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(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, 2014
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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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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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NASDAQ Global Market
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Page
Number
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PART I
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PART II
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PART III
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PART IV
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•
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our ability to make principal and interest payments on our debt and unsecured notes and satisfy the other covenants contained in our senior secured credit facility and other debt agreements;
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•
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our high level of indebtedness;
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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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•
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our expectations regarding economic and business conditions;
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•
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our expectations regarding potential legislative and regulatory changes impacting the level of reimbursement received from the Medicare and state Medicaid programs;
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•
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our internal control over financial reporting
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•
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periodic reviews and billing audits from governmental and private payors;
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•
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our expectations regarding the size and growth of the market for our products and services;
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•
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our business strategies and our ability to grow our business;
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•
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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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•
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our ability to maintain contracts and relationships with our customers;
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•
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our ability to avoid delays in payment from our customers;
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•
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sales and marketing efforts;
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•
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status of material contractual arrangements, including the negotiation or re-negotiation of such arrangements;
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•
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our ability to address cybersecurity risks;
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•
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our ability to maintain supplies and services, which could be impacted by force majeure events such as war, strike, riot, crime or “acts of God” such as hurricanes, flooding, blizzards or earthquakes;
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•
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future capital expenditures;
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•
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our ability to hire and retain key employees;
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•
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our ability to successfully execute our succession plans;
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•
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our ability to execute our acquisition and growth strategy;
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•
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our ability to successfully integrate businesses we may acquire; and
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•
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other risks and uncertainties described from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”).
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Item 1.
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Business
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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 patients 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 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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Provide 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 (IG) Therapy
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Provide 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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Provide 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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Blood Factor Therapies
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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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Inotropes Therapy
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Provide intravenous inotropes in the home for the treatment of heart failure, either in anticipation of cardiac transplant or to provide palliation of heart failure symptoms. Inotropes increase the strength of weak heart muscles to pump blood. The therapy is only started in late phase heart failure when alternative therapies proved inadequate.
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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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Item 1A.
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Risk Factors
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•
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federal and state laws and regulations governing the purchase, distribution, management, compounding, dispensing and reimbursement of prescription drugs and related services, including state and federal controlled substances laws and regulations;
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•
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FDA and/or state regulation affecting the pharmacy or PBM industries;
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•
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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 notification laws and state laws limiting the use and disclosure of prescriber information;
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•
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administration of Medicare and state Medicaid programs, including legislative changes and/or rulemaking and interpretation;
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•
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federal and state laws and regulations that require reporting and public dissemination of payments to and between various health care providers and other industry participants;
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•
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government regulation of the development, administration, review and updating of formularies and drug lists;
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•
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managed care reform and plan design legislation, including state laws regarding out-of-network charges and participation;
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•
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federal or state laws governing our relationships with physicians or others in a position to refer to us; and
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•
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interpretation and enforcement of the DQSA.
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•
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required refunding or retroactive adjustment of amounts we have been paid by governmental or private payors;
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•
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state or Federal agencies imposing fines, penalties and other sanctions on us;
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•
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loss of our right to participate in the Medicare program, state programs, or one or more private payor networks; or
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•
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damage to our business and reputation in various markets.
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•
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health care professionals and employees who are not familiar with our policies and procedures;
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•
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clients who may terminate their relationships with us;
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•
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key employees who may seek employment elsewhere;
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•
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patients who may elect to switch to another health care provider;
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•
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regulatory compliance programs; and
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•
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disparate operating, information and record keeping systems and technology platforms.
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•
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incur or guarantee additional indebtedness or issue certain preferred stock;
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•
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transfer or sell assets;
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•
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make certain investments and loans;
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•
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pay dividends or distributions, redeem subordinated indebtedness, or make other restricted payments;
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•
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create or incur liens;
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•
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incur dividend or other payment restrictions affecting certain subsidiaries;
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•
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issue capital stock of our subsidiaries;
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•
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enter into hedging transactions or sale and leaseback transactions;
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•
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consummate a merger, consolidation or sale of all or substantially all of our assets or the assets of any of our subsidiaries; and
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•
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enter into transactions with affiliates.
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•
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make us more vulnerable to general adverse economic, regulatory and industry conditions;
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•
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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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•
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place us at a competitive disadvantage compared to our competitors that have less debt;
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•
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require us to dedicate a substantial portion of our cash flow to service our debt, reducing the availability of our cash flow and such proceeds to fund working capital, capital expenditures and other general corporate purposes; or
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•
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restrict us from making strategic acquisitions or exploiting other business opportunities.
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•
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it was insolvent or rendered insolvent by reason of issuing the guarantee;
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•
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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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•
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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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•
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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, or subordinate the guarantee of the indebtedness outstanding under the Senior Credit Facilities to other debt.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Birmingham, AL
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Savannah, GA
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Pearl, MS
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Jackson, TN
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Burbank, CA
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Elmhurst, IL
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Durham, NC
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Knoxville, TN
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Irvine, CA
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Silvis, IL
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Fayetteville, NC
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Memphis, TN
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Ontario, CA
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Lexington, KY
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Omaha, NE
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Nashville, TN
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Rohnert Park, CA
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Alexandria, LA
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Bedford, NH
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Austin, TX
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San Diego, CA
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Baton Rouge, LA
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Morris Plains, NJ
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Dallas, TX
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Cromwell, CT
(two locations)
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Covington, LA
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Chestnut Ridge, NY
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Houston, TX
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Norwalk, CT
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Hammond, LA
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Lake Success, NY
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Richardson, TX
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Vernon, CT
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Houma, LA
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New York, NY
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Texarkana, TX
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Coral Springs, FL
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Lafayette, LA
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Canfield, OH
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Annandale, VA
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Gainesville, FL
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Metairie, LA
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Cincinnati, OH
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Ashland, VA
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Jacksonville, FL
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Monroe, LA
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Columbus, OH
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Chantilly, VA
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Melbourne, FL
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Shreveport, LA
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Sylvania, OH
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Fredericksburg, VA
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Miami Lakes, FL
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Southborough, MA
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Dunmore, PA
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Norfolk, VA
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Tampa, FL
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Columbia, MD
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Sharpsburg, PA
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Roanoke, VA
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Albany, GA
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Auburn, ME
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West Chester, PA
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Rutland, VT
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Augusta, GA
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Auburn Hills, MI
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Pawtucket, RI
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Charleston, WV
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Brunswick, GA
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Eagan, MN
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Duncan, SC
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Morgantown, WV
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Norcross, GA
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Chesterfield, MO
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Mount Pleasant, SC
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Fairmont, WV
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
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High
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Low
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||||
2014
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First Quarter
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$
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9.05
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$
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6.63
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Second Quarter
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$
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8.45
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$
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5.93
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Third Quarter
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$
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8.75
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$
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6.75
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Fourth Quarter
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$
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7.01
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$
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5.44
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2013
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First Quarter
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$
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12.92
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$
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10.57
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Second Quarter
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$
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16.93
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$
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11.62
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Third Quarter
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$
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17.62
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$
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8.29
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Fourth Quarter
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$
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8.93
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$
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5.61
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Item 6.
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Selected Consolidated Financial Data
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December 31,
|
||||||||||||||||||
Balance Sheet Data
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2014
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2013
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2012
|
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2011
|
|
2010
|
||||||||||
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(in thousands)
|
||||||||||||||||||
Working capital
(1)
|
$
|
25,902
|
|
|
$
|
51,891
|
|
|
$
|
122,352
|
|
|
$
|
31,603
|
|
|
$
|
(2,224
|
)
|
Total assets
(2)
|
$
|
824,713
|
|
|
$
|
871,900
|
|
|
$
|
579,131
|
|
|
$
|
557,831
|
|
|
$
|
530,016
|
|
Total debt
|
$
|
423,803
|
|
|
$
|
435,579
|
|
|
$
|
226,379
|
|
|
$
|
293,459
|
|
|
$
|
306,469
|
|
Stockholders’ equity
|
$
|
216,805
|
|
|
$
|
354,583
|
|
|
$
|
293,409
|
|
|
$
|
215,279
|
|
|
$
|
200,101
|
|
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
64,958
|
|
|
$
|
63,245
|
|
|
$
|
119,271
|
|
|
$
|
133,971
|
|
|
Year Ended December 31,
|
||||||||||||||||||
Statement of Operations Data
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Revenue
|
$
|
984,055
|
|
|
$
|
769,458
|
|
|
$
|
593,447
|
|
|
$
|
484,871
|
|
|
$
|
375,920
|
|
Gross profit
|
261,066
|
|
|
243,613
|
|
|
195,902
|
|
|
184,150
|
|
|
134,384
|
|
|||||
Selling, general and administrative expenses
|
239,810
|
|
|
209,627
|
|
|
162,879
|
|
|
145,457
|
|
|
117,261
|
|
|||||
Change in fair value of contingent consideration
|
(7,364
|
)
|
|
(5,786
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Bad debt expense
|
79,574
|
|
|
19,625
|
|
|
13,201
|
|
|
10,418
|
|
|
6,257
|
|
|||||
Acquisition and integration expenses
(3)
|
17,924
|
|
|
16,130
|
|
|
4,046
|
|
|
—
|
|
|
5,924
|
|
|||||
Restructuring and other expenses
(4)
|
15,646
|
|
|
7,718
|
|
|
5,143
|
|
|
7,904
|
|
|
3,952
|
|
|||||
Amortization of intangibles
|
6,555
|
|
|
6,671
|
|
|
3,957
|
|
|
3,376
|
|
|
2,522
|
|
|||||
Income (loss) from operations
|
(91,079
|
)
|
|
(10,372
|
)
|
|
6,676
|
|
|
16,995
|
|
|
(1,532
|
)
|
|||||
Interest expense, net
|
38,539
|
|
|
28,198
|
|
|
26,068
|
|
|
25,544
|
|
|
23,561
|
|
|||||
Loss on extinguishment of debt
(5)
|
2,373
|
|
|
15,898
|
|
|
—
|
|
|
—
|
|
|
2,954
|
|
|||||
Loss from continuing operations, before income taxes
|
(131,991
|
)
|
|
(54,468
|
)
|
|
(19,392
|
)
|
|
(8,549
|
)
|
|
(28,047
|
)
|
|||||
Income tax expense (benefit)
(6)
|
11,391
|
|
|
2,523
|
|
|
(7,117
|
)
|
|
(2,977
|
)
|
|
45,201
|
|
|||||
Loss from continuing operations, net of income taxes
|
(143,382
|
)
|
|
(56,991
|
)
|
|
(12,275
|
)
|
|
(5,572
|
)
|
|
(73,248
|
)
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
(4,086
|
)
|
|
(12,663
|
)
|
|
76,982
|
|
|
13,444
|
|
|
4,106
|
|
|||||
Net income (loss)
|
$
|
(147,468
|
)
|
|
$
|
(69,654
|
)
|
|
$
|
64,707
|
|
|
$
|
7,872
|
|
|
$
|
(69,142
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations, basic and diluted
|
$
|
(2.09
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.45
|
)
|
Income (loss) from discontinued operations, basic and diluted
|
(0.06
|
)
|
|
(0.19
|
)
|
|
1.37
|
|
|
0.24
|
|
|
0.08
|
|
|||||
Net income (loss), basic and diluted
(7)
|
$
|
(2.15
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
1.15
|
|
|
$
|
0.14
|
|
|
$
|
(1.37
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding, basic and diluted
|
68,476
|
|
|
64,560
|
|
|
56,239
|
|
|
54,505
|
|
|
50,374
|
|
(1)
|
Working capital calculation excludes current assets of discontinued operations and current liabilities of discontinued operations as of December 31, 2013, 2012, 2011 and 2010.
|
(2)
|
Total assets excludes total assets of discontinued operations as of December 31, 2013, 2012, 2011 and 2010.
