(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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OR
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o
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PERIODIC REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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05-0489664
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(State of incorporation)
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(I.R.S. Employer
Identification No.)
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100 Clearbrook Road, Elmsford NY
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10523
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(Address of principal executive offices)
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(Zip Code)
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Page
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Number
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PART I
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3 | ||
19 | ||
30 | ||
31 | ||
32 | ||
32 | ||
PART II
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33 | ||
34 | ||
35 | ||
44 | ||
45 | ||
76 | ||
76 | ||
79 | ||
PART III
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79 | ||
79 | ||
79 | ||
79 | ||
79 | ||
PART IV
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80 | ||
82 | ||
83 | ||
EXHIBIT INDEX |
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·
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Our expectations regarding financial condition or results of operations in future periods;
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·
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our future sources of, and needs for, liquidity and capital resources;
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our expectations regarding economic and business conditions;
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our expectations regarding the size and growth of the market for our products and services;
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our business strategies and our ability to grow our business;
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the implementation or interpretation of current or future regulations and legislation, particularly governmental oversight of our business;
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our ability to maintain contracts and relationships with our customers;
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sales and marketing efforts;
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status of material contractual arrangements, including the negotiation or re-negotiation of such arrangements;
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future capital expenditures;
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our revenue following the merger;
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our high level of indebtedness;
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our ability to make principal payments on our debt and satisfy the other covenants contained in our senior secured credit facility and other debt agreements;
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our ability to hire and retain key employees;
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our ability to successfully execute our succession plans; and
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other risks and uncertainties described from time to time in our filings with the SEC.
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Therapy Type
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Description
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Parenteral Nutrition (PN)
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Provide intravenous nutrition customized to the nutritional needs of the patient. PN is used in the patient that cannot meet their nutritional needs via other means due to disease process or as a complication of a disease process, surgical procedure or congenital anomaly. PN may be used short term or chronically.
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Enteral Nutrition (EN)
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Provide nutrition directly to the stomach or intestine in patients who cannot chew or swallow nutrients in the usual manner. EN may be delivered via a naso-gastric tube or a tube placed directly into the stomach or intestine. EN may be used short term or chronically.
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Antimicrobial Therapy
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Provide intravenous antimicrobial medications used in the treatment of patients with various infectious processes such as: HIV/AIDS, wound infections, pneumonia, osteomyelitis, cystic fibrosis, Lyme’s disease and cellulitis. May also be used in patients with disease processes or therapies that may lead to infections when oral antimicrobials are not effective.
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Chemotherapy
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Administer oral, injectable and/or infused medications in the home or the prescriber’s office for the treatment of cancer. Adjuvant medications may also be provided to minimize the side effects associated with chemotherapy.
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Immune Globulin (IVIG) Therapy
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Administer immune globulins intravenously or subcutaneously on an as-needed basis in patients with immune deficiencies or auto-immune diseases. This therapy may be chronic based on the etiology of the immune deficiency.
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Pain Management
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Administer analgesic medications intravenously, subcutaneously or epidurally. This therapy is generally administered as a continuous infusion via an internal or external infusion pump to treat severe pain associated with diseases such as COPD, cancer and severe injury.
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Hemophilia
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Provide medications to patients with one of several inherited bleeding disorders in which a patient does not manufacture the clotting factors necessary or use the clotting factors their liver makes appropriately in order to halt an external or internal bleed in response to a physical injury or trauma.
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Respiratory Therapy / Home Medical Equipment
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Provide oxygen systems, continuous or bi-level positive airway pressure devices, nebulizers, home ventilators, respiratory devices, respiratory medications and other medical equipment.
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Therapy Type
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Description
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Auto-immune Therapies
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Provide medications such as monoclonal antibodies or tumor necrosis factor inhibitors to suppress the immune system in patients with disease processes associated with an over stimulation of the immune system, such as rheumatoid arthritis, Crohn’s disease, Multiple Sclerosis and Psoriasis.
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Hormone replacement Therapy
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Provide medications such as growth hormone for the treatment of short stature, HIV wasting syndrome, Crohn’s disease or as an adjuvant therapy in cancer patients.
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Immunosuppressant Therapy
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Provide medications to suppress the immune system to prevent the body’s inherant immune response. Immunosuppressant therapies are used in conjunction with transplantation (pre and post) to prevent rejection and in other immune mediated diseases.
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Anti-infective Agents
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Provide medications used in the management of HIV/AIDS, Hepatitis A, B and C and related complications.
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Respiratory Syncytial Virus (RSV) Prevention
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Administer Synagis®, which is an intramuscular injection to children born prematurely and with incomplete pulmonary and / or cardiac function. The medication is administered monthly during the flu season each year until the child has sufficient capability to fight the infection.
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Anemia and Iron Binding Therapies
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Provide medications used in the treatment of various types of anemias and cytopenias such as colony stimulating factors (erythropoietin, filgrastim or sargramostim). Also, medications used to bind excess iron post blood transfusions (such as Desferal or Exjade).
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Professional Intervention
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Patient Education
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Adherence and Persistence Management
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•
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skilled nursing care;
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•
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physical, occupational, and speech therapy;
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medical social work;
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•
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home health aide services; and
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hospice services.
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reinstatement of the 3% home health rural add-on beginning April 1, 2010 (expiring January 1, 2016);
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market basket adjustment for 2011 to be determined by CMS, offset by a 1% reduction (1% reduction to market based updates set also for 2012 and 2013);
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revised outlier payment policy beginning in 2011; and
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•
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a negative 2.71% case mix adjustment.
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Federal and state laws and regulations governing the purchase, distribution, management, dispensing and reimbursement of prescription drugs and related services, whether at retail or mail, and applicable licensing requirements;
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the frequency and rate of approvals by the FDA of new brand-name and generic drugs, or of over-the-counter status for brand-name drugs;
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FDA and/or state regulation affecting the pharmacy or PBM industries;
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rules and regulations issued pursuant to HIPAA and HITECH; and other federal and state laws affecting the use, disclosure and transmission of health information, such as state security breach laws and state laws limiting the use and disclosure of prescriber information;
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administration of the Medicare Prescription Drug Benefit, including legislative changes and/or CMS rulemaking and interpretation;
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government regulation of the development, administration, review and updating of formularies and drug lists;
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state laws and regulations establishing or changing prompt payment requirements for payments to retail pharmacies;
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managed care reform and plan design legislation; and
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direct regulation of pharmacies or PBMs by regulatory and quasi-regulatory bodies.
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incur indebtedness or liens;
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make investments or capital expenditures;
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engage in mergers, acquisitions or asset sales;
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declare dividends or redeem or repurchase capital stock; and
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modify our organizational documents.
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materially and adversely affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;
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make us more vulnerable to general adverse economic, regulatory and industry conditions;
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limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete;
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place us at a competitive disadvantage compared to our competitors that have less debt or could require us to dedicate a substantial portion of our cash flow to service our debt;
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reduce the funds available to us for operations and other purposes;
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limit our ability to fund the repurchase of the Senior Unsecured Notes upon a change of control; or
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restrict us from making strategic acquisitions or exploiting other business opportunities.
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Incur or guarantee additional indebtedness or issue certain preferred stock;
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transfer or sell assets;
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make certain investments;
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pay dividends or distributions, redeem subordinated indebtedness or make other restricted payments;
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create or incur liens;
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incur dividend or other payment restrictions affecting certain subsidiaries;
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issue capital stock of our subsidiaries;
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consummate a merger, consolidation or sale of all or substantially all of our assets; and
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enter into transactions with affiliates.
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It was insolvent or rendered insolvent by reason of issuing the guarantee;
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it was engaged, or about to engage, in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital to carry on its business;
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it intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature; or
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it was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied, then the court could void the obligations under the guarantee, subordinate the guarantee of the Senior Unsecured Notes to other debt or take other action detrimental to holders of the Senior Unsecured Notes.
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Corporate Offices
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Community and Infusion Pharmacies and Home Nursing Locations (2)
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Elmsford, NY
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Alabama
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Indiana
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Conshohocken, PA (1)
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Birmingham
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Indianapolis (two locations) (4)
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Eden Prairie, MN
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California
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Kentucky
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Burbank
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Lexington
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Mail Operations
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San Diego
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Louisiana
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San Francisco (3)
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Baton Rouge
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Columbus, OH
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Sherman Oaks
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Covington Area
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Burbank, CA (2)
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West Hollywood
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Elmwood
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Lake Success, NY (2)
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Connecticut
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Maine
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Berlin
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Lewiston
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Cromwell
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Maryland
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Milford
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Baltimore
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Vernon
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Massachusetts
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District of Columbia
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Boston
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Washington, D.C.
