients' conditions through counseling and education regarding their treatment and by providing ongoing monitoring to encourage patient compliance with the prescribed therapy. We also provide services to help patients receive reimbursement benefits.



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Physicians—We assist physicians with time-intensive patient support by providing care management related to their patients' pharmacy needs. We eliminate the need for physicians to carry inventories of high cost prescriptions by distributing the medications directly to patients' homes or, if required, to the physicians' offices. Additionally, we either bill the payor directly or assist the patient in the submission of claims to the payor.



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Pharmaceutical manufacturers—We provide pharmaceutical manufacturers with a broad distribution channel for their existing pharmaceuticals and their new product launches. Our team of over 60 salespeople helps pharmaceutical manufacturers increase the visibility of their products to prescribing physicians. We implement patient monitoring programs that encourage compliance with the prescribed therapy. We also provide valuable clinical information in the form of outcomes and compliance data to the manufacturers.

BUSINESS STRATEGY

        Because of our clinical experience and the geographical coverage of our 128 pharmacies, we believe that we are an attractive provider to managed care organizations, insurance companies and other third party payors and referral sources seeking a single source for infusion therapy and specialty pharmacy services. We intend to increase our revenue and profitability by implementing the following strategies:

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Home Infusion Strategy—We intend to strengthen our position as the leading national provider of infusion therapy by investing in sales execution to new and existing referral sources and through selective acquisitions that expand our geographic coverage into new markets and consolidate providers in existing markets that we serve.



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Specialty Pharmcy Strategy—We have two strategies to providing specialty pharmacy services:



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Manufacturer Strategy—We intend to expand our relationships with biotech and other pharmaceutical manufacturers in order to acquire distribution rights to existing and new products by providing centralized distribution, patient compliance programs, patient reimbursement support and clinical data. To support our operations and enhance the services provided under our relationships with pharmaceutical manufacturers, we have opened a national Specialty Care Pharmacy in Ann Arbor, Michigan to provide a central distribution channel for certain specialty pharmaceuticals.



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Managed Care Strategy—We intend to expand existing relationships and enter into new relationships with managed care organizations to lower the cost of physician office-based injectible drugs. Operating under the OptionMed® name, our specialty pharmacy in Miramar, Florida serves as a central management and distribution point for delivery of specialty pharmaceuticals into physician offices.

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HOME INFUSION THERAPY SERVICES

        As of December 31, 2002, our home infusion therapy services are provided through our local pharmacy network of 40 company-owned pharmacy locations. These pharmacies offer patients and physicians the following products and services:

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medication and supplies for administration and use at home;



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consultation and education regarding the patient's condition and the prescribed medication;



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clinical monitoring and assistance in monitoring potential side effects; and



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assistance in obtaining reimbursement.

        We provide the following home infusion therapies:

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Total Parenteral Nutrition—intravenous therapy providing required nutrients to patients with digestive or gastro-intestinal problems, most of whom have chronic conditions requiring treatment for life;



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Anti-infective Therapy—intravenous therapy providing medication for infections related to diseases such as AIDS, osteomyelitis and urinary tract infections;



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Pain Management—intravenous or continuous injection therapy, delivered by a pump, providing analgesic pharmaceuticals to reduce pain;



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Enteral Nutrition—providing nutritional formula by tube directly into the stomach or colon; and



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Chemotherapy—intravenous therapy providing prescription medications to treat cancer.



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Other therapies—treating a wide range of medical conditions.

SPECIALTY PHARMACY SERVICES

        We purchase specialty pharmaceuticals from manufacturers or distributors, fill prescriptions provided by physicians and label, package and deliver the pharmaceuticals to patients' homes or physicians' offices, either ourselves or through couriers such as Federal Express. Our specialty pharmacy services are provided through two distinct operating units, Specialty Care Pharmacy and OptionMed®. Each unit focuses on one of our two specialty pharmacy growth strategies.

        We provide specialty pharmacy services to treat the following:

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Growth Hormone Deficiency—a condition that prevents normal growth patterns in children, generally caused by disorders of the pituitary gland or kidneys. Therapy consists of daily injections of growth hormone and usually lasts seven to nine years.



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Respiratory Synctial Virus (RSV) Prevention—RSV is a major cause of respiratory disease in young children and infants. Treatment is directed toward high-risk pediatric patients, typically from infant to age two. The most common treatment consists of monthly injections throughout the "RSV season" which lasts from approximately October through April.



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Hepatitis C Virus—a viral infection which results in the inflammation of the liver. Left untreated, hepatitis C virus can cause serious liver damage. Treatment includes injections of interferon alfa products, which are proteins that boost the body's immune system. Treatment can last up to 24 months.



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Multiple Sclerosis—a chronic, incurable, progressive disease of the central nervous system. The goal of treatment is to decrease the severity, intensity and duration of outbreaks and to slow the progression of the disease. Treatment regimens involve pharmaceutical injections, and products vary widely.