|
(3)
|
Acquisition and integration expenses are related to the acquisitions of the CarePoint Partners Business (acquired August 23, 2013), HomeChoice Partners (February 1, 2013), InfuScience (July 31, 2012), DS Pharmacy (July 29, 2010) and CHS (March 25, 2010) as well as costs associated with the divestiture resulting from the Pharmacy Services Asset Sale (February 1, 2012) and the sale of the Home Health Business (March 31, 2014).
|
(4)
|
Restructuring and other expenses are related to our strategic assessment and related restructuring plans consisting primarily of employee severance and other benefit-related costs, third-party consulting costs and facility-related costs. Other costs include training and transitional costs, redundant salaries and certain fees incurred as a result of restructuring.
|
(5)
|
The total loss on extinguishment of debt in 2010 was $9.6 million of which $6.6 million is included in loss from discontinued operations.
|
(6)
|
The income tax expense of $45.2 million in 2010 relates to the recognition of a valuation allowance on deferred tax assets.
|
(7)
|
The net income (loss) per diluted share excludes the effect of all common stock equivalents for all years as their inclusion would be anti-dilutive to loss per share from continuing operations.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
||||||||||||
Government
|
|
$
|
25,812
|
|
|
$
|
13,036
|
|
|
$
|
38,848
|
|
|
$
|
27,622
|
|
|
$
|
7,864
|
|
|
$
|
35,486
|
|
Commercial
|
|
117,699
|
|
|
35,302
|
|
|
153,001
|
|
|
122,661
|
|
|
26,975
|
|
|
149,636
|
|
||||||
Patient
|
|
4,899
|
|
|
10,562
|
|
|
15,461
|
|
|
2,792
|
|
|
2,110
|
|
|
4,902
|
|
||||||
Gross accounts receivable
|
|
$
|
148,410
|
|
|
$
|
58,900
|
|
|
207,310
|
|
|
$
|
153,075
|
|
|
$
|
36,949
|
|
|
190,024
|
|
||
Allowance for doubtful accounts
|
|
|
|
|
|
(66,500
|
)
|
|
|
|
|
|
(17,836
|
)
|
||||||||||
Net accounts receivable
|
|
|
|
|
|
$
|
140,810
|
|
|
|
|
|
|
$
|
172,188
|
|
•
|
Re-licensure and new managed care credentialing was required in connection with the CarePoint Business;
|
•
|
Medicare claims were not filed until retraining and review of eligibility was performed;
|
•
|
Merged facilities and work teams in
seven
large markets and related employee turnover;
|
•
|
Conversion to a single version of our dispensing and billing system while still managing accounts receivable run-off on
five
other legacy versions; and
|
•
|
Cash posting challenges that delayed secondary and patient billings and patient statement issuance.
|
|
Year Ended December 31, (in thousands)
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
||||||||||
Revenue
|
$
|
984,055
|
|
|
|
$
|
769,458
|
|
|
|
$
|
214,597
|
|
||
Gross profit
|
$
|
261,066
|
|
26.5
|
%
|
|
$
|
243,613
|
|
31.7
|
%
|
|
$
|
17,453
|
|
Loss from operations
|
$
|
(91,079
|
)
|
(9.3
|
)%
|
|
$
|
(10,372
|
)
|
(1.3
|
)%
|
|
$
|
(80,707
|
)
|
Interest expense, net
|
$
|
38,539
|
|
3.9
|
%
|
|
$
|
28,198
|
|
3.7
|
%
|
|
$
|
10,341
|
|
Loss from continuing operations, before income taxes
|
$
|
(131,991
|
)
|
(13.4
|
)%
|
|
$
|
(54,468
|
)
|
(7.1
|
)%
|
|
$
|
(77,523
|
)
|
Loss from continuing operations, net of income taxes
|
$
|
(143,382
|
)
|
(14.6
|
)%
|
|
$
|
(56,991
|
)
|
(7.4
|
)%
|
|
$
|
(86,391
|
)
|
Loss from discontinued operations, net of income taxes
|
$
|
(4,086
|
)
|
(0.4
|
)%
|
|
$
|
(12,663
|
)
|
(1.6
|
)%
|
|
$
|
8,577
|
|
Net loss
|
$
|
(147,468
|
)
|
(15.0
|
)%
|
|
$
|
(69,654
|
)
|
(9.1
|
)%
|
|
$
|
(77,814
|
)
|
|
Year Ended December 31, (in thousands)
|
||||||||||||||
|
2013
|
|
2012
|
|
Change
|
||||||||||
Revenue
|
$
|
769,458
|
|
|
|
$
|
593,447
|
|
|
|
$
|
176,011
|
|
||
Gross profit
|
$
|
243,613
|
|
31.7
|
%
|
|
$
|
195,902
|
|
33.0
|
%
|
|
$
|
47,711
|
|
Income (loss) from operations
|
$
|
(10,372
|
)
|
(1.3
|
)%
|
|
$
|
6,676
|
|
1.1
|
%
|
|
$
|
(17,048
|
)
|
Interest expense, net
|
$
|
28,198
|
|
3.7
|
%
|
|
$
|
26,068
|
|
4.4
|
%
|
|
$
|
2,130
|
|
Income (loss) from continuing operations, before income taxes
|
$
|
(54,468
|
)
|
(7.1
|
)%
|
|
$
|
(19,392
|
)
|
(3.3
|
)%
|
|
$
|
(35,076
|
)
|
Loss from continuing operations, net of income taxes
|
$
|
(56,991
|
)
|
(7.4
|
)%
|
|
$
|
(12,275
|
)
|
(2.1
|
)%
|
|
$
|
(44,716
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
$
|
(12,663
|
)
|
(1.6
|
)%
|
|
$
|
76,982
|
|
13.0
|
%
|
|
$
|
(89,645
|
)
|
Net income (loss)
|
$
|
(69,654
|
)
|
(9.1
|
)%
|
|
$
|
64,707
|
|
10.9
|
%
|
|
$
|
(134,361
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Results of Operations:
|
(in thousands)
|
||||||||||
Adjusted EBITDA by Segment before corporate overhead:
|
|
|
|
|
|
||||||
Infusion Services
|
$
|
6,501
|
|
|
$
|
60,686
|
|
|
$
|
35,421
|
|
PBM Services
|
6,731
|
|
|
17,094
|
|
|
25,644
|
|
|||
Total Segment Adjusted EBITDA
|
13,232
|
|
|
77,780
|
|
|
61,065
|
|
|||
Corporate overhead
|
(36,264
|
)
|
|
(32,042
|
)
|
|
(26,755
|
)
|
|||
Consolidated Adjusted EBITDA
|
(23,032
|
)
|
|
45,738
|
|
|
34,310
|
|
|||
Interest expense, net
|
(38,539
|
)
|
|
(28,198
|
)
|
|
(26,068
|
)
|
|||
Loss on extinguishment of debt
|
(2,373
|
)
|
|
(15,898
|
)
|
|
—
|
|
|||
Income tax benefit (expense)
|
(11,391
|
)
|
|
(2,523
|
)
|
|
7,117
|
|
|||
Depreciation
|
(16,388
|
)
|
|
(13,381
|
)
|
|
(8,367
|
)
|
|||
Amortization of intangibles
|
(6,555
|
)
|
|
(6,671
|
)
|
|
(3,957
|
)
|
|||
Stock-based compensation expense
|
(8,570
|
)
|
|
(9,450
|
)
|
|
(6,122
|
)
|
|||
Acquisition and integration expenses
|
(17,924
|
)
|
|
(16,130
|
)
|
|
(4,046
|
)
|
|||
Restructuring and other expenses and investments
|
(18,610
|
)
|
|
(10,478
|
)
|
|
(5,142
|
)
|
|||
Loss from continuing operations, net of taxes
|
$
|
(143,382
|
)
|
|
$
|
(56,991
|
)
|
|
$
|
(12,275
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
(1)
|
|
2013
(2)
|
|
2012
(3)
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Loss from continuing operations, net of income taxes
|
|
$
|
(143,382
|
)
|
|
$
|
(56,991
|
)
|
|
$
|
(12,275
|
)
|
Non-GAAP adjustments, net of income taxes:
|
|
|
|
|
|
|
||||||
Restructuring and other expenses and investments
(4)
|
|
18,610
|
|
|
10,478
|
|
|
5,142
|
|
|||
Loss on extinguishment of debt
|
|
2,373
|
|
|
15,894
|
|
|
—
|
|
|||
Acquisition and integration expenses
|
|
17,924
|
|
|
16,126
|
|
|
4,046
|
|
|||
Amortization of intangibles
|
|
6,555
|
|
|
6,669
|
|
|
3,957
|
|
|||
Stock-based compensation expense
|
|
8,570
|
|
|
9,448
|
|
|
6,122
|
|
|||
Non-GAAP net income (loss) from continuing operations
|
|
$
|
(89,350
|
)
|
|
$
|
1,624
|
|
|
$
|
6,992
|
|
|
|
|
|
|
|
|
||||||
Loss per share from continuing operations, basic and diluted
|
|
$
|
(2.09
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.22
|
)
|
Non-GAAP adjustments, net of income taxes:
|
|
|
|
|
|
|
||||||
Restructuring and other expenses and investments
(4)
|
|
0.27
|
|
|
0.16
|
|
|
0.09
|
|
|||
Loss on extinguishment of debt
|
|
0.03
|
|
|
0.25
|
|
|
—
|
|
|||
Acquisition and integration expenses
|
|
0.26
|
|
|
0.25
|
|
|
0.07
|
|
|||
Amortization of intangibles
|
|
0.10
|
|
|
0.10
|
|
|
0.07
|
|
|||
Stock-based compensation expense
|
|
0.13
|
|
|
0.15
|
|
|
0.11
|
|
|||
Non-GAAP earnings (loss) per share from continuing operations, basic and diluted
|
|
$
|
(1.30
|
)
|
|
$
|
0.02
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding, basic and diluted
|
|
68,476
|
|
|
64,560
|
|
|
56,239
|
|
(1)
|
For the year ended
December 31, 2014
non-GAAP net loss from continuing operations adjustments are net of tax, calculated using an annual effective tax rate method. However, the Company has recorded a full valuation allowance on its deferred tax assets and, as a result, no tax benefit is being recognized for the non-GAAP net loss from continuing operations. The tax expense in continuing operations relates to indefinite-lived intangible assets and an insignificant amount of state tax expense which would not be impacted by the non-GAAP adjustments above. Accordingly, no tax expense has been allocated to the non-GAAP adjustments.
|
(2)
|
For the year ended
December 31, 2013
, non-GAAP net income from continuing operations adjustments are net of tax, calculated using an annual effective tax rate method. The tax expense netted against restructuring and other expenses and investments, loss on extinguishment of debt, acquisition and integration expenses, amortization of intangibles, and stock-based compensation expense was
$3
,
$4
,
$4
,
$2
and
$2
, respectively. The tax effect of these adjustments on a per share basis is not meaningful.
|
(3)
|
For the year ended
December 31, 2012
, non-GAAP net income from continuing operations adjustments are net of tax, calculated using an annual effective tax rate method. However, the Company has recorded a full valuation allowance on its deferred tax assets and, as a result, no tax benefit is being recognized for the non-GAAP net loss from continuing operations. The tax expense in continuing operations relates to indefinite-lived intangible assets and an insignificant amount of state tax expense which would not be impacted by the non-GAAP adjustments above. Accordingly, no tax expense has been allocated to the non-GAAP adjustments.
|
(4)
|
Restructuring and other expenses and investments include costs associated with restructuring such as employee severance, third party consulting costs and facility closure costs; training and transitional costs as well as redundant salaries; losses in the short-term investment in the unconsolidated affiliate; and investments in start-up branch locations.