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Southborough
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Florida
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Michigan
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Ft. Lauderdale
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Auburn Hills
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Miami Beach
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Minnesota
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Melbourne
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Minneapolis
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North Venice
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Mississippi
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Orlando
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Biloxi (two locations)
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Pompano Beach
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Brookhaven (two locations)
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St. Petersburg
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Columbia
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Tampa Bay
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Gulfport
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West Palm Beach
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Hattiesburg (four locations)
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Georgia
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Jackson
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Atlanta
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Laurel
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Brunswick
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Lucedale (two locations)
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Savannah
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Magee
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Illinois
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Meridian
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Chicago (3)
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Natchez
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Moline
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Pascagoula
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Community and Infusion Pharmacies and Home Nursing Locations (2)
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Mississippi (continued)
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Tennessee
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Pearl
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Baxter
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Picayune
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Fayetteville (four locations)
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Vicksburg
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Jackson
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Waynesboro
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Knoxville
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Missouri
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Lexington
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Kansas City
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Memphis (two locations)
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St. Louis
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Mt. Juliet
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Nevada
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Nashville (two locations)
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Las Vegas (3)
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Oneida
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New Hampshire
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Savannah
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Bedford
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Selmer
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Concord
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Waynesboro (two locations)
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New Jersey
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Texas
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Morris Plains
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Dallas (two locations)
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New York
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Grand Prairie
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Bronx
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Houston (two locations)
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Hawthorne
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Vermont
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Lake Success
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Rutland
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New York
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Williston
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Ohio
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Washington
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Akron
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Seattle
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Cincinnati
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Wisconsin
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Sylvania
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Milwaukee (3)
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Pennsylvania
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Philadelphia
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Pittsburgh
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West Chester
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(1) Facility also provides administrative support to the Infusion/Home Health Services segment operations.
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(2) Facility houses operations for Infusion/Home Health Services or Pharmacy Services operations.
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(3) Facility provides both community pharmacy and infusion services in the same location.
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(4) One facility in this city provides both community pharmacy and infusion services in the same location.
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High
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Low
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||||||
2010
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First Quarter
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$ | 8.90 | $ | 6.29 | ||
Second Quarter
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$ | 9.84 | $ | 5.17 | |||
Third Quarter
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$ | 6.75 | $ | 4.12 | |||
Fourth Quarter
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$ | 6.09 | $ | 4.00 | |||
2009
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First Quarter
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$ | 2.84 | $ | 1.35 | ||
Second Quarter
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$ | 5.99 | $ | 1.95 | |||
Third Quarter
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$ | 7.29 | $ | 5.26 | |||
Fourth Quarter
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$ | 9.05 | $ | 6.25 |
December 31,
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||||||||||||||||||||
Balance Sheet Data
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2010
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2009
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2008
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2007
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2006
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(in thousands)
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Working capital
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$ | 50,137 | $ | 91,078 | $ | 58,844 | $ | 49,213 | $ | 37,023 | ||||||||||
Total assets
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$ | 663,986 | $ | 287,220 | $ | 246,957 | $ | 296,822 | $ | 305,456 | ||||||||||
Long-term debt
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$ | 306,469 | $ | 30,389 | $ | 50,411 | $ | 33,778 | $ | 52,895 | ||||||||||
Stockholders' equity
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$ | 200,101 | $ | 155,793 | $ | 95,537 | $ | 166,203 | $ | 161,833 |
Year Ended December 31,
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||||||||||||||||||||
Statement of Operations Data
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2010
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2009
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2008
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2007
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2006
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(in thousands, except per share amounts)
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Revenue (1)
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$ | 1,638,623 | $ | 1,329,525 | $ | 1,401,911 | $ | 1,197,732 | $ | 1,151,940 | ||||||||||
Gross profit
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$ | 260,417 | $ | 157,822 | $ | 142,170 | $ | 137,015 | $ | 118,056 | ||||||||||
Acquisition and integration expenses (2)
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$ | 7,608 | $ | 1,774 | $ | - | $ | - | $ | 58 | ||||||||||
Restructuring expense (3)
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$ | 3,495 | $ | - | $ | - | $ | - | $ | - | ||||||||||
Legal settlement (4)
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$ | 3,893 | $ | - | $ | 795 | $ | - | $ | - | ||||||||||
Goodwill and intangible impairment (5)
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$ | - | $ | - | $ | 93,882 | $ | - | $ | - | ||||||||||
Net (loss) income (6)
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$ | (69,142 | ) | $ | 54,099 | $ | (74,032 | ) | $ | 3,317 | $ | (38,289 | ) | |||||||
Net (loss) income per basic share
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$ | (1.37 | ) | $ | 1.39 | $ | (1.93 | ) | $ | 0.09 | $ | (1.03 | ) | |||||||
Net (loss) income per diluted share (7)
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$ | (1.37 | ) | $ | 1.36 | $ | (1.93 | ) | $ | 0.09 | $ | (1.03 | ) | |||||||
Weighted average shares outstanding used
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in computing:
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basic (loss) income per share
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50,374 | 38,985 | 38,417 | 37,647 | 37,304 | |||||||||||||||
diluted (loss) income per share
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50,374 | 39,737 | 38,417 | 38,491 | 37,304 |
Year Ended December 31,
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2010
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2009
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2008
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2007
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2006
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(in millions)
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Competitive Acquisition Program ("CAP")
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$ | - | $ | - | $ | 71.2 | $ | 43.9 | $ | 12.6 | ||||||||||
United Healthcare ("UHC") HIV/AIDS and solid organ transplant
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$ | - | $ | 23.3 | $ | 116.6 | $ | 53.2 | $ | - | ||||||||||
PBM customer contract expirations
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$ | - | $ | - | $ | - | $ | 15.0 | $ | 76.8 |
The CAP program ended December 31, 2008. The UHC HIV/AIDS and solid organ transplant program ended the first quarter of 2009. Certain PBM customer contracts ended in 2007 and prior.
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(2)
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Expenses in 2010 related to the acquisitions and integrations of CHS and DS Pharmacy. Expenses in 2009 related to the acquisition of CHS. Expenses in 2006 related to the acquisition of Chronimed.
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(3)
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These costs were primarily related to our strategic assessment and related restructuring plan, which we are in the process of implementing.
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(4) |
2010 costs were the result of an independent arbitration award against the Company in a lawsuit brought by the sellers of Northland Medical Pharmacy, which was purchased in late 2005 by Chronimed Holdings, Inc., a wholly-owned subsidiary of the Company. 2008 costs were related to a civil settlement with the U.S. Office of the Inspector General (“OIG”) which was self-reported by the Company through its compliance program in late 2006.
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(5) |
These costs include a $90.0 million charge related to the impairment of goodwill in the Pharmacy Services segment and a $3.9 million charge related to the write-off of intangible assets, including customer lists and non-compete agreements.
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(6) |
Net income in 2010 includes a $47.7 million income tax expense, primarily related to the recognition of a valuation allowance on deferred tax assets. Net income in 2010 also includes a $9.6 million loss on extinguishment of debt associated with the refinancing of our senior secured facility in December 2010. Net income in 2009 includes a $40.6 million tax benefit, primarily relating to the reversal of the valuation allowance on deferred tax assets. Net loss in 2006 includes a $25.7 million income tax charge for the establishment of a valuation allowance recorded against deferred tax assets.
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(7)
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The 2010, 2008 and 2006 net loss per diluted share excludes the effect of common stock equivalents, as their inclusion would be anti-dilutive.
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|
·
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Our expectations regarding financial condition or results of operations in future periods;
|
|
·
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our future sources of, and needs for, liquidity and capital resources;
|
|
·
|
our expectations regarding economic and business conditions;
|
|
·
|
our expectations regarding the size and growth of the market for our products and services;
|
|
·
|
our business strategies and our ability to grow our business;
|
|
·
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the implementation or interpretation of current or future regulations and legislation, particularly governmental oversight of our business;
|
|
·
|
our ability to maintain contracts and relationships with our customers;
|
|
·
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sales and marketing efforts;
|
|
·
|
status of material contractual arrangements, including the negotiation or re-negotiation of such arrangements;
|
|
·
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future capital expenditures;
|
|
·
|
our revenue following the merger;
|
|
·
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our high level of indebtedness;
|
|
·
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our ability to make principal payments on our debt and satisfy the other covenants contained in our senior secured credit facility and other debt agreements;
|
|
·
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our ability to hire and retain key employees;
|
|
·
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our ability to successfully execute our succession plans; and
|
|
·
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other risks and uncertainties described from time to time in our filings with the SEC.
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|
·
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Risks associated with increased government regulation related to the health care and insurance industries in general, and more specifically, pharmacy benefit management and specialty pharmaceutical distribution organizations;
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·
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unfavorable economic and market conditions;
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·
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reductions in Federal and state reimbursement;
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·
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delays or suspensions of Federal and state payments for services provided;
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·
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efforts to reduce healthcare costs and alter health care financing;
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·
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existence of complex laws and regulations relating to our business;
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·
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achieving financial covenants under our credit facility;
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·
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availability of financing sources;
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·
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declines and other changes in revenue due to expiration of short-term contracts;
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·
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network lock-outs and decisions to in-source by health insurers including lockouts with respect to acquired entities;
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·
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unforeseen contract terminations;
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·
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difficulties in the implementation and conversion of our new pharmacy systems;
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·
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increases or other changes in the Company’s acquisition cost for its products;
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·
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increased competition from our competitors, including competitors with greater financial, technical, reimbursement, marketing and other resources, could have the effect of reducing prices and margins;
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·
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the significant indebtedness incurred to complete the acquisition may limit our ability to execute our business strategy and increase the risk of default under our debt obligations,
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·
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introduction of new drugs can cause prescribers to adopt therapies for existing patients that are less profitable to us; and
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·
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changes in industry pricing benchmarks could have the effect of reducing prices and margins.