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Hemophilia—an inherited bleeding disorder that is caused by a blood clotting deficiency that results in a longer bleeding time. Hemophilia is one of the most costly diseases to treat. The treatment goal is to raise the level of the deficient clotting factor and maintain it in order to stop the bleeding. Treatments include infusion of the clotting factor products. The length of treatment depends on the severity of the bleeding episode, and the need for treatment continues throughout the life of the patient.



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Immune Deficiency—immune deficiencies are disorders which reduce the patient's ability to identify and destroy substances which do not belong in the human body and are characterized by reduced levels of antibodies. Intravenous immune globulins, which are infused to treat the immune deficiencies, are concentrated antibodies that have been purified from large numbers of human blood donors.



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Cancer—includes a wide spectrum of tumors, abnormal growths and cellular abnormalities. Treatment includes radiation, chemotherapy and/or surgery. As a result of these treatments, patients may require therapies that combat anemia and increase white blood cell counts. Option Care's specialty pharmacy programs provide chemothorapy and related products to physicians offices for in-office administration and to patients' homes.

        Specialty Care Pharmacy focuses on our manufacturer strategy. Through our national Specialty Care Pharmacy in Ann Arbor, Michigan, which was brought on line in the fourth quarter of 2002, we now have a central distribution point for certain specialty pharmaceuticals. This allows us to work more effectively with drug manufacturers who are seeking a partner to help them launch and distribute their products. By having one central Specialty Care Pharmacy, we are able to offer consistent patient management and clinical outcomes data to help manufacturers assess the efficacy of their new products. At the same time, our network of pharmacies can provide nursing services, a local source of inventory for emergency situations, and local salespeople to work with the manufacturer sales representatives to increase sales of these products. Our business strategy involved leveraging the strengths of our central Specialty Care Pharmacy and our pharmacy network to expand our relationships with manufacturers for the launch and distribution of their products. While our Specialty Care Pharmacy serves as the central distribution point when we have established a relationship with a manufacturer for the launch and distribution of their products, our other pharmacies directly distribute specialty pharmaceuticals for which no such manufacturer relationship exists. These are typically pharmaceutical products that are well established and are reimbursed under local and regional managed care contracts.

        We purchase many of our specialty pharmaceuticals through preferred distribution agreements, which often allows us to obtain volume or other discounts. As a result of our vendor arrangements, we are able to maintain a "just in time" inventory system which allows us to maintain low inventory levels. In addition, as part of these agreements with pharmaceutical manufacturers, we provide the manufacturers with non-patient specific data on patient demographics, treatment compliance and outcomes. The ability to provide this data is critical to maintain a good relationship with pharmaceutical manufacturers, to obtain distribution rights to new specialty pharmaceuticals in their pipelines, and, in many instances, to obtain discounts from them. Through our services, pharmaceutical manufacturers obtain a reliable and controlled distribution channel for their products. We believe the development of our care management programs and their implementation in our pharmacy network, along with our ability to provide specific case management services when needed, will be a significant factor in allowing us to become a preferred specialty pharmacy services provider for biotech and other pharmaceutical companies offering new specialty pharmaceuticals.

        OptionMed® focuses on our managed care strategy. Our business objective is to partner with managed care organizations (MCOs) to help them control the cost of biotech injectible pharmaceuticals administered in physicians' offices. Currently, most MCOs reimburse the physician for pharmaceuticals

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administered in the physician's offices. MCOs are beginning to understand the high prices they are paying for these medications. Under the OptionMed® program, we distribute biotech, injectible pharmaceuticals to the physician's office, and the MCOs reimburse us rather than the physician. By leveraging the purchasing power of our network, and through the efficiency of our distribution system, we can provide MCOs a lower cost alternative to reimbursing the physician. Our pharmacy in Miramar, Florida serves as our central management point for the distribution of biotech injectible products under the OptionMed® program. The Miramar, Florida pharmacy provides central intake, customer service and reimbursement, while pharmaceutical distribution is through this pharmacy and branch pharmacies located in Jacksonville and St. Petersburg, Florida and Buffalo, New York.

        Our single largest MCO relationship is with Blue Cross and Blue Shield of Florida. For the twelve months ended December 31, 2002, Blue Cross and Blue Shield of Florida accounted for approximately $62.9 million, or 20%, of our revenue, the majority of which was derived from the OptionMed® program.

CUSTOMERS

        We derive most of our revenue from third party payors, such as managed care organizations, insurance companies, self-insured employers and Medicare and Medicaid programs. Currently, we have over 500 contracts with over 300 managed care organizations covering more than 75 million lives. Where permissible, we bill patients for any amounts not reimbursed by third party payors. For the most part, our infusion pharmacy revenue consists of reimbursement for both the cost of the pharmaceuticals sold and the cost of services provided. Typically, pharmaceuticals are reimbursed on a percentage discount from the published average wholesale price of each drug, while nursing services and ancillary medical supplies are reimbursed on a per diem basis. This differs from our specialty pharmacy operations, in which revenue is based only on a percentage discount from average wholesale prices. Since specialty pharmaceuticals are typically pre-packaged drugs that are self-injected by the patient or a trained in-home caregiver, minimal service is provided. Therefore, no per diem revenue is generated.