|
|
|
|
Payments Due in Year Ending December 31,
|
||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and Beyond
|
||||||||||||||
Long-term debt
(1)
|
$
|
618,974
|
|
|
$
|
32,229
|
|
|
$
|
32,229
|
|
|
$
|
32,229
|
|
|
$
|
32,229
|
|
|
$
|
32,229
|
|
|
$
|
457,829
|
|
Operating lease obligations
|
31,313
|
|
|
8,590
|
|
|
7,243
|
|
|
6,205
|
|
|
4,308
|
|
|
2,634
|
|
|
2,333
|
|
|||||||
Capital lease obligations
(1)
|
614
|
|
|
418
|
|
|
122
|
|
|
62
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|||||||
Settlement agreement
(2)
|
12,557
|
|
|
6,181
|
|
|
6,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase commitment
(3)
|
47,362
|
|
|
47,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
710,820
|
|
|
$
|
94,780
|
|
|
$
|
45,970
|
|
|
$
|
38,496
|
|
|
$
|
36,549
|
|
|
$
|
34,863
|
|
|
$
|
460,162
|
|
(1)
|
Includes principal and estimated interest.
|
(2)
|
Includes estimated interest.
|
(3)
|
Commitment to purchase prescription drugs from drug manufacturers.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
740
|
|
|
$
|
1,001
|
|
Receivables, less allowance for doubtful accounts of $66,500 and $17,836
at December 31, 2014 and December 31, 2013, respectively
|
140,810
|
|
|
172,188
|
|
||
Inventory
|
37,215
|
|
|
34,341
|
|
||
Prepaid expenses and other current assets
|
9,450
|
|
|
14,110
|
|
||
Current assets of discontinued operations
|
—
|
|
|
15,316
|
|
||
Total current assets
|
188,215
|
|
|
236,956
|
|
||
Property and equipment, net
|
38,171
|
|
|
41,182
|
|
||
Goodwill
|
573,323
|
|
|
571,337
|
|
||
Intangible assets, net
|
10,269
|
|
|
16,824
|
|
||
Deferred financing costs
|
13,463
|
|
|
17,184
|
|
||
Other non-current assets
|
1,272
|
|
|
3,733
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
49,642
|
|
||
Total assets
|
$
|
824,713
|
|
|
$
|
936,858
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
5,395
|
|
|
$
|
60,257
|
|
Accounts payable
|
90,032
|
|
|
63,575
|
|
||
Claims payable
|
8,162
|
|
|
2,547
|
|
||
Amounts due to plan sponsors
|
5,779
|
|
|
4,826
|
|
||
Accrued interest
|
6,853
|
|
|
2,173
|
|
||
Accrued expenses and other current liabilities
|
46,092
|
|
|
36,371
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
6,576
|
|
||
Total current liabilities
|
162,313
|
|
|
176,325
|
|
||
Long-term debt, net of current portion
|
418,408
|
|
|
375,322
|
|
||
Deferred taxes
|
19,058
|
|
|
6,935
|
|
||
Other non-current liabilities
|
8,129
|
|
|
17,540
|
|
||
Non-current liabilities of discontinued operations
|
—
|
|
|
6,153
|
|
||
Total liabilities
|
607,908
|
|
|
582,275
|
|
||
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; 71,274,064 and 70,711,439 shares issued and 68,636,965 and 68,128,919 shares outstanding as of December 31, 2014 and 2013, respectively
|
8
|
|
|
7
|
|
||
Treasury stock, 2,637,099 and 2,582,520 shares, at cost, as of December 31, 2014 and 2013
|
(10,679
|
)
|
|
(10,311
|
)
|
||
Additional paid-in capital
|
529,682
|
|
|
519,625
|
|
||
Accumulated deficit
|
(302,206
|
)
|
|
(154,738
|
)
|
||
Total stockholders’ equity
|
216,805
|
|
|
354,583
|
|
||
Total liabilities and stockholders’ equity
|
$
|
824,713
|
|
|
$
|
936,858
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Product revenue
|
$
|
901,653
|
|
|
$
|
675,684
|
|
|
$
|
471,506
|
|
Service revenue
|
82,402
|
|
|
93,774
|
|
|
121,941
|
|
|||
Total revenue
|
984,055
|
|
|
769,458
|
|
|
593,447
|
|
|||
|
|
|
|
|
|
||||||
Cost of product revenue
|
645,419
|
|
|
466,155
|
|
|
325,271
|
|
|||
Cost of service revenue
|
77,570
|
|
|
59,690
|
|
|
72,274
|
|
|||
Total cost of revenue
|
722,989
|
|
|
525,845
|
|
|
397,545
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
261,066
|
|
|
243,613
|
|
|
195,902
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
239,810
|
|
|
209,627
|
|
|
162,879
|
|
|||
Change in fair value of contingent consideration
|
(7,364
|
)
|
|
(5,786
|
)
|
|
—
|
|
|||
Bad debt expense
|
79,574
|
|
|
19,625
|
|
|
13,201
|
|
|||
Acquisition and integration expenses
|
17,924
|
|
|
16,130
|
|
|
4,046
|
|
|||
Restructuring and other expenses
|
15,646
|
|
|
7,718
|
|
|
5,143
|
|
|||
Amortization of intangibles
|
6,555
|
|
|
6,671
|
|
|
3,957
|
|
|||
Income (loss) from operations
|
(91,079
|
)
|
|
(10,372
|
)
|
|
6,676
|
|
|||
Interest expense, net
|
38,539
|
|
|
28,198
|
|
|
26,068
|
|
|||
Loss on extinguishment of debt
|
2,373
|
|
|
15,898
|
|
|
—
|
|
|||
Loss from continuing operations, before income taxes
|
(131,991
|
)
|
|
(54,468
|
)
|
|
(19,392
|
)
|
|||
Income tax provision (benefit)
|
11,391
|
|
|
2,523
|
|
|
(7,117
|
)
|
|||
Loss from continuing operations, net of income taxes
|
(143,382
|
)
|
|
(56,991
|
)
|
|
(12,275
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(4,086
|
)
|
|
(12,663
|
)
|
|
76,982
|
|
|||
Net income (loss)
|
$
|
(147,468
|
)
|
|
$
|
(69,654
|
)
|
|
$
|
64,707
|
|
|
|
|
|
|
|
||||||
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Loss from continuing operations, basic and diluted
|
$
|
(2.09
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.22
|
)
|
Income (loss) from discontinued operations, basic and diluted
|
(0.06
|
)
|
|
(0.19
|
)
|
|
1.37
|
|
|||
Income (loss), basic and diluted
|
$
|
(2.15
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
1.15
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic and diluted
|
68,476
|
|
|
64,560
|
|
|
56,239
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders'
Equity
|
||||||||||
Balance at December 31, 2011
|
$
|
6
|
|
|
$
|
(10,461
|
)
|
|
$
|
375,525
|
|
|
$
|
(149,791
|
)
|
|
$
|
215,279
|
|
Exercise of employee stock compensation plans
|
—
|
|
|
—
|
|
|
8,611
|
|
|
—
|
|
|
8,611
|
|
|||||
Surrender of stock to satisfy minimum tax withholding
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|||||
Issuance of treasury stock for restricted stock vesting
|
—
|
|
|
324
|
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|||||
Compensation under employee stock compensation plan
|
—
|
|
|
—
|
|
|
4,986
|
|
|
—
|
|
|
4,986
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
64,707
|
|
|
64,707
|
|
|||||
Balance at December 31, 2012
|
6
|
|
|
(10,311
|
)
|
|
388,798
|
|
|
(85,084
|
)
|
|
293,409
|
|
|||||
Net proceeds of public stock offering
|
1
|
|
|
—
|
|
|
118,381
|
|
|
—
|
|
|
118,382
|
|
|||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
2,549
|
|
|
—
|
|
|
2,549
|
|
|||||
Compensation under employee stock compensation plan
|
—
|
|
|
—
|
|
|
9,498
|
|
|
—
|
|
|
9,498
|
|
|||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
399
|
|
|
—
|
|
|
399
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,654
|
)
|
|
(69,654
|
)
|
|||||
Balance at December 31, 2013
|
7
|
|
|
(10,311
|
)
|
|
519,625
|
|
|
(154,738
|
)
|
|
354,583
|
|
|||||
Exercise of stock options
|
1
|
|
|
—
|
|
|
1,467
|
|
|
—
|
|
|
1,468
|
|
|||||
Surrender of stock to satisfy minimum tax withholding
|
—
|
|
|
(368
|
)
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|||||
Compensation under employee stock compensation plan
|
—
|
|
|
—
|
|
|
8,590
|
|
|
—
|
|
|
8,590
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(147,468
|
)
|
|
(147,468
|
)
|
|||||
Balance at December 31, 2014
|
$
|
8
|
|
|
$
|
(10,679
|
)
|
|
$
|
529,682
|
|
|
$
|
(302,206
|
)
|
|
$
|
216,805
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(147,468
|
)
|
|
$
|
(69,654
|
)
|
|
$
|
64,707
|
|
Less: Income (loss) from discontinued operations, net of income taxes
|
(4,086
|
)
|
|
(12,663
|
)
|
|
76,982
|
|
|||
Loss from continuing operations, net of income taxes
|
(143,382
|
)
|
|
(56,991
|
)
|
|
(12,275
|
)
|
|||
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation
|
16,388
|
|
|
13,381
|
|
|
8,367
|
|
|||
Amortization of intangibles
|
6,555
|
|
|
6,671
|
|
|
3,957
|
|
|||
Amortization of deferred financing costs and debt discount
|
4,153
|
|
|
2,259
|
|
|
1,261
|
|
|||
Change in fair value of contingent consideration
|
(7,364
|
)
|
|
(5,786
|
)
|
|
—
|
|
|||
Change in deferred income tax
|
12,318
|
|
|
4,801
|
|
|
(32
|
)
|
|||
Compensation under stock-based compensation plans
|
8,570
|
|
|
9,450
|
|
|
6,122
|
|
|||
Loss on disposal of fixed assets
|
—
|
|
|
—
|
|
|
156
|
|
|||
Loss on extinguishment of debt
|
2,373
|
|
|
15,898
|
|
|
—
|
|
|||
Equity in earnings of unconsolidated affiliate
|
—
|
|
|
675
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
|
|
||||
Receivables, net of bad debt expense
|
30,650
|
|
|
(33,511
|
)
|
|
103,937
|
|
|||
Inventory
|
(2,952
|
)
|
|
4,939
|
|
|
(15,249
|
)
|
|||
Prepaid expenses and other assets
|
5,464
|
|
|
(456
|
)
|
|
3,805
|
|
|||
Accounts payable
|
26,021
|
|
|
22,260
|
|
|
(48,369
|
)
|
|||
Claims payable
|
5,614
|
|
|
(4,864
|
)
|
|
(4,354
|
)
|
|||
Amounts due to plan sponsors
|
953
|
|
|
(13,105
|
)
|
|
(7,025
|
)
|
|||
Accrued interest
|
4,681
|
|
|
(3,627
|
)
|
|
(22
|
)
|
|||
Accrued expenses and other liabilities
|
5,313
|
|
|
(8,005
|
)
|
|
9,062
|
|
|||
Net cash provided by (used in) operating activities from continuing operations
|
(24,645
|
)
|
|
(46,011
|
)
|
|
49,341
|
|
|||
Net cash provided by (used in) operating activities from discontinued operations
|
(6,771
|
)
|
|
(8,542
|
)
|
|
(22,457
|
)
|
|||
Net cash provided by (used in) operating activities
|
(31,416
|
)
|
|
(54,553
|
)
|
|
26,884
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment, net
|
(13,829
|
)
|
|
(25,525
|
)
|
|
(10,658
|
)
|
|||
Cash consideration paid for acquisitions, net of cash acquired
|
(454
|
)
|
|
(282,998
|
)
|
|
(43,046
|
)
|
|||
Net cash proceeds from sale of unconsolidated affiliate
|
852
|
|
|
8,617
|
|
|
—
|
|
|||
Cash advances to unconsolidated affiliate
|
—
|
|
|
(2,363
|
)
|
|
—
|
|
|||
Cash consideration paid to DS Pharmacy
|
—
|
|
|
—
|
|
|
(2,935
|
)
|
|||
Cash consideration paid for unconsolidated affiliate, net of cash acquired
|
—
|
|
|
—
|
|
|
(10,652
|
)
|
|||
Net cash used in investing activities from continuing operations
|
(13,431
|
)
|
|
(302,269
|
)
|
|
(67,291
|
)
|
|||
Net cash provided by (used in) investing activities from discontinued operations
|
57,688
|
|
|
(101
|
)
|
|
161,171
|
|
|||
Net cash provided by (used in) investing activities
|
44,257
|
|
|
(302,370
|
)
|
|
93,880
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from public stock offering
|
—
|
|
|
118,382
|
|
|
—
|
|
|||
Proceeds from senior notes due 2021, net of discount, lenders' fees and other expenses
|
194,539
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from senior credit facilities, net of fees paid to issuers
|
—
|
|
|
378,091
|
|
|
—
|
|
|||
Repayment of 10 1/4% senior unsecured notes
|
—
|
|
|
(237,397
|
)
|
|
—
|
|
|||
Deferred and other financing costs
|
(1,135
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on revolving credit facility
|
244,700
|
|
|
449,559
|
|
|
1,244,050
|
|
|||
Repayments on revolving credit facility
|
(279,703
|
)
|
|
(409,559
|
)
|
|
(1,307,872
|
)
|
|||
Principal payments of long-term debt
|
(172,243
|
)
|
|
(5,000
|
)
|
|
—
|
|
|||
Repayments of capital leases
|
(360
|
)
|
|
(802
|
)
|
|
(3,278
|
)
|
|||
Net proceeds from exercise of employee stock compensation plans
|
1,468
|
|
|
2,549
|
|
|
8,611
|
|
|||
Surrender of stock to satisfy minimum tax withholding
|
(368
|
)
|
|
—
|
|
|
(174
|
)
|
|||
Net cash provided by (used in) financing activities
|
(13,102
|
)
|
|
295,823
|
|
|
(58,663
|
)
|
|||
Net change in cash and cash equivalents
|
(261
|
)
|
|
(61,100
|
)
|
|
62,101
|
|
|||
Cash and cash equivalents - beginning of period
|
1,001
|
|
|
62,101
|
|
|
—
|
|
|||
Cash and cash equivalents - end of period
|
$
|
740
|
|
|
$
|
1,001
|
|
|
$
|
62,101
|
|
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
34,133
|
|
|
$
|
25,589
|
|
|
$
|
27,528
|
|
Cash paid during the period for income taxes, net of refunds
|
$
|
1,651
|
|
|
$
|
3,137
|
|
|
$
|
1,042
|
|
DISCLOSURE OF NON-CASH TRANSACTIONS:
|
|
|
|
|
|
||||||
Capital lease obligations incurred to acquire property and equipment
|
$
|
107
|
|
|
$
|
20
|
|
|
$
|
6,631
|
|
•
|
Level 1 - Inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 - Inputs to the fair value measurement are unobservable inputs or valuation techniques.