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Year Ended December 31, (in thousands)
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|||||||||||||||
2010
|
2009
|
Change
|
|||||||||||||
Revenue
|
$ | 1,638,623 | $ | 1,329,525 | $ | 309,098 | |||||||||
Gross profit
|
$ | 260,417 | 15.9 | % | $ | 157,822 | 11.9 | % | $ | 102,595 | |||||
Income from operations
|
$ | 15,794 | 1.0 | % | $ | 15,466 | 1.2 | % | $ | 328 | |||||
Interest expense, net
|
$ | 27,647 | 1.7 | % | $ | 1,920 | 0.1 | % | $ | 25,727 | |||||
(Loss) income before income taxes
|
$ | (21,414 | ) | -1.3 | % | $ | 13,546 | 1.0 | % | $ | (34,960 | ) | |||
Net (loss) income
|
$ | (69,142 | ) | -4.2 | % | $ | 54,099 | 4.1 | % | $ | (123,241 | ) |
Year Ended December 31, (in thousands)
|
||||||||||||||||
2009
|
2008
|
Change
|
||||||||||||||
Revenue
|
$ | 1,329,525 | $ | 1,401,911 | $ | (72,386 | ) | |||||||||
Gross profit
|
$ | 157,822 | 11.9 | % | $ | 142,170 | 10.1 | % | $ | 15,652 | ||||||
Income from operations
|
$ | 15,466 | 1.2 | % | $ | (83,517 | ) | -6.0 | % | $ | 98,983 | |||||
Interest expense, net
|
$ | 1,920 | 0.1 | % | $ | 2,711 | 0.2 | % | $ | (791 | ) | |||||
Income before income taxes
|
$ | 13,546 | 1.0 | % | $ | (86,228 | ) | -6.2 | % | $ | 99,774 | |||||
Net income (loss)
|
$ | 54,099 | 4.1 | % | $ | (74,032 | ) | -5.3 | % | $ | 128,131 |
Years Ended
|
|||||||||
December 31,
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|||||||||
2010
|
2009
|
2008
|
|||||||
Results of Operations:
|
|||||||||
Adjusted EBITDA by Segment before corporate overhead:
|
|||||||||
Infusion/Home Health Services
|
$ | 43,460 | $ | 10,642 | $ | 10,062 | |||
Pharmacy Services
|
40,727 | 45,755 | 37,277 | ||||||
Total Segment Adjusted EBITDA
|
84,187 | 56,397 | 47,339 | ||||||
Corporate overhead
|
(35,006 | ) | (30,705 | ) | (25,996 | ) | |||
Consolidated Adjusted EBITDA
|
49,181 | 25,692 | 21,343 | ||||||
Interest expense, net
|
(27,647 | ) | (1,920 | ) | (2,711 | ) | |||
Loss on extinguishment of debt
|
(9,561 | ) | - | - | |||||
Income tax (expense) benefit
|
(47,728 | ) | 40,553 | 12,196 | |||||
Depreciation
|
(8,556 | ) | (5,033 | ) | (4,457 | ) | |||
Amortization of intangibles
|
(3,773 | ) | - | (1,936 | ) | ||||
Stock-based compensation expense
|
(3,320 | ) | (3,419 | ) | (3,790 | ) | |||
Acquisition, integration and severance expenses
|
(7,608 | ) | (1,774 | ) | - | ||||
Restructuring expense
|
(3,495 | ) | - | - | |||||
Goodwill and intangible impairment
|
- | - | (93,882 | ) | |||||
Bad debt expense related to contract termination
|
(2,742 | ) | - | - | |||||
Legal settlement
|
(3,893 | ) | - | (795 | ) | ||||
Net (loss) income:
|
$ | (69,142 | ) | $ | 54,099 | $ | (74,032 | ) |
December 31,
|
December 31,
|
|||||
2010
|
2009
|
|||||
ASSETS
|
||||||
Current assets
|
||||||
Cash and cash equivalents
|
$ | - | $ | - | ||
Receivables, less allowance for doubtful accounts of $16,421 and $11,504
|
||||||
at December 31, 2010 and December 31, 2009, respectively
|
193,722 | 149,703 | ||||
Inventory
|
66,509 | 52,666 | ||||
Deferred taxes
|
- | 12,913 | ||||
Prepaid expenses and other current assets
|
16,696 | 3,999 | ||||
Total current assets
|
276,927 | 219,281 | ||||
Property and equipment, net
|
23,919 | 15,454 | ||||
Deferred taxes
|
- | 26,793 | ||||
Goodwill
|
324,141 | 24,498 | ||||
Intangible assets, net
|
30,096 | - | ||||
Deferred financing costs
|
5,062 | - | ||||
Other non-current assets
|
3,841 | 1,194 | ||||
Total assets
|
$ | 663,986 | $ | 287,220 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||
Current liabilities
|
||||||
Current portion of long-term debt
|
$ | 81,352 | $ | 30,389 | ||
Accounts payable
|
80,814 | 74,535 | ||||
Claims payable
|
3,037 | 4,068 | ||||
Amounts due to plan sponsors
|
19,781 | 4,938 | ||||
Accrued expenses and other current liabilities
|
41,806 | 14,273 | ||||
Total current liabilities
|
226,790 | 128,203 | ||||
Long-term debt, net of current portion
|
225,117 | - | ||||
Deferred taxes
|
9,140 | - | ||||
Other non-current liabilities
|
2,838 | 3,224 | ||||
Total liabilities
|
463,885 | 131,427 | ||||
Stockholders' equity
|
||||||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; | ||||||
no shares issued or outstanding | - | - | ||||
Common stock, $.0001 par value; 125,000,000 shares authorized; shares issued:
|
||||||
57,042,803 and 42,766,478, respectively; shares outstanding: 54,118,501 and
|
||||||
39,675,865, respectively
|
6 | 4 | ||||
Treasury stock, shares at cost: 2,642,398 and 2,647,613, respectively
|
(10,496 | ) | (10,367 | ) | ||
Additional paid-in capital
|
368,254 | 254,677 | ||||
Accumulated deficit
|
(157,663 | ) | (88,521 | ) | ||
Total stockholders' equity
|
200,101 | 155,793 | ||||
Total liabilities and stockholders' equity
|
$ | 663,986 | $ | 287,220 |
Years Ended
|
|||||||||
December 31,
|
|||||||||
2010
|
2009
|
2008
|
|||||||
Revenue
|
$ | 1,638,623 | $ | 1,329,525 | $ | 1,401,911 | |||
Cost of revenue
|
1,378,206 | 1,171,703 | 1,259,741 | ||||||
Gross profit
|
260,417 | 157,822 | 142,170 | ||||||
Selling, general and administrative expenses
|
207,007 | 131,946 | 124,407 | ||||||
Bad debt expense
|
19,337 | 8,636 | 4,667 | ||||||
Acquisition and integration expenses
|
7,118 | 1,774 | - | ||||||
Restructuring expense
|
3,495 | - | - | ||||||
Amortization of intangibles
|
3,773 | - | 1,936 | ||||||
Goodwill and intangible impairment
|
- | - | 93,882 | ||||||
Legal settlement
|
3,893 | - | 795 | ||||||
Income (loss) from operations
|
15,794 | 15,466 | (83,517 | ) | |||||
Interest expense, net
|
27,647 | 1,920 | 2,711 | ||||||
Loss on extinguishment of debt
|
9,561 | - | - | ||||||
(Loss) income before income taxes
|
(21,414 | ) | 13,546 | (86,228 | ) | ||||
Income tax expense (benefit)
|
47,728 | (40,553 | ) | (12,196 | ) | ||||
Net (loss) income
|
$ | (69,142 | ) | $ | 54,099 | $ | (74,032 | ) | |
(Loss) income per common share:
|
|||||||||
Basic
|
$ | (1.37 | ) | $ | 1.39 | $ | (1.93 | ) | |
Diluted
|
$ | (1.37 | ) | $ | 1.36 | $ | (1.93 | ) | |
Weighted average common shares outstanding:
|
|||||||||
Basic
|
50,374 | 38,985 | 38,417 | ||||||
Diluted
|
50,374 | 39,737 | 38,417 |
Additional
|
Total
|
||||||||||||||
Common
|
Treasury
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||
Stock
|
Stock
|
Capital
|
Deficit
|
Equity
|
|||||||||||
Balance December 31, 2007
|
$ | 4 | $ | (9,399 | ) | $ | 244,186 | $ | (68,588 | ) | $ | 166,203 | |||
Exercise of stock options
|
- | - | 465 | - | 465 | ||||||||||
Surrender of stock to satisfy minimum
|
|||||||||||||||
tax withholding
|
- | (889 | ) | - | - | (889 | ) | ||||||||
Compensation under employee stock
|
|||||||||||||||
compensation plans
|
- | - | 3,790 | - | 3,790 | ||||||||||
Net loss
|
- | - | - | (74,032 | ) | (74,032 | ) | ||||||||
Balance December 31, 2008
|