        Our principal managed care contract is with Blue Cross and Blue Shield of Florida, Inc. (BC/BS of Florida). We expanded this contract in June 1997 to cover specialty pharmacy services. In September 2001, we executed a new contract with BC/BS of Florida that expanded the number of BC/BS of Florida patients covered by the original contract. This contract was signed for an initial term of one year, is terminable by either party upon 90 days notice and, unless terminated, renews annually each September for an additional one-year term. The contract renewed in September 2002 without change. Our revenue from BC/BS of Florida has increased from approximately $21.5 million in 1998 to $62.9 million in 2002. In 2002, 2001 and 2000, approximately 20%, 21% and 24% of our total revenue was related to this contract. As of December 31, 2002 and 2001, respectively, approximately 9% and 11% of Option Care's accounts receivable was from BC/BS of Florida.

        For the twelve months ended December 31, 2002, 2001 and 2000, respectively, approximately 15%, 14% and 15% of our revenue came from governmental programs such as Medicare and Medicaid. The accounts receivable related to these programs represented approximately 19% and 17% of our total accounts receivable as of December 31, 2002 and 2001, respectively.

FRANCHISE PROGRAM

        Our franchise program is designed to increase our geographical presence and to provide a national network of pharmacies to service the needs of our managed care customers without extensive capital expenditures. In marketing our franchise program, we target independent infusion pharmacies that would benefit from participating in our national and regional managed care and manufacturer contracts as well as in our marketing programs. Our franchised locations are given a license to operate an

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Option Care branded infusion pharmacy in a defined territory to provide infusion therapy and related products and services.

        We began selling franchises in 1984, and since then the program has evolved as a result of our experience. We receive a start-up fee upon execution of the franchise agreement with subsequent royalties based on a percentage of gross receipts of the franchised location. Each franchisee is required to maintain a licensed pharmacy equipped to compound medications in a sterile environment as prescribed by physicians. In the version of our program that we are currently marketing, the franchisee must use our proprietary software and obtain specified liability insurance protecting the franchise owner and us against claims arising from the operation of the franchised business. The franchises may participate in our managed care and manufacturer contracts. Our franchises may also purchase pharmaceuticals and supplies from a preferred list of vendors under contract with us. This frequently allows us and the franchisee to obtain volume discount pricing. The agreements also provide us with a right of first refusal for the potential acquisition of the franchise.

        In 1992, our number of franchised locations peaked at 186. Subsequently, we reduced the number of franchised locations to increase efficiency, most often by consolidating, acquiring or terminating franchises. During that time we concentrated on growing our network of company-owned locations, and beginning in 1997, our regional specialty pharmacy business as well. As of December 31, 2002, we had 88 franchised pharmacy locations operating under 72 separate franchise agreements. Our existing franchise agreements begin to come up for renewal in 2004. Approximately 56% of our franchise agreements come up for renewal in the four-year period from 2006 through 2009. As franchise agreements near expiration, the Company expects to propose new agreements to maintain the network. If the Company and the franchisee cannot reach agreement and the franchise expires, the franchise is required to cease using the Option Care trademark and will not be able to access Option Care managed care agreements or purchasing contracts. The Company would then be free to re-franchise the territory or to service the territory with a company-owned facility.

        The following table summarizes the termination dates of our franchise agreements, by year:

        To facilitate our specialty pharmacy services, we have entered into participation agreements with franchisees at the majority of our local pharmacy locations. Of the franchisees that have signed participation agreements, 30 are actively providing specialty pharmacy services. The participation agreements provide that we will pay a fee to the franchisee if we sell selected specialty pharmacy services in that franchisee's territory, and also provide for a reduced royalty rate on related sales of specialty pharmaceuticals made by the franchisee. We continue to offer participation agreements to selected franchisees. The version of our franchise agreement that we are currently marketing specifically provides for specialty pharmacy sales and related services by us in the franchised territory.

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PROPRIETARY DATA MANAGEMENT SYSTEM

        Our wholly owned subsidiary, Management by Information, Inc. (MBI) has developed a proprietary software system called "Management by Information Homecare 5.0," which is designed to manage the intake, dispensing, clinical, billing and collection processes for home infusion and specialty pharmacies. The product also contains a component for managing the clinical, billing, and inventory tracking functions for respiratory therapy/durable medical equipment (RT/DME) businesses. We license and service our software system to non-affiliated home infusion pharmacy and durable medical equipment companies, and to several of our franchisees. We also use the MBI system internally to manage the operations of our specialty pharmacies and company-owned local pharmacies. We believe that this system gives us an advantage over our competitors in the specialty pharmacy market by providing us with the ability to gather and organize data for many different uses. For example, a pharmaceutical manufacturer may request certain data in a format that is customized to meet that particular manufacturer's needs. All company-owned local pharmacies, except for a few recently acquired pharmacies, use the MBI system in the management of their operations.