|
•
|
Re-licensure and new managed care credentialing was required in connection with the CarePoint Business;
|
•
|
Medicare claims were not filed until retraining and review of eligibility was performed;
|
•
|
Merged facilities and work teams in
seven
large markets and related employee turnover;
|
•
|
Conversion to a single version of our dispensing and billing system while still managing accounts receivable run-off on
five
other legacy versions; and
|
•
|
Cash posting challenges that delayed secondary and patient billings and patient statement issuance.
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
||||||
Government
|
|
25,812
|
|
|
13,036
|
|
|
38,848
|
|
|
27,622
|
|
|
7,864
|
|
|
35,486
|
|
Commercial
|
|
117,699
|
|
|
35,302
|
|
|
153,001
|
|
|
122,661
|
|
|
26,975
|
|
|
149,636
|
|
Patient
|
|
4,899
|
|
|
10,562
|
|
|
15,461
|
|
|
2,792
|
|
|
2,110
|
|
|
4,902
|
|
Gross accounts receivable
|
|
148,410
|
|
|
58,900
|
|
|
207,310
|
|
|
153,075
|
|
|
36,949
|
|
|
190,024
|
|
Allowance for doubtful accounts
|
|
|
|
|
|
(66,500
|
)
|
|
|
|
|
|
(17,836
|
)
|
||||
Net accounts receivable
|
|
|
|
|
|
140,810
|
|
|
|
|
|
|
172,188
|
|
Asset
|
|
Useful Life
|
||||
Computer hardware and software
|
|
3
|
years
|
-
|
5
|
years
|
Office equipment
|
|
|
|
|
5
|
years
|
Vehicles
|
|
4
|
years
|
-
|
5
|
years
|
Medical equipment
|
|
13
|
months
|
-
|
5
|
years
|
Furniture and fixtures
|
|
|
|
|
5
|
years
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Loss from continuing operations, net of income taxes
|
$
|
(143,382
|
)
|
|
$
|
(56,991
|
)
|
|
$
|
(12,275
|
)
|
Income from discontinued operations, net of income taxes
|
(4,086
|
)
|
|
(12,663
|
)
|
|
76,982
|
|
|||
Net income (loss)
|
$
|
(147,468
|
)
|
|
$
|
(69,654
|
)
|
|
$
|
64,707
|
|
Denominator - Basic and Diluted:
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
68,476
|
|
|
64,560
|
|
|
56,239
|
|
|||
Earnings Per Common Share:
|
|
|
|
|
|
||||||
Loss from continuing operations, basic and diluted
|
$
|
(2.09
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.22
|
)
|
Income (loss) from discontinued operations, basic and diluted
|
(0.06
|
)
|
|
(0.19
|
)
|
|
1.37
|
|
|||
Income (loss) per common share, basic and diluted
|
$
|
(2.15
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
1.15
|
|
NOTE 4--
|
ACQUISITIONS
|
|
Fair Value
|
||
Cash
|
$
|
14
|
|
Accounts receivable
|
15,917
|
|
|
Inventories
|
3,184
|
|
|
Other current assets
|
215
|
|
|
Property and equipment
|
3,266
|
|
|
Identifiable intangible assets
(1)
|
16,700
|
|
|
Current liabilities
|
(8,697
|
)
|
|
Non-current liabilities
|
(721
|
)
|
|
Total identifiable net assets
|
29,878
|
|
|
Goodwill
|
189,214
|
|
|
Total cash and fair value of contingent consideration
|
$
|
219,092
|
|
(1)
|
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets (in thousands):
|
|
Weighted-
Average Useful Lives |
|
Amounts
Recognized as of the Closing Date |
||
Customer relationships
|
2 - 4 years
|
|
$
|
13,600
|
|
Trademarks
|
2 years
|
|
2,600
|
|
|
Non-compete agreements
|
5 years
|
|
500
|
|
|
Total identifiable intangible assets acquired
|
|
|
$
|
16,700
|
|
|
Fair Value
|
||
Accounts receivable
|
$
|
9,693
|
|
Inventories
|
1,984
|
|
|
Other current assets
|
154
|
|
|
Property and equipment
|
2,432
|
|
|
Identifiable intangible assets
(1)
|
4,000
|
|
|
Other non-current assets
|
30
|
|
|
Current liabilities
|
(4,073
|
)
|
|
Total identifiable net assets
|
14,220
|
|
|
Goodwill
|
66,701
|
|
|
Total cash and fair value of contingent consideration
|
$
|
80,921
|
|
(1)
|
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets (in thousands):
|
|
Weighted-
Average Useful Lives |
|
Amounts
Recognized at the Closing Date |
||
Customer relationships
|
5 mo. - 3 years
|
|
$
|
2,000
|
|
Trademarks
|
23 months
|
|
1,000
|
|
|
Non-compete agreements
|
1 year
|
|
1,000
|
|
|
Total identifiable intangible assets acquired
|
|
|
$
|
4,000
|
|
|
Fair Value
|
||
Cash
|
$
|
23
|
|
Accounts receivable
|
4,938
|
|
|
Inventories
|
586
|
|
|
Other current assets
|
371
|
|
|
Property and equipment
|
751
|
|
|
Identifiable intangible assets
(1)
|
400
|
|
|
Other non-current assets
|
349
|
|
|
Current liabilities
|
(4,428
|
)
|
|
Total identifiable net assets
|
2,990
|
|
|
Goodwill
|
38,429
|
|
|
Total cash and fair value of contingent consideration
|
$
|
41,419
|
|
(1)
|
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets (in thousands):
|
|
Weighted-
Average Useful Lives |
|
Amounts
Recognized at the Closing Date |
||
Customer relationships
|
5 months
|
|
$
|
400
|
|
Total identifiable intangible assets acquired
|
|
|
$
|
400
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Legal and professional fees
|
$
|
6,931
|
|
|
$
|
5,113
|
|
|
$
|
2,941
|
|
Financial advisory fees
|
—
|
|
|
2,413
|
|
|
—
|
|
|||
Employee costs including redundant salaries and benefits and severance
|
2,016
|
|
|
3,554
|
|
|
806
|
|
|||
Facilities consolidation and discontinuation
|
1,401
|
|
|
1,621
|
|
|
110
|
|
|||
Bad debt expense and contractual adjustments related to acquired accounts receivable
|
5,430
|
|
|
—
|
|
|
—
|
|
|||
Legal settlement
|
334
|
|
|
2,300
|
|
|
—
|
|
|||
Other
|
1,812
|
|
|
1,129
|
|
|
189
|
|
|||
Total
|
$
|
17,924
|
|
|
$
|
16,130
|
|
|
$
|
4,046
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenues
|
$
|
876,942
|
|
|
$
|
824,624
|
|
Net loss from continuing operations
|
$
|
(58,829
|
)
|
|
$
|
(27,287
|
)
|
Basic loss per common share from continuing operations
|
$
|
(0.91
|
)
|
|
$
|
(0.49
|
)
|
Diluted loss per common share from continuing operations
|
$
|
(0.91
|
)
|
|
$
|
(0.49
|
)
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Interest expense
|
$
|
(3,734
|
)
|
|
$
|
(8,613
|
)
|
Amortization expense
|
$
|
(576
|
)
|
|
$
|
(4,094
|
)
|
Income tax expense (benefit)
|
$
|
(2,785
|
)
|
|
$
|
(4,357
|
)
|
|
|
Carrying Value
|
||
Net accounts receivable
|
|
$
|
12,597
|
|
Prepaid expenses and other current assets
|
|
242
|
|
|
Total current assets
|
|
12,839
|
|
|
Property and equipment, net
|
|
402
|
|
|
Goodwill
|
|
33,784
|
|
|
Intangible assets
|
|
15,400
|
|
|
Other non-current assets
|
|
28
|
|
|
Total assets
|
|
62,453
|
|
|
Accounts payable
|
|
673
|
|
|
Amounts due to plan sponsors
|
|
229
|
|
|
Accrued expenses and other current liabilities
|
|
3,008
|
|
|
Total liabilities
|
|
3,910
|
|
|
Net assets
|
|
$
|
58,543
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
18,551
|
|
|
$
|
72,737
|
|
|
$
|
69,190
|
|
Gross profit
|
$
|
6,918
|
|
|
$
|
28,201
|
|
|
$
|
29,058
|
|
Selling, general and administrative expenses
|
8,219
|
|
|
23,464
|
|
|
21,612
|
|
|||
Bad debt expense
|
902
|
|
|
1,338
|
|
|
834
|
|
|||
Income (loss) from operations
|
(2,203
|
)
|
|
3,399
|
|
|
6,612
|
|
|||
Gain on sale before income taxes
|
2,067
|
|
|
—
|
|
|
—
|
|
|||
Financial advisor fee and legal expenses
|
(2,875
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of assets
|
(452
|
)
|
|
—
|
|
|
—
|
|
|||
Other costs and expenses
|
(47
|
)
|
|
1
|
|
|
1
|
|
|||
Income (loss) before income taxes
|
(3,510
|
)
|
|
3,400
|
|
|
6,613
|
|
|||
Income tax expense (benefit)
|
(4,257
|
)
|
|
15
|
|
|
2,678
|
|
|||
Income from discontinued operations, net of income taxes
|
$
|
747
|
|
|
$
|
3,385
|
|
|
$
|
3,935
|
|
|
Carrying Value
|
||
Inventory
|
$
|
30,560
|
|
Prepaid expenses and other current assets
|
299
|
|
|
Total current assets
|
30,859
|
|
|
Property and equipment, net
|
1,592
|
|
|
Goodwill
|
11,754
|
|
|
Intangible assets, net
|
2,503
|
|
|
Total assets
|
$
|
46,708
|
|
|
Legal Settlement
|
|
Employee Severance
and Other Benefits
|
|
Other Costs
|
|
Total
|
||||||||
Balance at December 31, 2012
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
89
|
|
|
$
|
134
|
|
Expenses
|
15,000
|
|
|
186
|
|
|
7,410
|
|
|
22,596
|
|
||||
Cash payments
|
—
|
|
|
(103
|
)
|
|
(6,261
|
)
|
|
(6,364
|
)
|
||||
Non-cash charges
|
—
|
|
|
(36
|
)
|
|
(43
|
)
|
|
(79
|
)
|
||||
Balance at December 31, 2013
|
15,000
|
|
|
92
|
|
|
1,195
|
|
|
16,287
|
|
||||
Expenses
|
403
|
|
|
—
|
|
|
4,510
|
|
|
4,913
|
|
||||
Cash payments
|
(3,014
|
)
|
|
(92
|
)
|
|
(5,015
|
)
|
|
(8,121
|
)
|
||||
Non-cash charges
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
(81
|
)
|
||||
Balance at December 31, 2014
|
$
|