4 | (10,288 | ) | 248,441 | (142,620 | ) | 95,537 | ||||||||
Exercise of stock options
|
- | - | 3,015 | - | 3,015 | ||||||||||
Income tax shortfall from stock option plan
|
- | - | (158 | ) | - | (158 | ) | ||||||||
Surrender of stock to satisfy minimum
|
|||||||||||||||
tax withholding
|
- | (119 | ) | - | - | (119 | ) | ||||||||
Issuance of treasury stock for restricted
|
|||||||||||||||
stock vesting
|
- | 40 | (40 | ) | - | - | |||||||||
Compensation under employee stock
|
|||||||||||||||
compensation plans
|
- | - | 3,419 | - | 3,419 | ||||||||||
Net income
|
- | - | - | 54,099 | 54,099 | ||||||||||
Balance December 31, 2009
|
4 | (10,367 | ) | 254,677 | (88,521 | ) | 155,793 | ||||||||
Exercise of employee stock compensation plans
|
- | - | 4,116 | - | 4,116 | ||||||||||
Income tax shortfall from stock option plan
|
- | - | (596 | ) | - | (596 | ) | ||||||||
Surrender of stock to satisfy minimum
|
|||||||||||||||
tax withholding
|
- | (129 | ) | 1 | - | (128 | ) | ||||||||
Compensation under stock-based
|
|||||||||||||||
compensation plans
|
- | - | 3,374 | - | 3,374 | ||||||||||
Equity consideration to former CHS owners
|
2 | - | 106,682 | - | 106,684 | ||||||||||
Net income
|
- | - | - | (69,142 | ) | (69,142 | ) | ||||||||
Balance December 31, 2010
|
$ | 6 | $ | (10,496 | ) | $ | 368,254 | $ | (157,663 | ) | $ | 200,101 |
Years Ended
|
||||||||||||
December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net (loss) income
|
$ | (69,142 | ) | $ | 54,099 | $ | (74,032 | ) | ||||
Adjustments to reconcile net (loss) income to net cash
|
||||||||||||
(used in) provided by operating activities:
|
||||||||||||
Depreciation
|
8,556 | 5,033 | 4,457 | |||||||||
Amortization of intangibles
|
3,773 | - | 1,936 | |||||||||
Goodwill and intangible impairment
|
- | - | 93,882 | |||||||||
Amortization of deferred financing costs
|
1,813 | - | - | |||||||||
Change in deferred income tax
|
47,337 | (40,517 | ) | (12,221 | ) | |||||||
Excess tax benefits relating to employee stock compensation
|
- | (120 | ) | - | ||||||||
Compensation under stock-based compensation plans
|
3,320 | 3,419 | 3,790 | |||||||||
Loss on disposal of fixed assets
|
350 | - | - | |||||||||
Loss on extinguishment of debt
|
9,561 | - | - | |||||||||
Changes in assets and liabilities, net of acquired business:
|
||||||||||||
Receivables, net of bad debt expense
|
(4,321 | ) | 7,536 | (29,680 | ) | |||||||
Inventory
|
(11,021 | ) | (6,029 | ) | (11,629 | ) | ||||||
Prepaid expenses and other assets
|
(9,907 | ) | (1,237 | ) | (1,923 | ) | ||||||
Accounts payable
|
2,944 | (2,401 | ) | 19,594 | ||||||||
Claims payable
|
(1,030 | ) | (1,162 | ) | 66 | |||||||
Amounts due to plan sponsors
|
6,079 | (708 | ) | 1,078 | ||||||||
Accrued expenses and other liabilities
|
(9,731 | ) | 4,832 | (4,064 | ) | |||||||
Net cash (used in) provided by operating activities
|
(21,419 | ) | 22,745 | (8,746 | ) | |||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of property and equipment, net
|
(11,114 | ) | (5,739 | ) | (7,463 | ) | ||||||
Cash consideration paid to CHS, net of cash acquired
|
(92,464 | ) | - | - | ||||||||
Cash consideration paid to DS Pharmacy
|
(4,969 | ) | - | - | ||||||||
Net cash used in investing activities
|
(108,547 | ) | (5,739 | ) | (7,463 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Cash consideration paid for Option Health earn-out
|
(1,000 | ) | - | - | ||||||||
Proceeds from new credit facility, net of fees paid to issuers
|
319,000 | - | - | |||||||||
Borrowings on line of credit
|
407,277 | 1,331,000 | 1,409,003 | |||||||||
Repayments on line of credit
|
(356,430 | ) | (1,351,022 | ) | (1,392,370 | ) | ||||||
Repayments of capital leases
|
(84 | ) | - | - | ||||||||
Principal payments on CHS long-term debt, paid at closing
|
(128,952 | ) | - | - | ||||||||
Principal payments on long-term debt
|
(100,000 | ) | - | - | ||||||||
Repayment of note payable
|
(2,250 | ) | - | - | ||||||||
Deferred and other financing costs
|
(11,583 | ) | - | - | ||||||||
Excess tax benefits relating to employee stock compensation
|
- | 120 | - | |||||||||
Net proceeds from exercise of employee stock compensation plans
|
4,116 | 3,015 | 465 | |||||||||
Surrender of stock to satisfy minimum tax withholding
|
(128 | ) | (119 | ) | (889 | ) | ||||||
Net cash provided by (used in) financing activities
|
129,966 | (17,006 | ) | 16,209 | ||||||||
Net change in cash and cash equivalents
|
- | - | - | |||||||||
Cash and cash equivalents - beginning of period
|
- | - | - | |||||||||
Cash and cash equivalents - end of period
|
$ | - | $ | - | $ | - | ||||||
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
Cash paid during the period for interest
|
$ | 20,116 | $ | 1,918 | $ | 4,011 | ||||||
Cash paid during the period for income taxes, net of refunds
|
$ | 445 | $ | 741 | $ | 382 |
Asset
|
Useful Life
|
Computer hardware and software
|
3-5 years
|
Office equipment
|
3-5 years
|
Vehicles
|
5 years
|
Medical equipment
|
2-5 years
|
Furniture and fixtures
|
5-7 years
|
Year Ended
|
|||||||||
December 31,
|
|||||||||
2010
|
2009
|
2008
|
|||||||
Numerator:
|
|||||||||
Net (loss) income
|
$ | (69,142 | ) | $ | 54,099 | $ | (74,032 | ) | |
Denominator - Basic:
|
|||||||||
Weighted average number of common shares outstanding
|
50,374 | 38,985 | 38,417 | ||||||
Basic (loss) income per common share
|
$ | (1.37 | ) | $ | 1.39 | $ | (1.93 | ) | |
Denominator - Diluted:
|
|||||||||
Weighted average number of common shares outstanding
|
50,374 | 38,985 | 38,417 | ||||||
Common share equivalents of outstanding stock options and restricted awards
|
- | 752 | - | ||||||
Total diluted shares outstanding
|
50,374 | 39,737 | 38,417 | ||||||
Diluted (loss) income per common share
|
$ | (1.37 | ) | $ | 1.36 | $ | (1.93 | ) |
Fair value of equity consideration:
|
|||
BioScrip common stock issued (13.1 million shares)
|
$ | 91,614 | |
BioScrip warrants issued (3.4 million warrants)
|
12,268 | ||
Rollover options (716,086 options)
|
2,802 | ||
Cash paid to CHS stockholders
|
99,626 | ||
Total consideration conveyed to CHS stockholders
|
$ | 206,310 | |
Cash paid for merger related expenses incurred by CHS
|
14,566 | ||
Assumption and repayment of CHS debt
|
128,952 | ||
Total amounts paid to execute the merger of CHS
|
$ | 349,828 |
Cash and cash equivalents
|
$ | 7,162 | ||||
Receivables
|
38,289 | |||||
Deferred taxes
|
6,228 | |||||
Other current assets
|
4,993 | |||||
Property and equipment
|
6,462 | |||||
Other assets
|
2,778 | |||||
Total assets acquired
|
65,912 | |||||
Accounts payable
|
(3,334 | ) | ||||
Notes payable
|
(2,250 | ) | ||||
Amounts due to plan sponsors
|
(8,763 | ) | ||||
Accrued expenses and other current liabilities
|
(34,002 | ) | ||||
Deferred tax liabilities
|
(7,144 | ) | ||||
Total liabilities assumed
|
(55,493 | ) | ||||