        MBI is in the final stages of developing and beta testing the next generation of its software product, which will eventually replace the existing MBI product. The new system is anticipated to be ready for release in the second quarter of 2003. It will be a scalable, web-enabled, browser-based system versus the existing DOS-based system. Our goal is to have the new MBI software installed and operating in most of our company-owned local pharmacies and regional specialty pharmacies by the end of 2004.

        In addition to the development of a new MBI software product, we are currently in the final stages of developing additional software tools to be used internally to improve operational efficiency. One such software tool is a drug and medical supply procurement system that will allow us to place purchase orders electronically, and will allow us to automatically verify the accuracy of product pricing and provide a central data source for procurement data for our network of company-owned pharmacies. This system will also interface with our accounting software to streamline accounts payable processing and payment. We have also developed a web-based Key Business Indicators database, which will allow us to more quickly and efficiently evaluate our pharmacies' operations and respond to their needs.

SALES AND MARKETING

        Our sales and marketing efforts focus on building new relationships and expanding existing contracts with managed care organizations and direct selling to referral sources. Our Vice President of Sales and our six Regional Sales Directors focus on managed care contracting for both our local pharmacy network and our specialty pharmacy business. Our local sales force of over 60 Account Managers focuses on developing new infusion therapy and specialty pharmacy business on local and regional levels and focusing on referral sources such as physicians, hospital discharge planners and case managers.

        Substantially all of our new patients are referred by physicians, medical groups, hospital discharge planners, case managers employed by Health Maintenance Organizations (HMOs), Preferred Provider Organizations (PPOs) or other managed care organizations, insurance companies and home care agencies. Our sales force is responsible for establishing and maintaining these referral relationships.

        Our sales structure allows us to pass leads from our national managed care contacts to our network of locally-placed sales personnel. Additionally, the existence of our contracts with national managed care organizations provides our local sales personnel with more flexibility and leverage for sales in local markets. This cross-utility enables us to market our services to numerous sources of patient referrals, including physicians, hospital discharge planners, hospital personnel, HMOs, PPOs or

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other managed care organizations, and insurance companies. Local marketing focuses on our infusion therapy business and our care management programs, with an emphasis on certain key therapies.

COMPETITION

        Our pharmacies compete in the large and highly fragmented home infusion and specialty pharmacy markets. We compete for contracts with managed care organizations and other third party payors and compete to receive referrals from physicians, case managers and hospital discharge planners. Competition in the home infusion market is based on quality of care, cost of service and reputation. Competition in the specialty pharmacy market is based on price, reliability of service and reputation. Some of our current and potential future competitors in the home infusion market include integrated home healthcare providers such as Apria Healthcare Group Inc. and Coram Healthcare Corporation, and local providers of alternate site healthcare services such as hospitals, local home health agencies and other local providers. In the specialty pharmacy market, our current and potential future competitors include specialty pharmacy providers such as Accredo Health Inc., Caremark Rx, Priority Healthcare Corporation and others, specialized retail pharmacies such as ProCare, a division of CVS Corporation, pharmacy benefit management companies, wholesalers and retail pharmacies. In each market, some of these current competitors have, and our potential future competitors may have, greater financial, operational, sales and marketing resources than us. However, we believe that our reputation for providing quality services, the strength of our growing national presence and our ability to effectively market our services at national, regional and local levels places us in a strong position against current and potential future competitors.

GOVERNMENTAL REGULATION

        The healthcare industry is subject to extensive regulation by a number of governmental entities at the federal, state and local level. The industry is also subject to frequent regulatory change. Laws and regulations in the healthcare industry are extremely complex and, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. Moreover, our business is impacted not only by those laws and regulations that are directly applicable to us but also by certain laws and regulations that are applicable to our managed care and other clients. If we fail to comply with the laws and regulations directly applicable to our business, we could suffer civil and/or criminal penalties and we could be excluded from participating in Medicare, Medicaid and other federal and state healthcare programs.

        If our franchisees fail to comply with the laws and regulations applicable to their businesses, they could suffer civil and/or criminal penalties and/or be excluded from participating in Medicare, Medicaid and other federal and state healthcare programs, which could have an adverse impact on our business.

        The healthcare industry is undergoing significant change as third party payors, such as Medicare and Medicaid, health maintenance organizations and other health insurance carriers increase efforts to control the cost, utilization and delivery of healthcare services. Reductions in reimbursement by Medicare and Medicaid and other third party payors may be implemented from time to time. These cost control efforts may result in a decline in the prices for which we are able to sell our products and services, which could have a material adverse effect on our gross profit margins and overall profitability.