12,389
|
|
|
$
|
—
|
|
|
$
|
609
|
|
|
$
|
12,998
|
|
|
Years ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
(75
|
)
|
|
$
|
466,747
|
|
Gross profit
|
(439
|
)
|
|
(519
|
)
|
|
29,844
|
|
|||
Operating expenses
|
3,995
|
|
|
7,118
|
|
|
38,612
|
|
|||
Legal settlement expense
|
—
|
|
|
15,000
|
|
|
—
|
|
|||
Bad debt expense
|
—
|
|
|
—
|
|
|
12,931
|
|
|||
Interest (income) expense
|
403
|
|
|
(41
|
)
|
|
761
|
|
|||
Gain on sale
|
4
|
|
|
6,548
|
|
|
101,624
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
6,117
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(4,833
|
)
|
|
$
|
(16,048
|
)
|
|
$
|
73,047
|
|
|
Infusion Services
|
|
PBM
Services
|
|
Total
|
||||||
Balance at December 31, 2012
|
$
|
304,282
|
|
|
$
|
12,744
|
|
|
$
|
317,026
|
|
Acquisitions
|
254,304
|
|
|
—
|
|
|
254,304
|
|
|||
Other adjustments
|
7
|
|
|
—
|
|
|
7
|
|
|||
Balance at December 31, 2013
|
558,593
|
|
|
12,744
|
|
|
571,337
|
|
|||
Other adjustments
|
1,986
|
|
|
—
|
|
|
1,986
|
|
|||
Balance at December 31, 2014
|
$
|
560,579
|
|
|
$
|
12,744
|
|
|
$
|
573,323
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Finite Lived Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Infusion customer relationships
|
|
25,650
|
|
|
(16,615
|
)
|
|
9,035
|
|
|
25,650
|
|
|
(12,062
|
)
|
|
13,588
|
|
||||||
Infusion trademarks
|
|
6,200
|
|
|
(5,333
|
)
|
|
867
|
|
|
6,200
|
|
|
(3,514
|
)
|
|
2,686
|
|
||||||
Non-compete agreements
|
|
1,500
|
|
|
(1,133
|
)
|
|
367
|
|
|
1,500
|
|
|
(950
|
)
|
|
550
|
|
||||||
|
|
$
|
33,350
|
|
|
$
|
(23,081
|
)
|
|
$
|
10,269
|
|
|
$
|
33,350
|
|
|
$
|
(16,526
|
)
|
|
$
|
16,824
|
|
|
|
Estimated Useful Life
|
||||
Infusion customer relationships
|
|
5
|
months
|
-
|
4
|
years
|
Infusion trademarks
|
|
23
|
months
|
-
|
3
|
years
|
Non-compete agreements
|
|
1
|
year
|
-
|
5
|
years
|
Year ending December 31,
|
Estimated Amortization
|
||
2015
|
$
|
5,142
|
|
2016
|
3,078
|
|
|
2017
|
1,983
|
|
|
2018
|
66
|
|
|
2019
|
—
|
|
|
Thereafter
|
$
|
—
|
|
Total estimated amortization expense
|
$
|
10,269
|
|
|
|
Employee Severance
and Other Benefits
|
|
Consulting
Costs
|
|
Facility-Related Costs
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
163
|
|
|
$
|
20
|
|
|
$
|
841
|
|
|
$
|
1,024
|
|
Expenses
|
|
(163
|
)
|
|
(20
|
)
|
|
118
|
|
|
(65
|
)
|
||||
Cash payments
|
|
—
|
|
|
—
|
|
|
(438
|
)
|
|
(438
|
)
|
||||
Balance at December 31, 2013
|
|
—
|
|
|
—
|
|
|
521
|
|
|
521
|
|
||||
Expenses
|
|
—
|
|
|
—
|
|
|
248
|
|
|
248
|
|
||||
Cash payments
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
(351
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
418
|
|
|
|
Employee Severance
and Other Benefits
|
|
Consulting
Costs
|
|
Other Costs
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
559
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
704
|
|
Expenses
|
|
1,496
|
|
|
1,561
|
|
|
378
|
|
|
3,435
|
|
||||
Cash payments
|
|
(1,159
|
)
|
|
(155
|
)
|
|
(344
|
)
|
|
(1,658
|
)
|
||||
Balance at December 31, 2013
|
|
896
|
|
|
1,551
|
|
|
34
|
|
|
2,481
|
|
||||
Expenses
|
|
2,949
|
|
|
6,242
|
|
|
1,721
|
|
|
10,912
|
|
||||
Cash payments
|
|
(2,460
|
)
|
|
(7,312
|
)
|
|
(279
|
)
|
|
(10,051
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
1,385
|
|
|
$
|
481
|
|
|
$
|
1,476
|
|
|
$
|
3,342
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Computer and office equipment, including equipment acquired under capital leases
|
$
|
22,662
|
|
|
$
|
19,961
|
|
Software capitalized for internal use
|
14,914
|
|
|
13,746
|
|
||
Vehicles, including equipment acquired under capital leases
|
2,106
|
|
|
2,056
|
|
||
Medical equipment
|
27,668
|
|
|
22,247
|
|
||
Work in progress
|
3,287
|
|
|
8,815
|
|
||
Furniture and fixtures
|
4,487
|
|
|
4,291
|
|
||
Leasehold improvements
|
13,690
|
|
|
12,082
|
|
||
Property and equipment, gross
|
88,814
|
|
|
83,198
|
|
||
Less: Accumulated depreciation
|
(50,643
|
)
|
|
(42,016
|
)
|
||
Property and equipment, net
|
$
|
38,171
|
|
|
$
|
41,182
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Revolving Credit Facility
|
$
|
5,000
|
|
|
$
|
40,003
|
|
Term Loan Facilities
|
222,757
|
|
|
395,000
|
|
||
2021 Notes, net of unamortized discount
|
195,462
|
|
|
—
|
|
||
Capital leases
|
584
|
|
|
576
|
|
||
Total Debt
|
423,803
|
|
|
435,579
|
|
||
Less: Current portion
|
5,395
|
|
|
60,257
|
|
||
Long-term debt, net of current portion
|
$
|
418,408
|
|
|
$
|
375,322
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
2015 Note redemption premium
|
$
|
—
|
|
|
$
|
12,162
|
|
Write-off of deferred financing costs
|
2,373
|
|
|
3,501
|
|
||
Legal fees and other expenses
|
—
|
|
|
235
|
|
||
Loss on extinguishment of debt
|
$
|
2,373
|
|
|
$
|
15,898
|
|
Year Ending December 31,
|
|
Amount
|
||
2015
|
|
$
|
—
|
|
2016
|
|
—
|
|
|
2017
|
|
—
|
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
Thereafter
|
|
422,757
|
|
|
Total future maturities
|
|
$
|
422,757
|
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revolving Credit Facility
|
$
|
1,829
|
|
|
$
|
873
|
|
|
$
|
—
|
|
Term Loan Facilities
|
16,820
|
|
|
10,313
|
|
|
—
|
|
|||
2021 Notes
|
15,926
|
|
|
—
|
|
|
—
|
|
|||
Prior Credit Facility
|
—
|
|
|
765
|
|
|
2,675
|
|
|||
2015 Notes
|
—
|
|
|
13,960
|
|
|
23,063
|
|
|||
Amortization of deferred financing costs
|
3,691
|
|
|
2,259
|
|
|
1,261
|
|
|||
Amortization of debt discount
|
462
|
|
|
—
|
|
|
—
|
|
|||
Expense allocated to discontinued operations
|
—
|
|
|
41
|
|
|
(761
|
)
|
|||
Other, net
|
(189
|
)
|
|
(13
|
)
|
|
(170
|
)
|
|||
Interest expense, net
|
$
|
38,539
|
|
|
$
|
28,198
|
|
|
$
|
26,068
|
|
|
Operating Leases
|
|
Capital Leases
|
|
Total
|
||||||
2015
|
$
|
8,590
|
|
|
$
|
418
|
|
|
$
|
9,008
|
|
2016
|
7,243
|
|
|
122
|
|
|
7,365
|
|
|||
2017
|
6,205
|
|
|
62
|
|
|
6,267
|
|
|||
2018
|
4,308
|
|
|
12
|
|
|
4,320
|
|
|||
2019
|
2,634
|
|
|
—
|
|
|
2,634
|
|
|||
Thereafter
|
2,333
|
|
|
—
|
|
|
2,333
|
|
|||
Total Future Minimum Lease Payments
|
$
|
31,313
|
|
|
$
|
614
|
|
|
$
|
31,927
|
|
Segment Reporting Information
(in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Results of Operations:
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Infusion Services - product revenue
|
$
|
901,653
|
|
|
$
|
675,684
|
|
|
$
|
471,506
|
|
Infusion Services - service revenue
|
21,001
|
|
|
21,182
|
|
|
10,080
|
|
|||
Total Infusion Services revenue
|
922,654
|
|
|
696,866
|
|
|
481,586
|
|
|||
PBM Services - service revenue
|
61,401
|
|
|
72,592
|
|
|
111,861
|
|
|||
Total revenue
|
$
|
984,055
|
|
|
$
|
769,458
|
|
|
$
|
593,447
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA by Segment before corporate overhead:
|
|
|
|
|
|
||||||
Infusion Services
|
$
|
6,501
|
|
|
$
|
60,686
|
|
|
$
|
35,421
|
|
PBM Services
|
6,731
|
|
|
17,094
|
|
|
25,644
|
|
|||
Total Segment Adjusted EBITDA
|
13,232
|
|
|
77,780
|
|
|
61,065
|
|
|||
Corporate overhead
|
(36,264
|
)
|
|
(32,042
|
)
|
|
(26,755
|
)
|
|||
Interest expense, net
|
(38,539
|
)
|
|
(28,198
|
)
|
|
(26,068
|
)
|
|||
Loss on extinguishment of debt
|
(2,373
|
)
|
|
(15,898
|
)
|
|
—
|
|
|||
Income tax benefit (expense)
|
(11,391
|
)
|
|
(2,523
|
)
|
|
7,117
|
|
|||
Depreciation
|
(16,388
|
)
|
|
(13,381
|
)
|
|
(8,367
|
)
|
|||
Amortization of intangibles
|
(6,555
|
)
|
|
(6,671
|
)
|
|
(3,957
|
)
|
|||
Stock-based compensation expense
|
(8,570
|
)
|
|
(9,450
|
)
|
|
(6,122
|
)
|
|||
Acquisition and integration expenses
|
(17,924
|
)
|
|
(16,130
|
)
|
|
(4,046
|
)
|
|||
Restructuring and other expenses and investments
|
(18,610
|
)
|
|
(10,478
|
)
|
|
(5,142
|
)
|
|||
Loss from continuing operations, net of income taxes
|
$
|
(143,382
|
)
|
|
$
|
(56,991
|
)
|
|
$
|
(12,275
|
)
|
|
|
|
|
|
|
Segment Reporting Information (continued)
(in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental Operating Data:
|
|
|
|
|
|
|
|
|
|||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|||
Infusion Services
|
$
|
9,754
|
|
|
$
|
15,972
|
|
|
$
|
6,685
|
|
PBM Services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate unallocated
|
4,075
|
|
|
9,553
|
|
|
3,973
|
|
|||
Total Capital Expenditures
|
$
|
13,829
|
|
|
$
|
25,525
|
|
|
$
|
10,658
|
|
|
|
|
|
|
|
||||||
Depreciation Expense:
|
|
|
|
|
|
|
|
|
|||
Infusion Services
|
$
|
10,203