Tangible assets acquired, net
|
$ | 10,419 | ||||
Intangible assets acquired
|
25,200 | |||||
Debt assumed
|
(128,952 | ) | ||||
Goodwill
|
299,643 | |||||
Total consideration conveyed to CHS stockholders
|
$ | 206,310 |
Estimated
|
||||
Useful Life
|
Fair Value
|
|||
Trademarks/trade names
|
various
|
$ | 8,400 | |
Infusion customer relationships
|
3 years
|
7,200 | ||
Certificates of need
|
indefinite
|
9,600 | ||
$ | 25,200 |
Years Ended December 31,
|
||||||
2010
|
2009
|
|||||
Revenue
|
$ | 1,699,402 | $ | 1,583,592 | ||
Net income
|
$ | (66,785 | ) | $ | 53,542 | |
Basic income per common share
|
$ | (1.25 | ) | $ | 1.03 | |
Diluted income per common share
|
$ | (1.25 | ) | $ | 1.01 |
Inventory
|
$ | 469 | ||||
Property and equipment
|
76 | |||||
Tangible assets acquired
|
$ | 545 | ||||
Intangible assets acquired
|
8,669 | |||||
Total assets and total consideration
|
$ | 9,214 |
Estimated
|
||||
Useful Life
|
Fair Value
|
|||
Customer list
|
6 months
|
$ | 270 | |
Transitional services contract
|
1 year
|
1,040 | ||
License and marketing related intangibles
|
6 years
|
7,359 | ||
$ | 8,669 |
Infusion / Home
|
Pharmacy
|
||||||||
Health Services
|
Services
|
Total
|
|||||||
Balance as of December 31, 2008
|
$ | - | $ | 24,498 | $ | 24,498 | |||
Balance as of December 31, 2009
|
- | 24,498 | 24,498 | ||||||
Preliminary goodwill valued as of the date of the CHS acquisition
|
304,185 | - | 304,185 | ||||||
Adjustments to preliminary goodwill related to CHS acquisition
|
(4,542 | ) | - | (4,542 | ) | ||||
Balance as of December 31, 2010
|
$ | 299,643 | $ | 24,498 | $ | 324,141 |
December 31, 2010
|
||||||||||
Gross
|
Net
|
|||||||||
Estimated
|
Carrying
|
Accumulated
|
Carrying
|
|||||||
Useful Life
|
Amount
|
Amortization
|
Amount
|
|||||||
Indefinite Lived Assets
|
||||||||||
Certificates of need
|
indefinite
|
$ | 9,600 | $ | - | $ | 9,600 | |||
Nursing trademarks
|
indefinite
|
5,800 | - | 5,800 | ||||||
15,400 | - | 15,400 | ||||||||
Definite Lived Assets
|
||||||||||
Customer list
|
6 months
|
270 | (236 | ) | 34 | |||||
Transitional services contract
|
1 year
|
1,040 | (484 | ) | 556 | |||||
Infusion trademarks
|
3 years
|
2,600 | (669 | ) | 1,931 | |||||
Infusion customer relationships
|
3 years
|
7,200 | (1,853 | ) | 5,347 | |||||
License and marketing related intangibles
|
6 years
|
7,359 | (531 | ) | 6,828 | |||||
18,469 | (3,773 | ) | 14,696 | |||||||
$ | 33,869 | $ | (3,773 | ) | $ | 30,096 |
2011
|
$ | 5,072 | |
2012
|
4,502 | ||
2013
|
1,953 | ||
2014
|
1,227 | ||
2015
|
1,227 | ||
2016 and thereafter
|
715 | ||
Total
|
$ | 14,696 |
December 31,
|
||||||
2010
|
2009
|
|||||
Computer and office equipment, including equipment
|
||||||
acquired under capital leases
|
$ | 26,911 | $ | 22,441 | ||
Vehicles
|
1,357 | - | ||||
Medical equipment
|
12,663 | 626 | ||||
Work in progress
|
2,984 | 971 | ||||
Furniture and fixtures
|
3,829 | 2,998 | ||||
Leasehold improvements
|
11,998 | 9,818 | ||||
59,742 | 36,854 | |||||
Less: Accumulated depreciation
|
(35,823 | ) | (21,400 | ) | ||
Property and equipment, net
|
$ | 23,919 | $ | 15,454 |
Revolving credit facility
|
$ | 81,236 | |
Senior unsecured notes
|
225,000 | ||
Capital leases
|
233 | ||
306,469 | |||
Less - obligations maturing within one year
|
81,352 | ||
Long term debt - net of current portion
|
$ | 225,117 |
2011
|
$ | 7,273 | |
2012
|
5,985 | ||
2013
|
4,356 | ||
2014
|
3,055 | ||
2015
|
2,381 | ||
2016 and thereafter
|
5,599 | ||
Total
|
$ | 28,649 |
Years Ended
|
|||||||||
December 31,
|
|||||||||
2010
|
2009
|
2008
|
|||||||
Results of Operations:
|
|||||||||
Revenue:
|
|||||||||
Infusion/Home Health Services
|
$ | 377,215 | $ | 148,220 | $ | 131,828 | |||
Pharmacy Services
|
1,261,408 | 1,181,305 | 1,270,083 | ||||||
Total
|
$ | 1,638,623 | $ | 1,329,525 | $ | 1,401,911 | |||
Adjusted EBITDA by Segment before corporate overhead:
|
|||||||||
Infusion/Home Health Services
|
$ | 43,460 | $ | 10,642 | $ | 10,062 | |||
Pharmacy Services
|
40,727 | 45,755 | 37,277 | ||||||
Total Segment Adjusted EBITDA
|
84,187 | 56,397 | 47,339 | ||||||
Corporate overhead
|
(35,006 | ) | (30,705 | ) | (25,996 | ) | |||
Interest expense, net
|
(27,647 | ) | (1,920 | ) | (2,711 | ) | |||
Loss on extinguishment of debt
|
(9,561 | ) | - | - | |||||
Income tax (expense) benefit
|
(47,728 | ) | 40,553 | 12,196 | |||||
Depreciation
|
(8,556 | ) | (5,033 | ) | (4,457 | ) | |||
Amortization of intangibles
|
(3,773 | ) | - | (1,936 | ) | ||||
Stock-based compensation expense
|
(3,320 | ) | (3,419 | ) | (3,790 | ) | |||
Acquisition, integration and severance expenses
|
(7,608 | ) | (1,774 | ) | - | ||||
Restructuring expense
|
(3,495 | ) | - | - | |||||
Goodwill and intangible impairment
|
- | - | (93,882 | ) | |||||
Bad debt expense related to contract termination
|
(2,742 | ) | - | - | |||||
Legal settlement
|
(3,893 | ) | - | (795 | ) | ||||
Net (loss) income:
|
$ | (69,142 | ) | $ | 54,099 | $ | (74,032 | ) | |
Supplemental Operating Data
|
|||||||||
Capital Expenditures:
|
|||||||||
Infusion/Home Health Services
|
$ | 3,772 | $ | 343 | $ | 572 | |||
Pharmacy Services
|
4,833 | 3,501 | 5,215 | ||||||
Corporate unallocated
|
2,509 | 1,895 | 1,676 | ||||||
Total
|
$ | 11,114 | $ | 5,739 | $ | 7,463 | |||
Depreciation Expense:
|
|||||||||
Infusion/Home Health Services
|
$ | 3,464 | $ | 1,185 | $ | 960 | |||
Pharmacy Services
|
4,014 | 2,852 | 2,433 | ||||||
Corporate unallocated
|
1,078 | 996 | 1,064 | ||||||
Total
|
$ | 8,556 | $ | 5,033 | $ | 4,457 | |||
Total Assets
|
|||||||||
Infusion/Home Health Services
|
$ | 442,496 | $ | 56,399 | $ | 54,284 | |||
Pharmacy Services
|
145,650 | 135,698 | 122,976 | ||||||
Corporate unallocated
|
75,840 | 95,123 | 69,697 | ||||||
Total
|
$ | 663,986 | $ | 287,220 | $ | 246,957 | |||
Goodwill
|
|||||||||
Infusion/Home Health Services
|
$ | 299,643 | $ | - | $ | - | |||
Pharmacy Services
|
24,498 | 24,498 | 24,498 | ||||||
Total
|
$ | 324,141 | $ | 24,498 | $ | 24,498 |
For the Years Ended December 31,
|
|||||||||
2010
|
2009
|
2008
|
|||||||
Current
|
|||||||||
Federal
|
$ | 299 | $ | (319 | ) | $ | (18 | ) | |
State
|
92 | 283 | 43 | ||||||
Total Current
|
391 | (36 | ) | 25 | |||||
Deferred
|
|||||||||
Federal
|
42,268 | (36,764 | ) | (10,660 | ) | ||||
State
|
5,069 | (3,753 | ) | (1,561 | ) | ||||
Total deferred
|
47,337 | (40,517 | ) | (12,221 | ) | ||||
Total income tax expense (benefit)
|
$ | 47,728 | $ | (40,553 | ) | $ | (12,196 | ) |
December 31,
|
||||||
2010
|
2009
|
|||||
Deferred tax assets:
|
||||||
Reserves not currently deductible
|
$ | 13,362 | $ | 7,131 | ||
Net operating loss carryforwards
|
15,283 | 3,595 | ||||
Goodwill and intangibles (tax deductible)
|
19,954 | 19,611 | ||||
Accrued expenses
|
1,736 | 2,117 | ||||
Stock based compensation
|
4,131 | 3,342 | ||||