        Professional Licensure.    Nurses, pharmacists and other healthcare professionals employed by us are required to be individually licensed or certified under applicable state law. We take steps to ensure that our employees possess all necessary licenses and certifications, and we believe that our employees comply in all material respects with applicable licensure laws.

        Each of our franchisees is responsible for ensuring the licensing or certification of its employees in accordance with applicable law, performing any criminal or other background checks required by state

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law, and ensuring that all employees perform only those tasks which fall within their authorized scope of practice. While each franchisee is responsible for any failure or non-compliance with respect to these licensure and scope of practice issues, any such failure or non-compliance by a franchisee that impacts such franchisee's operations could have an adverse effect on our business.

        Pharmacy Licensing and Registration.    State laws require that each of our pharmacy locations be licensed as an in-state pharmacy to dispense pharmaceuticals in that state. Certain states also require that certain of our pharmacy locations be licensed as an out-of-state pharmacy if we deliver prescription pharmaceuticals into those states from locations outside of the state. We believe that we substantially comply with all state licensing laws applicable to our business. If we are unable to maintain our licenses or if states place burdensome restrictions or limitations on non-resident pharmacies, our ability to operate in some states would be limited, which could adversely impact our business and results of operations.

        Laws enforced by the Drug Enforcement Administration, as well as some similar state agencies, require our pharmacy locations to individually register in order to handle controlled substances, including prescription pharmaceuticals. A separate registration is required at each principal place of business where we dispense controlled substances. Federal and state laws also require that we follow specific labeling, reporting and record-keeping requirements for controlled substances. We maintain federal and state controlled substance registrations for each of our facilities that require such registration and follow procedures intended to comply with all such record-keeping requirements.

        Many states in which we are operating also require home infusion companies to be licensed as home health agencies. We believe we are in compliance with these laws as applicable.

        Food, Drug and Cosmetic Act.    Certain provisions of the federal Food, Drug and Cosmetics Act govern the handling and distribution of pharmaceutical products. This law exempts many pharmaceuticals and medical devices from federal labeling and packaging requirements as long as they are not adulterated or misbranded and are dispensed in accordance with and pursuant to a valid prescription. To the extent that this law applies to us, we believe that we comply with the documentation, record-keeping and storage requirements.

        Fraud and Abuse Laws—Anti-Kickback Statute.    The federal Anti-Kickback statute prohibits individuals and entities from knowingly and willfully paying, offering, receiving, or soliciting money or anything else of value in order to induce the referral of patients or to induce a person to purchase, lease, order, arrange for, or recommend services or goods covered by Medicare, Medicaid, or other government healthcare programs. The Anti-Kickback statute is extremely broad and potentially covers many standard business arrangements. Violations can lead to significant criminal and civil penalties, including fines of up to $25,000 per violation, civil monetary penalties of up to $50,000 per violation, imprisonment, and/or exclusion from participation in Medicare, Medicaid, and other government healthcare programs. In effort to clarify the conduct prohibited by the Anti-Kickback statute, the Office of the Inspector General of the United States Department of Health and Human Services has published regulations that identify a limited number of safe harbors. Business arrangements that satisfy all of the elements of a safe harbor are immune from criminal enforcement or civil administrative actions. The Anti-Kickback statute is an intent-based statute and the failure of a business relationship to satisfy all of the elements of a safe harbor does not entail that the relationship violates the Anti-Kickback statute. The Office of Inspector General, in its commentary to the safe harbor regulations, has recognized that many business arrangements that do not satisfy a safe harbor nonetheless operate without the type of abuses the Anti-Kickback statute is designed to prevent. We attempt to structure all of our business relationships to comply with an applicable safe harbor. In those situations where a business relationship does not satisfy the elements of a safe harbor, we attempt to satisfy as many elements of the safe harbor as possible, especially those dealing with the nexus between remuneration and referrals. The Office of Inspector General is authorized to issue advisory opinions

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regarding the interpretation and applicability of the Anti-Kickback statute, including whether an activity constitutes grounds for the imposition of civil or criminal sanctions. We have not, however, sought any opinion regarding our business practices.

        A number of states have in place statutes and regulations that prohibit the same general types of conduct as those prohibited by the Anti-Kickback statute described above. Some states' anti-fraud and anti-kickback laws apply only to goods and services covered by Medicaid. Other states' anti-fraud and anti-kickback laws apply to all healthcare goods and services, regardless of whether the source of payment is governmental or private.