|
|
|
$
|
8,541
|
|
|
$
|
4,312
|
|
PBM Services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate unallocated
|
6,185
|
|
|
4,840
|
|
|
4,055
|
|
|||
Total Depreciation Expense
|
$
|
16,388
|
|
|
$
|
13,381
|
|
|
$
|
8,367
|
|
|
|
|
|
|
|
||||||
Total Assets:
|
|
|
|
|
|
|
|
|
|||
Infusion Services
|
$
|
755,955
|
|
|
$
|
793,475
|
|
|
$
|
438,171
|
|
PBM Services
|
29,147
|
|
|
25,239
|
|
|
36,354
|
|
|||
Corporate unallocated
|
39,611
|
|
|
53,169
|
|
|
95,423
|
|
|||
Assets from discontinued operations
|
—
|
|
|
64,959
|
|
|
63,245
|
|
|||
Assets associated with discontinued operations, not sold
|
—
|
|
|
16
|
|
|
9,183
|
|
|||
Total Assets
|
$
|
824,713
|
|
|
$
|
936,858
|
|
|
$
|
642,376
|
|
|
|
|
|
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|||
Infusion Services
|
$
|
560,579
|
|
|
$
|
558,593
|
|
|
$
|
304,282
|
|
PBM Services
|
12,744
|
|
|
12,744
|
|
|
12,744
|
|
|||
Total Goodwill
|
$
|
573,323
|
|
|
$
|
571,337
|
|
|
$
|
317,026
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(886
|
)
|
|
$
|
(866
|
)
|
|
$
|
(6,095
|
)
|
State
|
(41
|
)
|
|
(1,412
|
)
|
|
(990
|
)
|
|||
Total current
|
(927
|
)
|
|
(2,278
|
)
|
|
(7,085
|
)
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
9,951
|
|
|
4,424
|
|
|
97
|
|
|||
State
|
2,367
|
|
|
377
|
|
|
(129
|
)
|
|||
Total deferred
|
12,318
|
|
|
4,801
|
|
|
(32
|
)
|
|||
Total tax provision (benefit)
|
$
|
11,391
|
|
|
$
|
2,523
|
|
|
$
|
(7,117
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves not currently deductible
|
$
|
28,424
|
|
|
$
|
9,785
|
|
Net operating loss carryforwards
|
65,097
|
|
|
39,265
|
|
||
Goodwill and intangibles (tax deductible)
|
8,499
|
|
|
7,556
|
|
||
Accrued expenses
|
38
|
|
|
—
|
|
||
Property basis differences
|
301
|
|
|
—
|
|
||
Stock based compensation
|
8,201
|
|
|
6,277
|
|
||
Other
|
610
|
|
|
417
|
|
||
Total deferred tax assets
|
111,170
|
|
|
63,300
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property basis differences
|
—
|
|
|
(496
|
)
|
||
Accrued expenses
|
—
|
|
|
(679
|
)
|
||
Indefinite-lived goodwill and intangibles
|
(21,272
|
)
|
|
(9,969
|
)
|
||
Less: valuation allowance
|
(111,170
|
)
|
|
(61,110
|
)
|
||
Net deferred tax liability
|
(21,272
|
)
|
|
(8,954
|
)
|
||
Less: Amount included in accrued expenses and other current liabilities
|
(2,214
|
)
|
|
(2,019
|
)
|
||
Deferred taxes
|
$
|
(19,058
|
)
|
|
$
|
(6,935
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Tax (benefit) provision at statutory rate
|
$
|
(46,197
|
)
|
|
$
|
(18,107
|
)
|
|
$
|
(6,788
|
)
|
State tax (benefit) provision, net of federal taxes
|
(3,704
|
)
|
|
(2,459
|
)
|
|
(901
|
)
|
|||
Valuation allowance changes affecting income tax expense
|
61,227
|
|
|
23,762
|
|
|
1,077
|
|
|||
Change in tax contingencies
|
(109
|
)
|
|
(1,157
|
)
|
|
(633
|
)
|
|||
Non-deductible transaction costs
|
—
|
|
|
317
|
|
|
—
|
|
|||
Other
|
174
|
|
|
167
|
|
|
128
|
|
|||
Tax provision (benefit)
|
$
|
11,391
|
|
|
$
|
2,523
|
|
|
$
|
(7,117
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits balance at January 1,
|
$
|
1,172
|
|
|
$
|
2,754
|
|
|
$
|
2,605
|
|
Gross increases for tax positions taken in current year
|
—
|
|
|
—
|
|
|
636
|
|
|||
Lapse of statute of limitations
|
(76
|
)
|
|
(1,582
|
)
|
|
(487
|
)
|
|||
Unrecognized tax benefits balance at December 31,
|
$
|
1,096
|
|
|
$
|
1,172
|
|
|
$
|
2,754
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Expected volatility
|
61.0
|
%
|
|
61.8
|
%
|
|
64.8
|
%
|
|||
Risk-free interest rate
|
2.50
|
%
|
|
2.13
|
%
|
|
1.98
|
%
|
|||
Expected life of options
|
5.7 years
|
|
|
5.5 years
|
|
|
5.8 years
|
|
|||
Dividend rate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fair value of options
|
$
|
4.32
|
|
|
$
|
6.24
|
|
|
$
|
4.00
|
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic Value
(thousands)
|
|
Weighted Average
Remaining
Contractual Life
|
|||||
Balance at December 31, 2013
|
5,732,821
|
|
|
$
|
7.59
|
|
|
$
|
6,185
|
|
|
7.7 years
|
Granted
|
1,906,000
|
|
|
$
|
7.68
|
|
|
|
|
|
|
|
Exercised
|
(272,622
|
)
|
|
$
|
5.38
|
|
|
|
|
|
|
|
Forfeited and expired
|
(529,193
|
)
|
|
$
|
8.33
|
|
|
|
|
|
|
|
Balance at December 31, 2014
|
6,837,006
|
|
|
$
|
7.65
|
|
|
$
|
4,150
|
|
|
7.4 years
|
Outstanding options less expected forfeitures at December 31, 2014
|
6,415,834
|
|
|
$
|
7.56
|
|
|
$
|
4,127
|
|
|
7.4 years
|
Exercisable at December 31, 2014
|
3,523,697
|
|
|
$
|
6.69
|
|
|
$
|
3,933
|
|
|
6.2 years
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Option Exercise Price
|
|
Outstanding Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Options Exercisable
|
|
Weighted Average Exercise Price
|
||||||
$1.71 - $4.24
|
|
409,250
|
|
|
$
|
2.73
|
|
|
4.4 years
|
|
409,250
|
|
|
$
|
2.73
|
|
$4.42 - $6.61
|
|
981,256
|
|
|
$
|
5.16
|
|
|
5.7 years
|
|
932,756
|
|
|
$
|
5.12
|
|
$6.62- $6.65
|
|
1,681,000
|
|
|
$
|
6.63
|
|
|
6.8 years
|
|
1,226,000
|
|
|
$
|
6.63
|
|
$6.67 - $9.16
|
|
2,471,500
|
|
|
$
|
7.82
|
|
|
8.6 years
|
|
524,334
|
|
|
$
|
8.27
|
|
$11.04 - $16.63
|
|
1,294,000
|
|
|
$
|
12.08
|
|
|
8.2 years
|
|
431,357
|
|
|
$
|
12.08
|
|
All options
|
|
6,837,006
|
|
|
$
|
7.65
|
|
|
7.4 years
|
|
3,523,697
|
|
|
$
|
6.69
|
|
|
Restricted
Stock
|
|
Weighted Average
Award
Date Fair Value
|
|
Weighted Average
Remaining
Recognition Period
|
|||
Balance at December 31, 2013
|
370,000
|
|
|
$
|
12.31
|
|
|
0.3 years
|
Granted
|
100,000
|
|
|
$
|
6.25
|
|
|
|
Awards Vested
|
(290,003
|
)
|
|
$
|
12.08
|
|
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
|
|
Balance at December 31, 2014
|
179,997
|
|
|
$
|
9.31
|
|
|
0.4 years
|
|
Stock Appreciation Rights
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Recognition Period
|
|||
Balance at December 31, 2013
|
330,000
|
|
|
$
|
6.73
|
|
|
1.7 years
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Canceled
|
(10,000
|
)
|
|
$
|
9.16
|
|
|
|
Balance at December 31, 2014
|
320,000
|
|
|
$
|
6.65
|
|
|
0.3 years
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
239,293
|
|
|
$
|
247,125
|
|
|
$
|
243,959
|
|
|
$
|
253,678
|
|
Gross profit
|
$
|
65,100
|
|
|
$
|
65,356
|
|
|
$
|
65,002
|
|
|
$
|
65,608
|
|
Loss from continuing operations, before income taxes
|
$
|
(21,765
|
)
|
|
$
|
(15,548
|
)
|
|
$
|
(35,645
|
)
|
|
$
|
(59,033
|
)
|
Net loss from discontinued operations, net of income taxes
|
$
|
(58
|
)
|
|
$
|
(1,207
|
)
|
|
$
|
(1,135
|
)
|
|
$
|
(1,686
|
)
|
Net loss
|
$
|
(25,314
|
)
|
|
$
|
(19,818
|
)
|
|
$
|
(38,710
|
)
|
|
$
|
(63,626
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations, basic and diluted
|
$
|
(0.37
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(0.90
|
)
|
Loss per share from discontinued operations, basic and diluted
|
—
|
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
||||
Loss per share, basic and diluted
|
$
|
(0.37
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.92
|
)
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
181,020
|
|
|
$
|
172,323
|
|
|
$
|
190,631
|
|
|
$
|
225,484
|
|
Gross profit
|
$
|
55,987
|
|
|
$
|
57,775
|
|
|
$
|
61,655
|
|
|
$
|
68,196
|
|
Loss from continuing operations, before income taxes
|
$
|
(8,538
|
)
|
|
$
|
(9,150
|
)
|
|
$
|
(23,769
|
)
|
|
$
|
(13,011
|
)
|
Net income (loss) from discontinued operations, net of income taxes
|
$
|
235
|
|
|
$
|
416
|
|
|
$
|
(10,331
|
)
|
|
$
|
(2,983
|
)
|
Net loss
|
$
|
(8,128
|
)
|
|
$
|
(8,880
|
)
|
|
$
|
(34,087
|
)
|
|
$
|
(18,559
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations, basic and diluted
|
$
|
(0.15
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.23
|
)
|
Income (loss) per share from discontinued operations, basic and diluted
|
0.01
|
|
|
—
|
|
|
(0.16
|
)
|
|
(0.04
|
)
|
||||
Loss per share, basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(0.27
|
)
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
Our internal control over the accounting for the establishment of accounts receivable related reserves and the timely recognition of bad debt expense was not designed appropriately in that the methodology averaged potential estimated reserve levels using various assumptions rather than selecting an estimate that emphasized the growth in aged balances during the year ended December 31, 2014.