Property basis differences
|
7 | 2,025 | ||||
Other
|
1,723 | 1,885 | ||||
Subtotal deferred tax assets
|
56,196 | 39,706 | ||||
Deferred tax liabilities:
|
||||||
Indefinite-lived goodwill and intangibles
|
(9,140 | ) | - | |||
Less: valuation allowance
|
(56,196 | ) | - | |||
Net deferred tax (liability) asset
|
$ | (9,140 | ) | $ | 39,706 |
2010
|
2009
|
2008
|
|||||||
Tax (benefit) provision at statutory rate
|
$ | (7,495 | ) | $ | 4,566 | $ | (29,310 | ) | |
State tax (benefit) provision, net of Federal taxes
|
(676 | ) | 633 | (2,616 | ) | ||||
Non-deductible transaction costs
|
725 | - | - | ||||||
Non-deductible goodwill
|
- | - | 1,687 | ||||||
Change in tax contingencies
|
552 | (216 | ) | (360 | ) | ||||
Valuation allowance changes affecting income tax expense
|
53,982 | (44,839 | ) | 18,245 | |||||
Change in deferred tax rate
|
185 | (992 | ) | - | |||||
Other
|
455 | 295 | 158 | ||||||
Income tax expense (benefit)
|
$ | 47,728 | $ | (40,553 | ) | $ | (12,196 | ) |
2010
|
2009
|
2008
|
|||||||
Unrecognized tax benefits balance at January 1,
|
$ | 1,948 | $ | 2,287 | $ | 2,940 | |||
Gross increases for tax positions of prior years
|
212 | - | - | ||||||
Gross decreases for tax positions of prior years
|
- | - | (239 | ) | |||||
Gross increases for tax positions taken in current year
|
1,121 | - | - | ||||||
Settlements with taxing authorities
|
- | - | (46 | ) | |||||
Lapse of statute of limitations
|
(412 | ) | (339 | ) | (368 | ) | |||
Unrecognized tax benefits balance at December 31,
|
$ | 2,869 | $ | 1,948 | $ | 2,287 |
2010
|
2009
|
2008
|
|||||||
Expected volatility
|
63.4 | % | 66.4 | % | 51.4 | % | |||
Risk-free interest rate
|
3.35 | % | 2.99 | % | 3.86 | % | |||
Expected life of options
|
5.7 years
|
5.6 years
|
5.7 years
|
||||||
Dividend rate
|
- | - | - | ||||||
Fair value of options
|
$ | 4.09 | $ | 1.70 | $ | 3.46 |
Weighted
|
Aggregate
|
Weighted Average
|
||||||||
Average
|
Intrinsic Value
|
Remaining
|
||||||||
Options
|
Exercise Price
|
(thousands)
|
Contractual Life
|
|||||||
Balance, December 31, 2009
|
6,050,057 | $ | 5.83 | $ | 19,014.1 |
6.2 years
|
||||
Granted
|
1,722,250 | 6.93 | ||||||||
Rollover
|
716,086 | 4.73 | ||||||||
Exercised
|
(1,143,412 | ) | 3.63 | |||||||
Forfeited
|
(301,762 | ) | 4.82 | |||||||
Expired
|
(310,772 | ) | 7.50 | |||||||
Balance, December 31, 2010
|
6,732,447 | $ | 6.34 | $ | 5,091.6 |
5.4 years
|
||||
Outstanding options less expected
|
||||||||||
forfeitures at December 31, 2010
|
6,064,571 | $ | 6.41 | $ | 4,537.7 |
5.2 years
|
||||
Exercisable at December 31, 2010
|
4,019,142 | $ | 6.89 | $ | 2,616.8 |
3.7 years
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Weighted Average
|
Average
|
||||||||||||||
Outstanding
|
Exercise
|
Remaining
|
Options
|
Exercise
|
||||||||||||
Range of Option Exercise Price
|
Options
|
Price
|
Contractual Life
|
Exercisable
|
Price
|
|||||||||||
$ | 1.50 - $4.69 | 2,125,313 | $ | 2.83 |
6.07 years
|
1,084,110 | $ | 2.82 | ||||||||
$ | 5.29 - $7.03 | 2,566,453 | 6.48 |
6.01 years
|
1,416,017 | 6.39 | ||||||||||
$ | 7.09 - $9.56 | 1,472,454 | 8.07 |
5.26 years
|
950,788 | 7.84 | ||||||||||
$ | 9.87 - $12.20 | 341,560 | 12.03 |
0.93 years
|
341,560 | 12.03 | ||||||||||
$ | 16.50 - $17.80 | 226,667 | 17.71 |
0.95 years
|
226,667 | 17.71 | ||||||||||
6,732,447 | $ | 6.34 |
5.44 years
|
4,019,142 | $ | 6.89 |
Weighted
|
||||||
Average
|
||||||
Grant Date
|
||||||
Options
|
Fair Value
|
|||||
Balance, December 31, 2009
|
2,460,306 | $ | 2.07 | |||
Granted
|
1,722,250 | 4.09 | ||||
Vested
|
(940,759 | ) | 2.25 | |||
Exercised
|
(220,139 | ) | 1.67 | |||
Forfeited and expired
|
(308,353 | ) | 2.76 | |||
Balance, December 31, 2010
|
2,713,305 | $ | 3.24 |
Weighted Average
|
Weighted Average
|
||||||
Restricted
|
Award
|
Remaining
|
|||||
Stock
|
Date Fair Value
|
Recognition Period
|
|||||
Balance December 31, 2009
|
745,760 | $ | 3.24 |
1.1 years
|
|||
Granted
|
80,000 | $ | 6.65 | ||||
Awards Vested
|
(203,081 | ) | $ | 2.33 | |||
Canceled
|
(48,089 | ) | $ | 4.86 | |||
Balance December 31, 2010
|
574,590 | $ | 3.90 |
0.6 years
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|||||||||
2010:
|
||||||||||||
Revenue
|
$ | 335,068 | $ | 412,030 | $ | 441,153 | $ | 450,372 | ||||
Gross profit
|
$ | 38,918 | $ | 73,524 | $ | 75,384 | $ | 72,591 | ||||
Net (loss) income (1)
|
$ | (7,169 | ) | $ | 3,128 | $ | 1,965 | $ | (67,066 | ) | ||
Basic (loss) income per share
|
$ | (0.18 | ) | $ | 0.06 | $ | 0.04 | $ | (1.25 | ) | ||
Diluted (loss) income per share
|
$ | (0.18 | ) | $ | 0.06 | $ | 0.04 | $ | (1.25 | ) | ||
2009:
|
||||||||||||
Revenue
|
$ | 325,749 | $ | 328,749 | $ | 333,476 | $ | 341,551 | ||||
Gross profit
|
$ | 35,990 | $ | 38,388 | $ | 41,496 | $ | 41,948 | ||||
Net income (2)
|
$ | 3,285 | $ | 4,377 | $ | 5,747 | $ | 40,690 | ||||
Basic income per share
|
$ | 0.08 | $ | 0.11 | $ | 0.15 | $ | 1.03 | ||||
Diluted income per share
|
$ | 0.08 | $ | 0.11 | $ | 0.14 | $ | 0.99 |
(1)
|
The fourth quarter of 2010 includes a $47.7 million income tax expense, primarily related to the recognition of a valuation allowance on deferred tax assets. Net income in 2010 also includes expenses of $9.6 million related to a loss on extinguishment of debt.
|
(2)
|
The fourth quarter of 2009 includes $41.8 million tax benefit, due primarily to the reversal of the valuation allowance on deferred tax assets, the expiration of statute of limitation on certain state liabilities and an NOL carry back claim.
|
|
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s financial transactions;
|
|
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our revenues and expenditures are being made only in accordance with authorizations of our management and directors; and
|
|
• Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Exhibit Number | Description | Location |
2.3
|
Agreement and Plan of Merger, dated as of January 24, 2010, by and among BioScrip, Inc., Camelot Acquisition Corp., Critical Homecare Solutions Holdings, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P., and S.A.C. Domestic Capital Funding, Ltd.
|
(1) (Exhibit 2.1)
|
3.1
|
Second Amended and Restated Certificate of Incorporation.
|
(2) (Exhibit 4.1)
|
3.2
|
Amended and Restated By-Laws.
|
(3) (Exhibit 3.1)
|
3.3
|
Amendment to the Second Amended and Restated Certificate of Incorporation.
|
(4 ) (Exhibit 3.1)
|
4.1
|
Specimen Common Stock Certificate.
|
(5) (Exhibit 4.1)
|
4.2
|
Amended and Restated Rights Agreement, dated as of December 3, 2002 between the Company and American Stock Transfer and Trust Company, as Rights Agent.
|
(6) (Exhibit 4.2)
|
4.3
|
First Amendment, dated December 13, 2006, to the Amended and Restated Rights Agreement, dated as of December 3, 2002 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, as Rights Agent.