        Fraud and Abuse Laws—False Claims Act.    We are subject to state and federal laws that govern the submission of claims for reimbursement. These laws generally prohibit an individual or entity from knowingly and willfully presenting a claim or causing a claim to be presented for payment from Medicare, Medicaid or other third party payors that is false or fraudulent. The standard for "knowing and willful" often includes conduct that amounts to a reckless disregard for the accuracy of information presented to payors. Penalties under these statutes include substantial civil and criminal fines, exclusion from the Medicare or Medicaid programs and imprisonment. One of the most prominent of these laws is the federal False Claims Act, which may be enforced by the federal government directly or by a private plaintiff by filing a qui tam lawsuit on the government's behalf alleging false or fraudulent Medicare or Medicaid claims and certain other violations of federal law. Under the False Claims Act, both the government and the private plaintiff, if successful, are permitted to recover substantial monetary penalties, as well as an amount equal to three times actual damages. A number of states, including states in which we operate, have adopted their own false claims provisions as well as their own qui tam provisions. We believe that we have procedures in place to ensure the accurate completion of claims forms and requests for payment by facilities owned by us in order to comply with the False Claims Act.

        In recent years, federal and state government agencies have increased the level of enforcement resources and activities targeted at the healthcare industry. In addition, use of private qui tam enforcement actions against healthcare providers has increased dramatically in the recent past, in part because the individual filing the initial complaint is entitled to share in a portion of any settlement or judgment.

        Ethics in Patient Referrals Law (Stark Law).    The federal Stark Law generally prohibits a physician from making referrals for certain health services, reimbursable by Medicare or Medicaid, to entities in or with which the physician or a family member has an ownership or investment interest or a compensation relationship, including the physician's medical practice. Designated Health Services include outpatient pharmaceuticals, parenteral and enteral nutrition products; home health services; durable medical equipment; physical and occupational therapy services; and inpatient and outpatient hospital services.

        Like the Anti-Kickback statute, the Stark Law exempts certain business relationships structured in accordance with one of the exceptions to the Stark Law. On January 4, 2001, the Center for Medicare and Medicaid Services issued Phase I of the final Stark Law regulations in the form of a final rule. The Stark Law is currently in effect and most of the provisions of the Phase I regulations became effective on January 4, 2002. However, liberalized rules regarding physician financial relationships with home health services became effective February 5, 2001.

        The Phase I regulations address the provisions in paragraphs (a), (b), and (h) of Section 1877 of the Social Security Act and applies to services covered by Medicare, Medicaid, and other government healthcare programs. Those subsections cover: the Stark Law's prohibition on referrals for designated health services by physicians to entities with which they have a financial relationship unless an exception applies; the exceptions that apply to ownership and/or compensation arrangements; and

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definitions of Stark Law terms, including definitions of "group practice" and each of the identified designated health services.

        Phase II will address the ownership/investment and compensation exceptions in paragraphs (c), (d) and (e) of Section 1877 and the reporting requirements and sanctions under paragraphs (f) and (g), respectively, and will further address the exception for services furnished in an ambulatory surgical center in an end-stage renal dialysis facility or by a hospice organization. Phase II will also address Section 1903(s) of the Social Security Act that which extends aspects of the referral prohibition to the Medicaid Program; comments received in response to Phase I; certain proposals for new exceptions; and reporting requirements.

        The Center for Medicare and Medicaid Services has indicated that it intends to release the Phase II regulations in the near future, although at this point there is no scheduled release date. Notwithstanding the fact that final regulations addressing all of the provisions of the Stark Law have yet to be promulgated, we attempt to structure all of our relationships with physicians who make referrals to us to comply with an applicable exception to the Stark Law.

        In addition to the Stark Law, many of the states in which our franchises and we operate have comparable restrictions on the ability of physicians to refer patients for certain services to entities with which they have a financial relationship. Certain of these states' statutes mirror the Stark Law while others have more restrictive statutes. We attempt to structure all of our business relationships with physicians to comply with any applicable state self-referral laws.

        Health Insurance Portability and Accountability Act of 1996 (HIPAA).    To improve the efficiency and effectiveness of the health care system, the Health Insurance Portability and Accountability Act (HIPAA) of 1996, Public Law 104-191, included "Administrative Simplification" provisions that required the Department of Health and Human Services (HHS) to adopt national standards for electronic health care transactions. At the same time, Congress recognized that advances in electronic technology could erode the privacy of health information. Consequently, Congress incorporated into HIPAA provisions that mandated the adoption of Federal privacy protections for individually identifiable health information.

        In response to the HIPAA mandate, in December 2000, HHS published a final regulation in the form of the Privacy Rule, which became effective on April 14, 2001. This Privacy Rule set national standards for the protection of health information, as applied to the three types of covered entities: health plans, health care clearinghouses, and health care providers who conduct certain health care transactions electronically. By the compliance date of April 14, 2003 (April 14, 2004, for small health plans), covered entities must implement standards to protect and guard against the misuse of individually identifiable health information. Failure to timely implement these standards may, under certain circumstances, trigger the imposition of civil or criminal penalties. In March 2002, HHS published proposed modifications to the Privacy Rule, to improve workability and avoid unintended consequences that could have impeded patient access to delivery of quality health care. Following another round of public comment, in August 2002, HHS adopted as a final Rule the modifications necessary to ensure that the Privacy Rule worked as intended.