|
•
|
Our internal controls over significant and unusual transactions were not designed appropriately to ensure that the related accounting conclusions were sufficiently reviewed for compliance with generally accepted accounting principles.
|
•
|
Our general information technology controls (“GITCs”) intended to ensure that access to certain data is restricted to the appropriate personnel were not operating effectively. This impacted our ability to rely on related internal controls that used this data.
|
•
|
Further improvements in our processes and analyses that support the estimate of the allowance for doubtful accounts and the related bad debt expense.
|
•
|
Performing a comprehensive review of the need for additional corporate accounting and finance personnel, supplemented by external resources as appropriate, with the requisite skill and technical expertise to execute an effective system of internal controls related to significant and unusual transactions.
|
•
|
Performing a comprehensive review of our GITCs, including evaluating specific roles and responsibilities to ensure sufficient maintenance of segregation of duties within our information technology environments.
|
•
|
Controls to aggregate and analyze historical collection patterns by major payors over the history of legacy and acquired businesses,
|
•
|
Follow-up collection actions and tracking thereof in order to influence establishment of accounts receivable reserves, and
|
•
|
Controls to identify and categorize the nature of claims in a denied status or various states of appeal in order to be able to assess collectability.
|
•
|
Standardized processes, procedures, and productivity measures for intake, billing, collection and cash application processes,
|
•
|
Converted all sites to a single version of our pharmacy and accounts receivable system,
|
•
|
Centralized the cash application function and implemented technology upgrades to improve the accuracy and timeliness of cash application and secondary payor billing, and
|
•
|
Developed a robust estimation methodology for the allowance for doubtful accounts and contractual adjustments that uses historical collection and write-off data from acquired sites.
|
Item 9B.
|
Other Information
|
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
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules and Reports on Form 8-K
|
|
Page
|
1. Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
|
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
Notes to Consolidated Financial Statements
|
|
2. Financial Statement Schedule:
|
|
Valuation and Qualifying Accounts for the years ended December 31, 2014, 2013 and 2012
|
3. Exhibits
|
|
Exhibit Number
|
Description
|
|
Location
|
2.1
|
Agreement and Plan of Merger, dated as of January 24, 2010, by and among BioScrip, Inc. (the “Company”), Camelot Acquisition Corp., Critical Homecare Solutions Holdings, Inc., Kohlberg Investors V, L.P. (“Kohlberg Investors”), Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P. (collectively with Kohlberg Investors, Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and Kohlberg TE Investors V, L.P., the “Kohlberg Entities”), Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P. (“Blackstone”), Blackstone Mezzanine Holdings II L.P. (together with Blackstone, the “Blackstone Entities”), and S.A.C. Domestic Capital Funding, Ltd. (“S.A.C.”). Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.
|
|
(1)
|
2.2
|
Community Pharmacy and Mail Business Purchase Agreement, dated as of February 1, 2012, by and among Walgreen Co., Walgreens Mail Service, Inc., Walgreens Specialty Pharmacy, LLC, and Walgreen Eastern Co., Inc., the Company and subsidiaries of the Company listed on Annex A thereto (the “Pharmacy Business Purchase Agreement”). Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
|
(2)
|
2.3
|
Amendment No. 1, dated as of May 4, 2012, to the Pharmacy Business Purchase Agreement.
|
|
(3)
|
2.4
|
Stock Purchase Agreement, dated as of December 12, 2012, by and among HomeChoice Partners, Inc., DaVita HealthCare Partners Inc. Mary Ann Cope, R.Ph., Kathy F. Puglise, RN, CRNI, Joseph W. Boyd, R.Ph., Barbara J. Exum, PharmD and the Company. Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
|
(4)
|
2.5
|
Asset Purchase Agreement, dated as of June 16, 2013, among the Company, CarePoint Partners Holdings LLC (“CarePoint”), the direct and indirect subsidiaries of CarePoint, and the members of CarePoint. Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
|
(5)
|
2.6
|
Stock Purchase Agreement, dated as of February 1, 2014, by and among Elk Valley Professional Affiliates, Inc., South Mississippi Home Health, Inc., Deaconess Homecare, LLC, and the Buyers identified on the signature pages thereto, the Company and LHC Group, Inc. (the “Stock Purchase Agreement”). Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
|
(6)
|
2.7
|
Amendment No. 1, dated as of March 31, 2014, to the Stock Purchase Agreement. Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
|
(7)
|
3.1
|
Second Amended and Restated Certificate of Incorporation.
|
|
(8)
|
3.2
|
Amendment to the Second Amended and Restated Certificate of Incorporation.
|
|
(9)
|
3.3
|
Amended and Restated By-Laws.
|
|
(10)
|
4.1
|
Specimen Common Stock Certificate.
|
|
(11)
|
4.2
|
Warrant Agreement, dated as of March 25, 2010, by and among the Company, the Kohlberg Entities, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, the Blackstone Entities and S.A.C.
|
|
(12)
|
4.3
|
Form of Cash-only Stock Appreciation Right Agreement.
|
|
(13)
|
4.4
|
Indenture, dated as of February 11, 2014, by and among the Company, the Guarantors party thereto and U.S. Bank National
Association, as Trustee.
|
|
(14)
|
4.5
|
Specimen of 8.875% Notes due 2021 (included in Exhibit 4.8)
|
|
(15)
|
4.6
|
Registration Rights Agreement, dated February 11, 2014, by and among the Company, the guarantors named therein and Jefferies LLC, on behalf of itself and the other initial purchasers named therein.
|
|
(16)
|
10.1†
|
MIM Corporation Amended and Restated 2001 Incentive Stock Plan.
|
|
(17)
|
10.2†
|
Amendment to BioScrip, Inc. 2001 Incentive Stock Plan.
|
|
(18)
|
10.3†
|
Amended and Restated BioScrip, Inc. 2008 Equity Incentive Plan.
|
|
(19)
|
10.4†
|
BIOSCRIP/CHS 2006 Equity Incentive Plan, as Amended and Restated.
|
|
(20)
|
10.5†
|
Employee Stock Purchase Plan.
|
|
(21)
|
10.6†
|
Form of Restricted Stock Grant Certificate.
|
|
(22)
|
10.7†*
|
Form of Stock Option Agreement.
|
|
|
10.8†
|
Employment Offer Letter, dated as of June 21, 2007, by and between the Company and Pat Bogusz.
|
|
(23)
|
10.9†
|
Amendment dated May 26, 2011, to the Employment Offer Letter by and between the Company and Pat Bogusz.
|
|
(24)
|
10.10†
|
Engagement Letter, dated April 19, 2012, by and between the Company and Hai Tran.
|
|
(25)
|
10.11†
|
Employment Offer Letter, dated January 30, 2009, by and between the Company and David Evans.
|
|
(26)
|
10.12†
|
Employment Offer Letter, dated January 13, 2010, by and between the Company and Vito Ponzio, Jr.
|
|
(27)
|
10.13†
|
Amended and Restated Employment Agreement, dated as of November 25, 2013, by and between the Company and Richard M. Smith.
|
|
(28)
|
10.14†
|
Employment Offer Letter, dated March 10, 2009, by and between the Company and Brian Stiver.
|
|
(29)
|
10.15†
|
Employment Offer Letter, dated July 30, 2012, by and between the Company and Brian Stiver.
|
|
(30)
|
10.16†
|
Employment Offer Letter, dated July 18, 2014, by and between the Company and Thomas Petit.
|
|
(31)
|
10.17†*
|
Employment Offer Letter, dated December 1, 2013, by and between the Company and Karen Cain.
|
|
|
10.18
|
Form of Indemnification Agreement.
|
|
(32)
|
10.19
|
Credit Agreement, dated July 31, 2013, by and among the Company, the several banks and other financial institutions and lenders from time to time party thereto, and SunTrust Bank, in its capacity as administrative agent (the “Administrative Agent”).
|
|
(33)
|
10.20
|
First Amendment to Credit Agreement, dated as of December 23, 2013, by and among the Company, each of the Subsidiaries of the Company identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent.
|
|
(34)
|
10.21
|
Second Amendment to Credit Agreement, dated as of January 31, 2014, by and among the Company, each of the Subsidiaries of the Company identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent.
|
|
(35)
|
10.22
|
Third Amendment to Credit Agreement, dated as of March 1, 2015, by and among the Company, each of the Subsidiaries of the Company identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent.
|
|
(36)
|
10.23
|
Guaranty and Security Agreement, dated July 31, 2013, made by the Company and the Guarantors identified on the signature pages thereto, in favor of the Administrative Agent.
|
|
(37)
|
10.24 #
|
Prime Vendor Agreement dated as of July 1, 2009, between AmerisourceBergen Drug Corporation, the Company and the other parties thereto (the “Prime Vendor Agreement”).
|
|
(38)
|
10.25
|
First Amendment, dated as of March 25, 2010, to the Prime Vendor Agreement.
|
|
(39)
|
10.26 #
|
Second Amendment, dated as of June 1, 2010 to the Prime Vendor Agreement.
|
|
(40)
|
10.27 #
|
Third Amendment, dated as of August 1, 2010, to the Prime Vendor Agreement.
|
|
(41)
|
10.28 #
|
Fourth Amendment, dated as of May 1, 2011, to the Prime Vendor Agreement.
|
|
(42)
|
10.29 #
|
Fifth Amendment, dated as of January 1, 2012, to the Prime Vendor Agreement.
|
|
(43)
|
10.30
|
Stockholders' Agreement, dated as of January 24, 2010, by and among the Company, the Kohlberg Entities, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, the Blackstone Entities and S.A.C. (the “Stockholders’ Agreement”).
|
|
(44)
|
10.31
|
Amendment No. 1 to the Stockholders’ Agreement, dated as of March 8, 2013, by and between the Company and Kohlberg Investors.
|
|
(45)
|
10.32
|
Amendment No. 2 to the Stockholders’ Agreement, dated as of March 14, 2013, by and between the Company and Kohlberg Investors.
|
|
(46)
|
10.33
|
Amendment No. 3 & Waiver to the Stockholders’ Agreement, dated as of August 13, 2013, by and between the Company and Kohlberg Investors.
|
|
(47)
|
10.34
|
Amendment No. 4 & Waiver to the Stockholders’ Agreement, dated as of March 26, 2014, by and between the Company and Kohlberg Investors.
|
|
(48)
|
10.35
|
Indemnification Agreement, dated as of April 3, 2013, by and among the Company and the Kohlberg Entities, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, the Blackstone Entities and S.A.C.
|
|
(49)
|
10.36
|
Stipulation and Order of Settlement and Dismissal, effective January 8, 2014, by and among the Company, the United States of America, acting through the U.S. Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services, and relator David Kester.
|
|
(50)
|
10.37
|
Investor Agreement, dated as of February 6, 2015, by and among the Company, Cloud Gate Capital LLC and DSC Advisors, LLC.
|
|
(51)
|
12 *
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
21.1 *
|
List of Subsidiaries of the Company.
|
|
|
23.1 *
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
23.2 *
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
31.1 *
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act.
|
|
|
31.2 *
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act.
|
|
|
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.