|
(7) (Exhibit 4.3)
|
4.4
|
Second Amendment, dated March 4, 2009, to the Rights Agreement, as amended on December 13, 2006, between the Company and American Stock Transfer & Trust Company, as Rights Agent.
|
(8) (Exhibit 4.4)
|
4.5
|
Third Amendment, dated as of January 24, 2010, to the Rights Agreement, as amended on December 13, 2006 and March 4, 2009, between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent, as amended on December 13, 2006 and March 4, 2009.
|
(1) (Exhibit 4.1)
|
4.6
|
Indenture, dated as of March 25, 2010, by and among BioScrip, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (including Form of 101/4% Senior Note due 2015).
|
(26) (Exhibit 4.1)
|
4.7
|
Warrant Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P. and S.A.C. Domestic Capital Funding, Ltd.
|
(26) (Exhibit 4.2)
|
10.1
|
Amended and Restated 1996 Incentive Stock Plan**
|
(9)
|
10.2
|
Amended and Restated 1996 Non-Employee Director’s Stock Incentive Plan**
|
(10)
|
10.3
|
Amended and Restated 2001 Incentive Stock Plan**
|
(11)
|
10.4
|
2008 Amended and Restated Equity Incentive Plan**
|
(12)
|
10.5
|
Employment Letter, dated October 15, 2001, between the Company and Russell J. Corvese**
|
(12) (Exhibit 10.51)
|
10.6
|
Amendment, dated September 19, 2003, to Employment Letter Agreement between the Company and Russel J. Corvese**
|
(13) (Exhibit 10.46)
|
10.7
|
Amendment, dated December 1, 2004, to Employment Letter Agreement between the Company and Russel J. Corvese**
|
(14) (Exhibit 10.1)
|
10.8
|
KCHS Holdings, Inc. 2006 Equity Incentive Plan **
|
(28) (Exhibit 10.9)
|
10.9
|
Amendment to the KCHS Holdings, Inc. 2006 Equity Incentive Plan **
|
(28) (Exhibit 10.10)
|
10.10
|
Second Amendment to the KCHS Holdings, Inc. 2006 Equity Incentive Plan **
|
(28) (Exhibit 10.11)
|
10.11
|
Third Amendment to Critical Homecare Solutions Holdings Inc. 2006 Equity Incentive Plan.**
|
(29) (Exhibit 10.4)
|
10.12
|
Fourth Amendment to BioScrip/CHS 2006 Equity Incentive Plan**
|
(29) (Exhibit 10.5)
|
10.13
|
Severance Agreement, dated August 24, 2006, between BioScrip, Inc. and Barry A. Posner**
|
(15) (Exhibit 10.1)
|
10.14
|
Amended and Restated Loan and Security Agreement, dated as of September 26, 2007, among MIM Funding, LLC, BioScrip Pharmacy Services, Inc., BioScrip Infusion Services, Inc., BioScrip Pharmacy (NY), Inc., BioScrip PBM Services, LLC, BioScrip Pharmacy, Inc., Natural Living, Inc., and BioScrip Infusion Services, LLC as Borrowers, and HFG Healthco-4 LLC, as Lender
|
(16) (Exhibit 10.15)
|
10.15
|
Employment Letter Agreement dated November 13, 2008 between BioScrip, Inc. and Richard M. Smith.**
|
(17) (Exhibit 10.1)
|
10.16
|
Severance Agreement dated November 13, 2008 between BioScrip, Inc. and Richard M. Smith.**
|
(17) (Exhibit 10.2)
|
10.17
|
Amendment No. 1 to Severance Agreement between BioScrip, Inc. and Stanley G. Rosenbaum.**
|
(18)
|
10.18
|
Amendment No. 1 to Severance Agreement between BioScrip, Inc. and Barry A. Posner.**
|
(18)
|
10.19
|
(19) (Exhibit 10.1)
|
|
10.20
|
Cash Collateral Agreement dated July 8, 2009.
|
(19) (Exhibit 10.2)
|
10.21
|
Employment Letter Agreement, dated August 21, 2003, between MIM Corporation (now BioScrip, Inc.) and Scott Friedman.**
|
(20) (Exhibit 10.1)
|
10.22
|
Amendment, dated October 14, 2004, to Employment Letter Agreement between MIM Corporation (now BioScrip, Inc.) and Scott Friedman.**
|
(20) (Exhibit 10.2)
|
10.23
|
Stockholders’ Agreement, dated as of January 24, 2010, by and among BioScrip, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P., and S.A.C. Domestic Capital Funding, Ltd.
|
(1) (Exhibit 10.1)
|
10.24
|
Engagement Letter, dated as of January 31, 2011, by and between the Company and Mary Jane Graves.
|
(21) (Exhibit 10.1)
|
10.25
|
Employment Agreement, dated as of December 23, 2010, by and between BioScrip, Inc. and Richard M. Smith
|
(22) (Exhibit 10.1)
|
10.26
|
Amended and Restated Credit Agreement, dated as of December 28, 2010, by and among BioScrip, Inc., as borrower, all of its subsidiaries as subsidiary guarantors thereto, the lenders party thereto, Healthcare Finance Group, LLC, as administrative agent for the lenders, as collateral agent and as collateral manager for the secured parties, and the other entities party thereto.
|
(23) (Exhibit 10.1)
|
10.27
|
Amended and Restated Security Agreement, dated as of December 28, 2010, by and among BioScrip, Inc., as borrower, the other guarantors from time to time party thereto, as pledgors, assignors and debtors, and Healthcare Finance Group, LLC, in its capacity as collateral agent, as pledgee, assignee and secured party.
|
(23) (Exhibit 10.2)
|
10.28
|
Amended and Restated Collateral Management Agreement, dated as of December 28, 2010, by and among BioScrip, Inc., as borrower, the other loan parties from time to time party thereto and Healthcare Finance Group, LLC, in its capacity as collateral manager, as administrative agent.
|
(23) (Exhibit 10.3)
|
10.29
|
Employment Offer Letter, dated as of November 29, 2010, by and between the Company and David W. Froesel, Jr.
|
(24) (Exhibit 10.1)
|
10.30
|
Severance Agreement, dated as of November 30, 2010, by and between the Company and David W. Froesel, Jr.
|
(24) (Exhibit 10.2)
|
10.31
|
Restrictive Covenant Agreement, dated as of November 29, 2010, by and between the Company and David W. Froesel, Jr.
|
(24) (Exhibit 10.3)
|
10.32
|
Separation Agreement dated as of November 1, 2010, by and between the Company and Richard H. Friedman.
|
(25) (Exhibit 10.1)
|
10.33
|
Credit Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, Jefferies Finance LLC, as lead arranger, as book manager, as administrative agent for the lenders, as collateral agent for the secured parties and as syndication agent, Compass Bank, as a co-documentation agent, GE Capital Corporation, a co-documentation agent, Healthcare Finance Group, LLC, as collateral manager, HFG Healthco-4, LLC, as swingline lender for the lenders, and Healthcare Finance Group, LLC, as issuing bank for the lenders.
|
(26) (Exhibit 10.1)
|
10.34
|
Security Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., the other guarantors from time to time party thereto, and Jefferies Finance LLC, as collateral agent pursuant to the Credit Agreement.
|
(26) (Exhibit 10.2)
|
10.35
|
Amended and Restated Collateral Management Agreement, dated as of December 28, 2010, by and among BioScrip, Inc., as borrower, the other loan parties from time to time party thereto and Healthcare Finance Group, LLC, in its capacity as collateral manager, as administrative agent.
|
(26) (Exhibit 10.3)
|
10.36
|
First Amendment, dated as of March 25, 2010, to Prime Vender Agreement, dated as of July 1, 2009, by and among AmerisourceBergen Drug Corporation, BioScrip, Inc., BioScrip Infusion Services, Inc., Chronimed LLC, Los Feliz Drugs Inc., BioScrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., BioScrip Pharmacy (NY), Inc., BioScrip PBM Services, LLC, Natural Living Inc., BioScrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, BioScrip Infusion Management, LLC and BioScrip Pharmacy Services, Inc.
|
(26) (Exhibit 10.4)
|
10.37
|
Intercreditor Agreement, dated as of March 25, 2010, by and between Jefferies Finance LLC, as agent for the first priority secured parties, and AmerisourceBergen Drug Corporation.
|
(26) (Exhibit 10.5)
|
10.38
|
Registration Rights Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., the guarantors party thereto and Jefferies & Company, Inc.