        The Privacy Rule establishes, for the first time, a foundation of Federal protections for the privacy of protected health information. The Privacy Rule does not replace Federal, State, or other laws that grants individuals even greater privacy protections, and covered entities are free to retain or adopt more protective policies or practices.

        We have evaluated the effect of the proposed and final Rules published to date and have developed a task force to address and implement the standards set forth in these rules. The cost of compliance is not expected to be material.

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        Balanced Budget Act.    Each state operates a Medicaid program funded in part by the Federal government. The states may customize their programs within federal limitations. Each state program has its own payment formula and recipient eligibility criteria. In recent years, changes in Medicare and Medicaid programs have resulted in limitations on, and reduced levels of, payment and reimbursement for a substantial portion of health care goods and services. For example, the federal Balanced Budget Act of 1997, even after the restoration of some funding in 1999 and 2000, will continue to cause significant reductions in spending levels for the Medicare and Medicaid programs. In spring of 2000, some state Medicaid agencies reduced their reimbursement rates to correspond to the new average wholesale prices published by First Data Bank.

        Franchise Regulation.    We are subject to regulations adopted by the Federal Trade Commission (FTC), and to certain state laws that regulate the offer and sale of franchises. The FTC's Trade Regulation Rule on Franchising and certain state laws require that we furnish prospective franchise owners with a Uniform Franchise Offering Circular (UFOC) containing information prescribed by the Rule and applicable state laws and regulations. There are certain states that also regulate the offer and sale of franchises and, in almost all cases, require registration of the UFOC with state authorities.

        We are also subject to a number of state laws that regulate some substantive aspects of the franchisor-franchisee relationship. These laws may limit a franchisor's ability to:

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terminate or not renew a franchise without good cause;



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interfere with the right of free association among franchise owners;



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disapprove the transfer of a franchise;



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discriminate among franchisees regarding changes, royalties and other fees; and



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place new facilities near existing franchisees.

        These laws also may limit the duration and scope of non-competition provisions. To date, these laws have not precluded us from seeking franchisees in any given area and have not had a material adverse effect on our operations.

        Although bills intended to regulate certain aspects of franchise relationships have been introduced into Congress on several occasions during the past decade, none have been enacted. We are not aware of any pending franchise legislation that in our view is likely to significantly affect our operations. We believe that our operations comply substantially with the Rule and applicable state franchise laws.

SERVICE MARKS

        We have registered with the federal government OPTION CARE®, OptionMed® and MBI®, among others, as service marks. We believe that Option Care is becoming increasingly recognized by many referral sources as representing a reliable, cost-effective source of pharmacy services. We believe that the use of these service marks does not violate or otherwise infringe upon the rights of others.

EMPLOYEES

        As of December 31, 2002, we employed 1,272 persons on a full-time basis and 587 persons on a part-time basis. Of our full-time employees, 98 were corporate management and administrative personnel and the remaining 1,174 were employees of company-owned locations, primarily in clinical, management and administrative positions.

        We consider employee relations to be good. None of our employees is covered by a collective bargaining agreement.

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Item 2. PROPERTIES

        Our executive offices, located at 485 E. Half Day Road, Suite 300, Buffalo Grove, Illinois, 60089, consist of approximately 28,786 square feet of leased space, pursuant to a ten-year and three month lease that began in June 2002. Monthly base rent payments will range from approximately $35,000 per month for the first year of the lease to approximately $53,000 per month for the last year, plus applicable real estate taxes and maintenance costs. We have the option to accelerate the expiration date of this lease by three years upon payment of an acceleration fee. This executive office space is adequate to fulfill our needs for the foreseeable future.

        In addition to our executive offices, we have over 50 facilities located in more than 40 cities throughout the United States. These facilities, most of which contain pharmacies, warehouse space and administrative offices, are all leased, with remaining terms ranging from one month to approximately ten years, and consist of approximately 329,000 square feet in total. The offices are in good condition, well maintained, and are adequate to fulfill our operational needs for the foreseeable future. We believe that if necessary, we could replace any of our facility leases without significant additional cost or adverse affect on our business.

        Our most significant building lease commitments, aside from our executive office lease described above, are for facilities in Miramar, FL, Dallas, TX and Bellingham, WA. In early 2002, we signed a lease for a new facility located at 2804 Corporate Way, Miramar, Florida, a suburb of Miami, to replace our previous Miami facility. The new Miramar, Florida lease is for a term of ten years, with monthly base rent ranging from approximately $15,000 per month in the first year of the lease to approximately $19,000 per month in the tenth year. We also signed a lease for a new facility at 10015 Technology Boulevard West, Suite 137, Dallas, Texas in order to consolidate four Dallas area offices into one facility for improved efficiency. The new Dallas, Texas lease is for a five-year term, with monthly payments, including shared operating expenses, of approximately $17,000 per month throughout the lease term. The lease for our facility at 777 West Horton Road, Bellingham, Washington became effective December 1, 2001, is for a term of eight years, and requires base rent payments ranging from $13,000 per month in the first year to approximately $17,000 per month in the last year. Each of these three spaces is adequate to fulfill our needs in these metropolitan areas for the foreseeable future.