|
|
|
101 **
|
The following financial information from the Company’s Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2014, 2013 and 2012, (ii) Consolidated Balance Sheets as of December 31, 2014 and 2013, (iii) Consolidated Statements of Stockholders' Equity for the fiscal years ended December 31, 2014, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2014, 2013 and 2012, and (v) Notes to Consolidated Financial Statements.
|
|
|
(1)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on January 27, 2010, SEC File Number 000-28740.
|
(2)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 3, 2012, SEC File Number 000-28740.
|
(3)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 10, 2012, SEC File Number 000-28740.
|
(4)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 4, 2013, SEC File Number 000-28740.
|
(5)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on June 18, 2013, SEC File Number 000-28740.
|
(6)
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 3, 2014, SEC File Number 000-28740.
|
(7)
|
Incorporated by reference to Exhibit 2.2 to the Company's Form 8-K filed on April 1, 2014, SEC File Number 000-28740.
|
(8)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 17, 2005, SEC File Number 000-28740.
|
(9)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 10, 2010, SEC File Number 000-28740.
|
(10)
|
Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on April 28, 2011, SEC File Number 000-28740.
|
(11)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed on March 31, 2006, SEC File Number 000-28740.
|
(12)
|
Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 31, 2010, SEC File Number 000-28740.
|
(13)
|
Incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on March 16, 2011, SEC File Number 000-28740.
|
(14)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 11, 2014, SEC File Number 000-28740.
|
(15)
|
Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 11, 2014, SEC File Number 000-28740.
|
(16)
|
Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on February 11, 2014, SEC File Number 000-28740.
|
(17)
|
Incorporated by reference to the definitive proxy statement filed on April 30, 2003, SEC File Number 000-28740.
|
(18)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 10, 2011, SEC File Number 000-28740.
|
(19)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 14, 2014, SEC File Number 000-28740.
|
(20)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 2, 2011, SEC File Number 000-28740.
|
(21)
|
Incorporated by reference to the definitive proxy statement filed on April 2, 2013, SEC File Number 000-28740.
|
(22)
|
Incorporated by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 filed on filed on May 16, 2008.
|
(23)
|
Incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740.
|
(24)
|
Incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740.
|
(25)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 23, 2012, SEC File Number 000-28740.
|
(26)
|
Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740.
|
(27)
|
Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740.
|
(28)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 27, 2013, SEC File Number 000-28740.
|
(29)
|
Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K/A filed on June 6, 2014, SEC File Number 000-28740.
|
(30)
|
Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K/A filed on June 6, 2014, SEC File Number 000-28740.
|
(31)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 18, 2014, SEC File Number 000-28740.
|
(32)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 14, 2013, SEC File Number 000-28740.
|
(33)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 1, 2013, SEC File Number 000-28740.
|
(34)
|
Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on February 3, 2014, SEC File Number 000-28740.
|
(35)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 3, 2014, SEC File Number 000-28740.
|
(36)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 2, 2015, SEC File Number 000-28740.
|
(37)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 1, 2013, SEC File Number 000-28740.
|
(38)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q/A filed on December 2, 2009, SEC File Number 000-28740.
|
(39)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 31, 2010, SEC File Number 000-28740.
|
(40)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 3, 2010, SEC File Number 000-28740.
|
(41)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 2, 2011, SEC File Number 000-28740.
|
(42)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 2, 2011, SEC File Number 000-28740.
|
(43)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 26, 2012, SEC File Number 000-28740.
|
(44)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 27, 2010, SEC File Number 000-28740.
|
(45)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 9, 2013, SEC File Number 000-28740.
|
(46)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 9, 2013, SEC File Number 000-28740.
|
(47)
|
Incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on August 19, 2013, SEC File Number 000-28740.
|
(48)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2014, SEC File Number 000-28740.
|
(49)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 5, 2013, SEC File Number 000-28740.
|
(50)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 8, 2014, SEC File Number 000-28740.
|
(51)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 9, 2015, SEC File Number 000-28740.
|
|
|
*
|
Filed herewith.
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
|
†
|
Designates the Company’s management contracts or compensatory plan or arrangement.
|
#
|
The SEC has granted confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been granted has been filed separately with the SEC.
|
BIOSCRIP, INC.
|
|
/s/ Hai Tran
|
Hai Tran
|
Chief Financial Officer and Treasurer
|
Signature
|
Title(s)
|
Date
|
/
s/ Richard M. Smith
Richard M. Smith
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
March 2, 2015
|
|
|
|
/s/ Hai Tran
Hai Tran
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
March 2, 2015
|
|
|
|
/s/ Patricia Bogusz
Patricia Bogusz
|
Vice President of Finance
(Principal Accounting Officer)
|
March 2, 2015
|
|
|
|
/s/ Myron Z. Holubiak
Myron Z. Holubiak
|
Non-Executive Chairman of the Board
|
March 2, 2015
|
|
|
|
/s/ Charlotte W. Collins
Charlotte W. Collins
|
Director
|
March 2, 2015
|
|
|
|
/s/ Samuel P. Frieder
Samuel P. Frieder
|
Director
|
March 2, 2015
|
|
|
|
/s/ David R. Hubers
David R. Hubers
|
Director
|
March 2, 2015
|
|
|
|
/s/ Tricia Huong Thi Nguyen
Tricia Huong Thi Nguyen
|
Director
|
March 2, 2015
|
|
|
|
/s/ Yon Y. Jorden
Yon Y. Jorden
|
Director
|
March 2, 2015
|
|
|
|
/s/ Stuart A. Samuels
Stuart A. Samuels
|
Director
|
March 2, 2015
|
|
|
|
/s/ Gordon H. Woodward
Gordon H. Woodward
|
Director
|
March 2, 2015
|
|
Balance at
Beginning of
Period
|
|
Write-Off
of
Receivables
|
|
Charged to
Costs
and Expenses
|
|
Balance at
End of Period
|
||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
21,272
|
|
|
$
|
(13,349
|
)
|
|
$
|
13,201
|
|
|
$
|
21,124
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
21,124
|
|
|
$
|
(22,913
|
)
|
|
$
|
19,625
|
|
|
$
|
17,836
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
17,836
|
|
|
$
|
(30,910
|
)
|
|
$
|
79,574
|
|
|
$
|
66,500
|
|
10.7
|
Form of Stock Option Agreement.
|
10.17
|
Employment Offer Letter, dated December 1, 2013, by and between the Company and Karen Cain.
|
12
|
Computation of Ratio of Earnings to Fixed Charges
|
21.1
|
List of Subsidiaries of the Company.
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
23.2
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act.
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act.
|
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.
|
101
|
The following financial information from the Company’s Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2014, 2013 and 2012, (ii) Consolidated Balance Sheets as of December 31, 2014 and 2013, (iii) Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 31, 2014, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2014, 2013 and 2012, and (v) Notes to Consolidated Financial Statements.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
$
|
38,539
|
|
|
$
|
28,198
|
|
|
$
|
26,068
|
|
|
$
|
25,544
|
|
|
$
|
23,561
|
|
Amortized premiums, discounts and capitalized expenses (included above)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Estimate of interest within rental expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preference security dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Fixed Charges
|
$
|
38,539
|
|
|
$
|
28,198
|
|
|
$
|
26,068
|
|
|
$
|
25,544
|
|
|
$
|
23,561
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income from continuing operations before adjustment for minority interest in consolidated subsidiaries or income or loss from equity investees
|
$
|
(131,991
|
)
|
|
$
|
(54,468
|
)
|
|
$
|
(19,392
|
)
|
|
$
|
(8,549
|
)
|
|
$
|
(28,047
|
)
|
Fixed Charges
|
38,539
|
|
|
28,198
|
|
|
26,068
|
|
|
25,544
|
|
|
23,561
|
|
|||||
Distributed income of equity investees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Earnings
|
$
|
(93,452
|
)
|
|
$
|
(26,270
|
)
|
|
$
|
6,676
|
|
|
$
|
16,995
|
|
|
$
|
(4,486
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
(2.42
|
)
|
|
(0.93
|
)
|
|
0.26
|
|
|
0.67
|
|
|
(0.19
|
)
|
Entity Name
|
State of Incorporation
|
Doing Business As
|
BioScrip, Inc.
|
Delaware
|
BioScrip
|
Applied Health Care, LLC
|
Delaware
|
CarePoint Partners
|
BioScrip Infusion Management, LLC
|
Delaware
|
|
BioScrip Infusion Services, Inc.
|
California
|
BioScrip Infusion Services
|
BioScrip Infusion Services, LLC
|
Delaware
|
BioScrip Infusion Services
CarePoint Partners
|
BioScrip Medical Supply Services, LLC
|
Delaware
|
|
BioScrip Nursing Services, LLC
|
New York
|
BioScrip Nursing Services
|
BioScrip PBM Services, LLC
|
Delaware
|
BioScrip PBM Services
|
BioScrip Pharmacy (NY), Inc.
|
New York
|
|
BioScrip Pharmacy (Puerto Rico), Inc.
|
Puerto Rico
|
|
BioScrip Pharmacy Services, Inc.
|
Ohio
|
BioScrip Pharmacy Services
|
BioScrip Pharmacy, Inc.
|
Minnesota
|
(inactive)
|
Bradhurst Specialty Pharmacy, Inc.
|
New York
|
(inactive)
|
Chronimed, LLC
|
Minnesota
|
|
CHS Holdings, Inc.
|
Delaware
|
|
Critical Homecare Solutions, Inc.
|
Delaware
|
|
Deaconess Enterprises, LLC
|
Ohio
|
|
Deaconess HomeCare, LLC
|
Delaware
|
|
East Goshen Pharmacy, Inc.
|
Pennsylvania
|
Infusioncare
|
HomeChoice Partners, Inc.
|
Delaware
|
HomeChoice Partners CarePoint Partners
|
Infusal Partners
|
Florida
|
(inactive)
|
InfuCenters, LLC
|
Delaware
|
(inactive)
|
InfuScience HHA, LLC
|
Delaware
|
(inactive)
|
InfuScience, Inc.
|
Delaware
|
InfuScience
|
InfuScience South Carolina, LLC
|
Delaware
|
InfuScience
|
InfuScience Sub, Inc.
|
Delaware
|
(inactive)
|
Infusion Partners of Brunswick, LLC
|
Georgia
|
Infusion Partners
|
Infusion Partners of Melbourne, LLC
|
Georgia
|
Infusion Partners
|
Infusion Partners, LLC
|
Ohio
|
Infusion Partners CarePoint Partners
|
Infusion Solutions, Inc.
|
New Hampshire
|
Infusion Solutions
|
Infusion Therapy Specialists, Inc.
|
Nebraska
|
InfuScience
|
Knoxville Home Therapies, LLC
|
Tennessee
|
Infusion Partners
|
National Health Infusion, Inc.
|
Florida
|
(inactive)
|
Natural Living, Inc.
|
New York
|
(inactive)
|
New England Home Therapies, Inc.
|
Massachusetts
|
New England Home Therapies (NEHT)CarePoint Partners
|
Nutri USA, Inc.
|
New York
|
(inactive)
|
Option Health, Ltd.
|
Illinois
|
Option Health
BioScrip Infusion Services
|
Professional Home Care Services, Inc.
|
Delaware
|
Professional Home Care Services (PHCS)
|
Entity Name
|
State of Incorporation
|
Doing Business As
|
PHCS Acquisition Co., Inc.
|
Delaware
|
(inactive)
|
Regional Ambulatory Diagnostics, Inc.
|
Ohio
|
(inactive)
|
Scott-Wilson, Inc.
|
Kentucky
|
Infusion Partners of Lexington
|
Specialty Pharma, Inc.
|
Delaware
|
|
Wilcox Medical, Inc.
|
Vermont
|
Wilcox Medical Wilcox Home Infusion
|
1.
|
I have reviewed this Annual Report on Form 10-K of BioScrip, Inc.;
|
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 disclosure 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.
|
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.
|
I have reviewed this Annual Report on Form 10-K of BioScrip, Inc.;
|
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 disclosure 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.
|
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.
|