|
(26) (Exhibit 10.6)
|
10.39
|
SECOND AMENDMENT, dated as of June 1, 2010 to the Prime Vendor Agreement made as of July 1, 2009 and amended as of March 2010 among AmerisourceBergen Drug Corporation, Bioscrip, Inc., BioScrip Infusion Services, Inc., Chronimed LLC, Los Feliz Inc., Bioscrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PMB Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, Bioscrip Pharmacy Services, Inc., Critical Homecare Solutions, Inc., Specialty Pharma, Inc, New England Home Therapies, Inc., Deaconess Enterprises, LLC, Infusion Solutions, Inc, Professional Home Care Services, Inc., Wilcox Medical, Inc., Deaconess Homecare, LLC, South Mississippi Home Health, Inc., Regional Ambulatory Diagnostics, Inc., Elk Valley Professional Affiliates, Inc., Infusion Partners, LLC, Knoxville Home Therapies, LLC, South Mississippi Home Health, Inc, - Region I, South Mississippi Home Health, Inc. - Region II, Applied Health Care, LLC, East Goshen Pharmacy, Inc., Infusion Partners of Brunswick, LLC, Scott Wilson, Inc., Infusion Partners of Melbourne, LLC, Elk Valley Home Health Care Agency, Inc., Gericare, Inc., Cedar Creek Home Health Care Agency, Inc., Elk Valley Health Services, Inc., National Health Infusion, Inc., and Option Health, Ltd.
|
(27) (Exhibit 10.1)
|
10.40
|
Form of Cash-only Stock Appreciation Right Agreement
|
*
|
21.1
|
List of Subsidiaries.
|
*
|
23.1
|
Consent of Ernst and Young LLP.
|
*
|
31.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*
|
31.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
(1)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on January 27, 2010, SEC Accession No. 0000950123-10-005446.
|
(2)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on March 17, 2005, SEC Accession No. 0000950123-05-003294.
|
(3)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on July 30, 2009, SEC Accession no. 0001014739-09-000029.
|
(4)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on June 10, 2010, SEC Accession no. 0000950123-10-057214
|
(5)
|
Incorporated by reference to the indicated exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC on March 31, 2006, SEC Accession no. 0000950123-06-004022.
|
(6)
|
Incorporated by reference to Post-Effective Amendment No. 3 to the Company’s form 8-A/A dated December 4, 2002.
|
(7)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on December 14, 2006, SEC Accession No. 0000950123-06-0155184.
|
(8)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2009, Accession No. 0001014739-09-000006.
|
(9)
|
Incorporated by reference from the Company’s definitive proxy statement for its 1999 annual meeting of stockholders filed with the Commission July 7, 1999.
|
(10)
|
Incorporated by reference from the Company’s definitive proxy statement for its 2002 annual meeting of stockholders filed with the Commission April 30, 2002.
|
(11)
|
Incorporated by reference from the Company’s definitive proxy statement for its 2003 annual meeting of stockholders filed with the Commission April 30, 2003.
|
(12)
|
Incorporated by reference from the Company’s definitive proxy statement for its 2008 annual meeting of stockholders filed with the Commission March 21, 2008.
|
(13)
|
Incorporated by reference to the indicated exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, SEC Accession No. 0001089355-02-000248.
|
(13)
|
Incorporated by reference to the indicated exhibit to the Company’s Annual Report on Form 10-K filed on for the fiscal year ended December 31, 2003, filed March 15, 2004, SEC Accession No. 001014739-04-000021.
|
(15)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on August 21, 2006, SEC Accession No. 0000950123-06-010723.
|
(16)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on August 3, 2007, SEC Accession No. 0000950123-07-010803.
|
(17)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on November 24, 2008 SEC Accession No. 0000950123-08-016150.
|
(18)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on January 20, 2009 SEC Accession No. 0000950123-09-000854.
|
(19)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on July 9, 2009 SEC Accession No. 0001014739-09-000023.
|
(20)
|
Incorporated by reference to the indicated exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, SEC
Accession
No. 0001014739-09-000031.
|
(21)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on February 3, 2011 SEC Accession No. 0001014739-11-000004 .
|
(22)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K/A filed on December 30, 2010 SEC Accession No. 0000950123-10-117687.
|
(23)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on December 30, 2010 SEC Accession No. 0000950123-10-117583.
|
(24)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on December 3, 2010 SEC Accession No. 0000950123-10-110784.
|
(25)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on November 2, 2010 SEC Accession No. 0000950123-10-099147.
|
(26)
|
Incorporated by reference to the indicated exhibit to the Company’s Current Report on Form 8-K filed on March 31, 2010 SEC Accession No. 0000950123-10-030906.
|
(27)
|
Incorporated by reference to the indicated exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 3, 2010, SEC Accession No. 0001014739-10-000025.
|
(28)
|
Incorporated by reference to the indicated exhibit to Critical Homecare Solutions Holdings Inc.’s Registration Statement on Form S-1 dated October 10, 2007, SEC Accession No. 0001193125-07-216293
|
(29)
|
Incorporated by reference to the indicated exhibit to the Company’s Registration Statement on Form S-8 filed on March 26, 2010, SEC Accession No. 0000950123-10-028930
|
BIOSCRIP INC.
|
/s/ Mary Jane Graves
|
Mary Jane Graves
|
Chief Financial Officer and Treasurer,
|
and Principal Financial Officer
|
Signature
|
Title(s)
|
Date
|
/s/ Richard H. Friedman
Richard H. Friedman
|
Non-Executive Chairman of the Board
|
March 15, 2011
|
/
s/ Richard M. Smith
Richard M. Smith
|
President and Chief Executive Officer (Principal
Executive Officer)
Director
|
March 15, 2011
|
/s/ Mary Jane Graves
Mary Jane Graves
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
March 15, 2011
|
/s/ Charlotte W. Collins
Charlotte W. Collins
|
Director
|
March 15, 2011
|
/s/ Louis T. DiFazio
Louis T. DiFazio, Ph.D.
|
Director
|
March 15, 2011
|
/s/ Samuel P. Frieder
Samuel P. Frieder
|
Director
|
March 15, 2011
|
/s/ Myron Z. Holubiak
Myron Z. Holubiak
|
Director
|
March 15, 2011
|
/s/ David R. Hubers
David R. Hubers
|
Director
|
March 15, 2011
|
/s/ Richard L. Robbins
Richard L. Robbins
|
Director
|
March 15, 2011
|
/s/ Stuart A. Samuels
Stuart A. Samuels
|
Director
|
March 15, 2011
|
/s/ Gordon H. Woodward
Gordon H. Woodward
|
Director
|
March 15, 2011
|
Balance at
|
Write-Off
|
Charged to
|
||||||||||
Beginning of
|
of
|
Costs
|
Balance at
|
|||||||||
Period
|
Receivables
|
and Expenses
|
End of Period
|
|||||||||
Year ended December 31, 2008
|
||||||||||||
Accounts receivable
|
$ | 12,083 | $ | (5,121 | ) | $ | 4,667 | $ | 11,629 | |||
Year ended December 31, 2009
|
||||||||||||
Accounts receivable
|
$ | 11,629 | $ | (8,761 | ) | $ | 8,636 | $ | 11,504 | |||
Year ended December 31, 2010
|
||||||||||||
Accounts receivable
|
$ | 11,504 | $ | (14,420 | ) | $ | 19,337 | $ | 16,421 |
Applied Health Care, LLC (DE)
|
BioScrip Infusion Management, LLC (DE)
|
BioScrip Infusion Services, Inc. (CA)
|
BioScrip Infusion Services, LLC (DE)
|
BioScrip Nursing Services, LLC (NY)
|
BioScrip PBM Services, LLC (DE)
|
BioScrip Pharmacy (NY), Inc. (NY)
|
BioScrip Pharmacy (Puerto Rico), Inc. (PR)
|
BioScrip Pharmacy Services, Inc. (OH)
|
BioScrip Pharmacy, Inc. (MN)
|
Bradhurst Specialty Pharmacy, Inc. (NY)
|
Cedar Creek Home Health Care Agency, Inc. (TN)
|
Chronimed LLC (MN)
|
CHS Holdings, Inc. (DE)
|
Critical Homecare Solutions, Inc. (DE)
|
Deaconess Enterprises, LLC (OH)
|
Deaconess HomeCare, LLC (DE)
|
East Goshen Pharmacy, Inc. (PA)
|
Elk Valley Health Services, Inc. (TN)
|
Elk Valley Home Health Care Agency, Inc. (TN)
|
Elk Valley Professional Affiliates, Inc. (TN)
|
Gericare, Inc. (TN)
|
Infusion Partners of Brunswick, LLC (GA)
|
Infusion Partners of Melbourne, LLC (GA)
|
Infusion Partners, LLC (OH)
|
Infusion Solutions, Inc. (NH)
|
Knoxville Home Therapies, LLC (TN)
|
National Health Infusion, Inc. (FL)
|
Natural Living, Inc. (NY)
|
New England Home Therapies, Inc. (MA)
|
Option Health, Ltd. (IL)
|
Professional Home Care Services, Inc. (DE)
|
Regional Ambulatory Diagnostics, Inc. (OH)
|
Scott-Wilson, Inc. (KY)
|
South Mississippi Home Health, Inc. (MS)
|
South Mississippi Home Health, Inc. – Region I (MS)
|
South Mississippi Home Health, Inc. – Region II (MS)
|
South Mississippi Home Health, Inc. – Region III (MS)
|
Specialty Pharma, Inc. (DE)
|
Wilcox Medical, Inc. (VT)
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|