Item 3. LEGAL PROCEEDINGS

        From time to time, we are named as a party to legal claims and proceedings in the ordinary course of business. Additionally, from time to time, governmental and regulatory agencies may initiate investigations or proceedings against us in the ordinary course of business, or which have general application to the businesses we operate.

        Option Care has been named as a defendant in a lawsuit filed on September 10, 2002 in the Superior Court, County of Ventura, State of California, under the caption Rios vs. Professional Home Health Services, et. al., No. SC033894. Plaintiffs allege that defendants negligently prepared, sold and dispensed a certain prescription resulting in a fatality. Plaintiffs seek unspecified compensatory damages. Option Care has filed pleadings denying the allegations contained in the complaint, and will continue to vigorously defend this lawsuit. The lawsuit is currently in the early discovery phase. The Company believes that to the extent a monetary award is rendered against Option Care, that monetary award will fall within the limits of the Company's general and professional liability insurance policy coverage for that claim.

        Option Care has been named as a defendant in a lawsuit filed on December 31, 2002 in the District Court, Bexar County, State of Texas under the caption Candace Booker, et. al. vs. Option Care, Inc. et. al, No. 2002 CI 18401. Plaintiffs allege that Option Care negligently prepared a prescription resulting in a fatal injury. Plaintiffs seek unspecified compensatory damages. The lawsuit is currently in the preliminary pleadings and discovery stages. Option Care denies, and intends to

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vigorously defend against, the allegations contained in the complaint. The Company believes that to the extent a monetary award is rendered against Option Care, that monetary award will fall within the limits of the Company's general and professional liability insurance policy coverage for that claim.

        Aside from these lawsuits, we are not aware of any claims, investigations or proceedings against us or any of our franchisees that we believe are likely to have a material financial impact on us.

        We currently maintain insurance for general and professional liability claims in an aggregate amount of $8 million. We also require each franchisee to maintain general liability and professional liability insurance covering both the franchise and us, at coverage levels that we believe to be sufficient. These policies provide coverage on a claims-made or occurrence basis and have certain exclusions from coverage. These insurance policies generally must be renewed annually. There can be no assurance that insurance coverage will be adequate to cover liability claims that may be asserted against us or that adequate insurance will be available in the future at acceptable cost, if at all. To the extent that liability insurance is not adequate to cover liability claims against us, we will be responsible for the excess.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of security holders through the solicitation of proxies, or by any other means during the fourth quarter of the fiscal year ended December 31, 2002.

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PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Option Care is traded on the Nasdaq National Market under the symbol "OPTN". The following table shows the high and low sale prices for our Common Stock for the periods indicated.

        On March 14, 2003, the closing price of our common stock on the Nasdaq National Market was $8.00. As of March 14, 2003, there were approximately 8,519 holders of our common stock. This number includes 228 holders of record by our transfer agent, U.S. Stock Transfer Corporation, and also includes an estimate of the number of stockholders whose shares are held in the name of brokerage firms or other financial institutions. The Company has estimated the number of such stockholders from the number of stockholder documents requested by these firms for distribution to their customers.

        We have not declared or paid cash dividends on our common stock in the past and do not intend to pay dividends on our common stock in the foreseeable future. Our Credit and Security Agreement with J.P. Morgan Business Credit Corporation specifically prohibits the payment of cash dividends throughout the life of this agreement, which has a scheduled expiration date of March 29, 2005.

        All share and per share amounts in this Annual Report on Form 10-K have been adjusted to reflect the pro forma effects of the 5-for-4 stock split completed on May 1, 2002 for shareholders of record as of April 10, 2002.

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Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

        In the table below, we provide you with summary historical financial data of Option Care. We have prepared this information using the consolidated financial statements of Option Care for the five years ended December 31, 2002. The financial statements for the five years ended December 31, 2002 have been audited by Ernst & Young LLP, independent auditors. The selected consolidated financial data reflects our acquisitions, all of which were accounted for using the purchase method of accounting. This summary should be read in conjunction with our Consolidated Financial Statements and Notes thereto, contained elsewhere in this Annual Report on Form 10-K.

Consolidated Statement of Operations Data:

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

        We provide pharmacy services to patients on behalf of managed care organizations and other third party payors. We contract with payors to provide home infusion therapy, specialty pharmacy and other related services to patients at home or at other alternate-site settings, such as physicians' offices. As of December 31, 2002, our pharmacy and related services are provided locally through our nationwide network of 128 owned and franchised pharmacy locations.

        We have three distinct service lines—infusion and related healthcare services, specialty pharmacy, and other. Summarized information about revenue for each service line is provided in the following table: