|
|
|
|
|
(Mark One)
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2015
|
|
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Delaware
|
05-0489664
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
100 Clearbrook Road, Elmsford NY
|
10523
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Page
Number
|
PART I
|
||
|
|
|
|
||
|
Unaudited Consolidated Statements of Operations for the three months and the six months ended June 30, 2015 and 2014
|
|
|
||
|
||
|
||
|
|
|
PART II
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,172
|
|
|
$
|
740
|
|
Receivables, less allowance for doubtful accounts of $72,332 and $66,500
as of June 30, 2015 and December 31, 2014, respectively
|
131,471
|
|
|
140,810
|
|
||
Inventory
|
42,364
|
|
|
37,215
|
|
||
Prepaid expenses and other current assets
|
10,396
|
|
|
9,450
|
|
||
Total current assets
|
185,403
|
|
|
188,215
|
|
||
Property and equipment, net
|
34,906
|
|
|
38,171
|
|
||
Goodwill
|
335,323
|
|
|
573,323
|
|
||
Intangible assets, net
|
7,290
|
|
|
10,269
|
|
||
Deferred financing costs
|
13,035
|
|
|
13,463
|
|
||
Other non-current assets
|
1,192
|
|
|
1,272
|
|
||
Total assets
|
$
|
577,149
|
|
|
$
|
824,713
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
238
|
|
|
$
|
5,395
|
|
Accounts payable
|
77,085
|
|
|
90,032
|
|
||
Claims payable
|
4,816
|
|
|
8,162
|
|
||
Amounts due to plan sponsors
|
4,254
|
|
|
5,779
|
|
||
Accrued interest
|
6,705
|
|
|
6,853
|
|
||
Accrued expenses and other current liabilities
|
40,923
|
|
|
46,092
|
|
||
Total current liabilities
|
134,021
|
|
|
162,313
|
|
||
Long-term debt, net of current portion
|
418,619
|
|
|
418,408
|
|
||
Deferred taxes
|
2,924
|
|
|
19,058
|
|
||
Other non-current liabilities
|
6,891
|
|
|
8,129
|
|
||
Total liabilities
|
562,455
|
|
|
607,908
|
|
||
Series A convertible preferred stock, $.0001 par value; 825,000 shares authorized; 625,000 shares issued and outstanding; and, $64,758 liquidation preference as of June 30, 2015. No convertible preferred stock was authorized or outstanding as of December 31, 2014.
|
57,988
|
|
|
—
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Preferred stock, $.0001 par value; 4,175,000 and 5,000,000 shares authorized as of June 30, 2015 and December 31, 2014, respectively; no shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively
|
—
|
|
|
—
|
|
||
Common stock, $.0001 par value; 125,000,000 shares authorized; 71,376,164 and 71,274,064 shares issued and 68,730,871 and 68,636,965 shares outstanding as of June 30, 2015 and December 31, 2014, respectively
|
8
|
|
|
8
|
|
||
Treasury stock, 2,645,293 and 2,637,099 shares at cost as of June 30, 2015 and December 31, 2014, respectively
|
(10,715
|
)
|
|
(10,679
|
)
|
||
Additional paid-in capital
|
534,100
|
|
|
529,682
|
|
||
Accumulated deficit
|
(566,687
|
)
|
|
(302,206
|
)
|
||
Total stockholders’ equity (deficit)
|
(43,294
|
)
|
|
216,805
|
|
||
Total liabilities and stockholders’ equity
|
$
|
577,149
|
|
|
$
|
824,713
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Product revenue
|
$
|
241,020
|
|
|
$
|
225,277
|
|
|
$
|
480,067
|
|
|
$
|
441,180
|
|
Service revenue
|
21,343
|
|
|
21,848
|
|
|
43,977
|
|
|
45,238
|
|
||||
Total revenue
|
262,363
|
|
|
247,125
|
|
|
524,044
|
|
|
486,418
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of product revenue
|
176,763
|
|
|
161,658
|
|
|
350,710
|
|
|
313,398
|
|
||||
Cost of service revenue
|
19,634
|
|
|
20,111
|
|
|
40,895
|
|
|
42,564
|
|
||||
Total cost of revenue
|
196,397
|
|
|
181,769
|
|
|
391,605
|
|
|
355,962
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
65,966
|
|
|
65,356
|
|
|
132,439
|
|
|
130,456
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
60,367
|
|
|
57,244
|
|
|
118,140
|
|
|
116,424
|
|
||||
Change in fair value of contingent consideration
|
(93
|
)
|
|
(4,646
|
)
|
|
(72
|
)
|
|
(6,855
|
)
|
||||
Bad debt expense
|
15,146
|
|
|
8,360
|
|
|
23,466
|
|
|
14,961
|
|
||||
Impairment of goodwill
|
238,000
|
|
|
—
|
|
|
238,000
|
|
|
—
|
|
||||
Acquisition and integration expenses
|
259
|
|
|
5,333
|
|
|
479
|
|
|
11,832
|
|
||||
Restructuring and other expenses
|
4,803
|
|
|
3,858
|
|
|
8,266
|
|
|
8,450
|
|
||||
Amortization of intangibles
|
1,489
|
|
|
1,620
|
|
|
2,979
|
|
|
3,323
|
|
||||
Loss from continuing operations
|
(254,005
|
)
|
|
(6,413
|
)
|
|
(258,819
|
)
|
|
(17,679
|
)
|
||||
Interest expense, net
|
9,080
|
|
|
9,135
|
|
|
18,243
|
|
|
19,634
|
|
||||
Loss from continuing operations before income taxes
|
(263,085
|
)
|
|
(15,548
|
)
|
|
(277,062
|
)
|
|
(37,313
|
)
|
||||
Income tax expense (benefit)
|
(19,921
|
)
|
|
3,063
|
|
|
(17,993
|
)
|
|
6,554
|
|
||||
Loss from continuing operations, net of income taxes
|
(243,164
|
)
|
|
(18,611
|
)
|
|
(259,069
|
)
|
|
(43,867
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
(1,644
|
)
|
|
(1,207
|
)
|
|
(5,412
|
)
|
|
(1,265
|
)
|
||||
Net loss
|
$
|
(244,808
|
)
|
|
$
|
(19,818
|
)
|
|
$
|
(264,481
|
)
|
|
$
|
(45,132
|
)
|
Accrued dividends on preferred stock
|
(1,805
|
)
|
|
—
|
|
|
(2,258
|
)
|
|
—
|
|
||||
Deemed dividends on preferred stock
|
(2,186
|
)
|
|
—
|
|
|
(3,350
|
)
|
|
—
|
|
||||
Loss attributable to common stockholders
|
$
|
(248,799
|
)
|
|
$
|
(19,818
|
)
|
|
$
|
(270,089
|
)
|
|
$
|
(45,132
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations, basic and diluted
|
$
|
(3.60
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(3.85
|
)
|
|
$
|
(0.64
|
)
|
Loss from discontinued operations, basic and diluted
|
(0.02
|
)
|
|
(0.02
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
||||
Net loss, basic and diluted
|
$
|
(3.62
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(3.93
|
)
|
|
$
|
(0.66
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding, basic and diluted
|
68,698
|
|
|
68,468
|
|
|
68,668
|
|
|
68,354
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity (Deficit)
|
||||||||||||
Balances at December 31, 2014
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(10,679
|
)
|
|
$
|
529,682
|
|
|
$
|
(302,206
|
)
|
|
$
|
216,805
|
|
Issuance of Series A convertible preferred stock and warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
6,570
|
|
|
—
|
|
|
6,570
|
|
||||||
Accrued dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,258
|
)
|
|
—
|
|
|
(2,258
|
)
|
||||||
Deemed dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,350
|
)
|
|
—
|
|
|
(3,350
|
)
|
||||||
Compensation under employee stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
3,454
|
|
|
—
|
|
|
3,454
|
|
||||||
Surrender of stock to satisfy minimum tax withholding
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
2
|
|
|
—
|
|
|
(34
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264,481
|
)
|
|
(264,481
|
)
|
||||||
Balances at June 30, 2015
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(10,715
|
)
|
|
$
|
534,100
|
|
|
$
|
(566,687
|
)
|
|
$
|
(43,294
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
||||||||||||
Balances at December 31, 2013
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
(10,311
|
)
|
|
$
|
519,625
|
|
|
$
|
(154,738
|
)
|
|
$
|
354,583
|
|
Exercise of stock options
|
$
|
—
|
|
|
1
|
|
|
|
|
905
|
|
|
$
|
—
|
|
|
906
|
|
|||||
Compensation under employee stock compensation plan
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,665
|
|
|
—
|
|
|
4,665
|
|
||||
Net loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(45,132
|
)
|
|
(45,132
|
)
|
||
Balances at June 30, 2014
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(10,311
|
)
|
|
$
|
525,195
|
|
|
$
|
(199,870
|
)
|
|
$
|
315,022
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(264,481
|
)
|
|
$
|
(45,132
|
)
|
Less: loss from discontinued operations, net of income taxes
|
(5,412
|
)
|
|
(1,265
|
)
|
||
Loss from continuing operations, net of income taxes
|
(259,069
|
)
|
|
(43,867
|
)
|
||
Adjustments to reconcile loss from continuing operations, net of income taxes to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation
|
8,434
|
|
|
7,794
|
|
||
Amortization of intangibles
|
2,979
|
|
|
3,323
|
|
||
Impairment of goodwill
|
238,000
|
|
|
—
|
|
||
Amortization of deferred financing costs and debt discount
|
1,792
|
|
|
2,745
|
|
||
Change in fair value of contingent consideration
|
(72
|
)
|
|
(6,855
|
)
|
||
Change in deferred income taxes
|
(15,834
|
)
|
|
6,358
|
|
||
Compensation under stock-based compensation plans
|
2,819
|
|
|
4,884
|
|
||
Loss on disposal of fixed assets
|
628
|
|
|
—
|
|
||
Changes in assets and liabilities, net of acquired business:
|
|
|
|
||||
Receivables, net of bad debt expense
|
10,299
|
|
|
(19,019
|
)
|
||
Inventory
|
(5,149
|
)
|
|
(58
|
)
|
||
Prepaid expenses and other assets
|
(613
|
)
|
|
3,745
|
|
||
Accounts payable
|
(12,912
|
)
|
|
6,105
|
|
||
Claims payable
|
(3,346
|
)
|
|
1,475
|
|
||
Amounts due to plan sponsors
|
(1,524
|
)
|
|
816
|
|
||
Accrued interest
|
(148
|
)
|
|
4,764
|
|
||
Accrued expenses and other liabilities
|
(8,335
|
)
|
|
1,116
|
|
||
Net cash used in operating activities from continuing operations
|
(42,051
|
)
|
|
(26,674
|
)
|
||
Net cash used in operating activities from discontinued operations
|
(4,110
|
)
|
|
(4,304
|
)
|
||
Net cash used in operating activities
|
(46,161
|
)
|
|
(30,978
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment, net
|
(5,797
|
)
|
|
(6,925
|
)
|
||
Cash consideration paid for acquisitions, net of cash acquired
|
—
|
|
|
(454
|
)
|
||
Net cash used in investing activities from continuing operations
|
(5,797
|
)
|
|
(7,379
|
)
|
||
Net cash provided by investing activities from discontinued operations
|
—
|
|
|
57,688
|
|
||
Net cash provided by (used in) investing activities
|
(5,797
|
)
|
|
50,309
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of convertible preferred stock and warrants, net of issuance costs
|
58,951
|
|
|
—
|
|
||
Proceeds from senior notes due 2021, net of fees paid to lenders
|
—
|
|
|
193,868
|
|
||
Deferred and other financing costs
|
(1,218
|
)
|
|
(1,161
|
)
|
||
Borrowings on line of credit
|
129,163
|
|
|
85,400
|
|
||
Repayments on line of credit
|
(134,163
|
)
|
|
(125,403
|
)
|
||
Principal payments on long-term debt
|
—
|
|
|
(172,243
|
)
|
||
Repayments of capital leases
|
(345
|
)
|
|
(151
|
)
|
||
Net proceeds from exercise of employee stock compensation plans
|
2
|
|
|
905
|
|
||
Net cash provided by (used in) financing activities from continuing operations
|
52,390
|
|
|
(18,785
|
)
|
||
Net change in cash and cash equivalents
|
432
|
|
|
546
|
|
||
Cash and cash equivalents - beginning of period
|
740
|
|
|
1,001
|
|
||
Cash and cash equivalents - end of period
|
$
|
1,172
|
|
|
$
|
1,547
|
|
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
18,391
|
|
|
$
|
12,232
|
|
Cash paid during the period for income taxes
|
$
|
515
|
|
|
$
|
349
|
|
NOTE 1--
|
BASIS OF PRESENTATION
|
•
|
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.
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
||||||||||||
Government
|
|
$
|
24,706
|
|
|
$
|
13,114
|
|
|
$
|
37,820
|
|
|
$
|
25,812
|
|
|
$
|
13,036
|
|
|
$
|
38,848
|
|
Commercial
|
|
112,593
|
|
|
34,954
|
|
|
147,547
|
|
|
117,699
|
|
|
35,302
|
|
|
153,001
|
|
||||||
Patient
|
|
6,920
|
|
|
11,516
|
|
|
18,436
|
|
|
4,899
|
|
|
10,562
|
|
|
15,461
|
|
||||||
Gross accounts receivable
|
|
$
|
144,219
|
|
|
$
|
59,584
|
|
|
203,803
|
|
|
$
|
148,410
|
|
|
$
|
58,900
|
|
|
207,310
|
|
||
Allowance for doubtful accounts
|
|
|
|
|
|
(72,332
|
)
|
|
|
|
|
|
(66,500
|
)
|
||||||||||
Net accounts receivable
|
|
|
|
|
|
$
|
131,471
|
|
|
|
|
|
|
$
|
140,810
|
|
NOTE 2--
|
EARNINGS PER SHARE
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
2015
|
2014
|
2015
|
2014
|
||||||||
Numerator:
|
|
|
|
|
||||||||
Loss from continuing operations, net of income taxes
|
$
|
(243,164
|
)
|
$
|
(18,611
|
)
|
$
|
(259,069
|
)
|
$
|
(43,867
|
)
|
Loss from discontinued operations, net of income taxes
|
(1,644
|
)
|
(1,207
|
)
|
(5,412
|
)
|
(1,265
|
)
|
||||
Net loss
|
$
|
(244,808
|
)
|
$
|
(19,818
|
)
|
$
|
(264,481
|
)
|
$
|
(45,132
|
)
|
Accrued dividends on Series A Preferred Stock
|
(1,805
|
)
|
—
|
|
(2,258
|
)
|
—
|
|
||||
Deemed dividend on Series A Preferred Stock
|
(2,186
|
)
|
—
|
|
(3,350
|
)
|
—
|
|
||||
Loss attributable to common stockholders
|
$
|
(248,799
|
)
|
$
|
(19,818
|
)
|
$
|
(270,089
|
)
|
$
|
(45,132
|
)
|
|
|
|
|
|
||||||||
Denominator - Basic and Diluted:
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding
|
68,698
|
|
68,468
|
|
68,668
|
|
68,354
|
|
||||
|
|
|
|
|
||||||||
Loss per Common Share:
|
|
|
|
|
||||||||
Loss from continuing operations, basic and diluted
|
$
|
(3.60
|
)
|
$
|
(0.27
|
)
|
$
|
(3.85
|
)
|
$
|
(0.64
|
)
|
Loss from discontinuing operations, basic and diluted
|
(0.02
|
)
|
(0.02
|
)
|
(0.08
|
)
|
(0.02
|
)
|
||||
Net loss, basic and diluted
|
$
|
(3.62
|
)
|
$
|
(0.29
|
)
|
$
|
(3.93
|
)
|
$
|
(0.66
|
)
|
|
Relative Fair Value Allocation
|
||
Financial instruments:
|
March 9, 2015
|
||
Series A Preferred Stock
1
|
$
|
59,355
|
|
PIPE Warrants
2
|
3,145
|
|
|
Total Investment
|
$
|
62,500
|
|
|
Carrying Value
|
||
Series A Preferred Stock:
|
March 9, 2015
|
||
Issuance date liquidation preference
|
$
|
62,500
|
|
Discount related to warrant value
1
|
(3,145
|
)
|
|
Discount related to beneficial conversion feature
2
|
(3,145
|
)
|
|
Discount related to issuance costs
3
|
(3,830
|
)
|
|
Initial carrying value of Series A Preferred Stock
|
$
|
52,380
|
|
Series A Preferred Stock carrying value at issuance
|
$
|
52,380
|
|
Accretion of discount related to issuance costs
|
109
|
|
|
Accretion of discount related to warrant value
|
96
|
|
|
Accretion of discount related to beneficial conversion feature
|
3,145
|
|
|
Dividends recorded through June 2015
1
|
2,258
|
|
|
Series A Preferred Stock carrying value June 30, 2015
|
$
|
57,988
|
|
|
Carrying Value
|
||
PIPE Warrants
|
March 9, 2015
|
||
Fair value allocated to PIPE Warrants
|
$
|
3,145
|
|
Discount related to issuance costs
1
|
(203
|
)
|
|
Carrying value of PIPE Warrants
|
$
|
2,942
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Legal and professional fees
|
$
|
223
|
|
|
$
|
1,571
|
|
|
$
|
571
|
|
|
$
|
2,546
|
|
Employee costs including redundant salaries and benefits and severance
|
10
|
|
|
430
|
|
|
(332
|
)
|
|
1,580
|
|
||||
Facilities consolidation and discontinuation
|
143
|
|
|
353
|
|
|
336
|
|
|
658
|
|
||||
Change in revenue reserves related to acquired accounts receivable
|
(118
|
)
|
|
2,118
|
|
|
(463
|
)
|
|
5,420
|
|
||||
Legal settlement
|
—
|
|
|
8
|
|
|
—
|
|
|
333
|
|
||||
Other
|
1
|
|
|
853
|
|
|
367
|
|
|
1,295
|
|
||||
Total
|
$
|
259
|
|
|
$
|
5,333
|
|
|
$
|
479
|
|
|
$
|
11,832
|
|
|
|
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
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
502
|
|
|
$
|
—
|
|
|
$
|
18,932
|
|
Gross profit
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
6,954
|
|
Selling, general and administrative expenses
|
—
|
|
|
583
|
|
|
—
|
|
|
7,375
|
|
||||
Bad debt expense
|
—
|
|
|
237
|
|
|
—
|
|
|
900
|
|
||||
Income (loss) from operations
|
—
|
|
|
(647
|
)
|
|
—
|
|
|
(1,321
|
)
|
||||
Gain on sale before income taxes
|
—
|
|
|
(1,072
|
)
|
|
—
|
|
|
(2,067
|
)
|
||||
Financial advisory fee and legal expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
2,875
|
|
||||
Impairment of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
452
|
|
||||
Other costs and expenses
|
292
|
|
|
—
|
|
|
341
|
|
|
47
|
|
||||
Income (loss) before income taxes
|
(292
|
)
|
|
425
|
|
|
(341
|
)
|
|
(2,628
|
)
|
||||
Income tax expense (benefit)
|
—
|
|
|
(355
|
)
|
|
—
|
|
|
(4,186
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(292
|
)
|
|
$
|
780
|
|
|
$
|
(341
|
)
|
|
$
|
1,558
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross profit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
Operating expenses
|
—
|
|
|
1,987
|
|
|
—
|
|
|
2,796
|
|
||||
Legal fees and settlement expense
|
1,116
|
|
|
—
|
|
|
3,129
|
|
|
—
|
|
||||
Other (income) expense
|
236
|
|
|
—
|
|
|
266
|
|
|
—
|
|
||||
Facilities costs
|
—
|
|
|
—
|
|
|
1,676
|
|
|
—
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(1,352
|
)
|
|
$
|
(1,987
|
)
|
|
$
|
(5,071
|
)
|
|
$
|
(2,823
|
)
|
|
|
Legal Settlement
|
|
Other Costs
|
|
Total
|
||||||
Balance at December 31, 2014
|
|
$
|
12,389
|
|
|
$
|
609
|
|
|
$
|
12,998
|
|
Expenses
|
|
1,076
|
|
|
1,795
|
|
|
2,871
|
|
|||
Cash payments
|
|
(6,376
|
)
|
|
(856
|
)
|
|
(7,232
|
)
|
|||
Balance at June 30, 2015
|
|
$
|
7,089
|
|
|
$
|
1,548
|
|
|
$
|
8,637
|
|
|
Infusion Services
|
PBM Services
|
Total
|
||||||
Balance at December 31, 2014
|
$
|
560,579
|
|
12,744
|
|
573,323
|
|
||
Additions
|
—
|
|
—
|
|
—
|
|
|||
Impairment of goodwill
|
$
|
238,000
|
|
$
|
—
|
|
$
|
238,000
|
|
Balance at June 30, 2015
|
$
|
322,579
|
|
$
|
12,744
|
|
$
|
335,323
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Infusion customer relationships
|
$
|
25,650
|
|
|
$
|
(18,894
|
)
|
|
$
|
6,756
|
|
|
$
|
25,650
|
|
|
$
|
(16,615
|
)
|
|
$
|
9,035
|
|
Infusion trademarks
|
6,200
|
|
|
(5,983
|
)
|
|
217
|
|
|
6,200
|
|
|
(5,333
|
)
|
|
867
|
|
||||||
Non-compete agreements
|
1,500
|
|
|
(1,183
|
)
|
|
317
|
|
|
1,500
|
|
|
(1,133
|
)
|
|
367
|
|
||||||
|
$
|
33,350
|
|
|
$
|
(26,060
|
)
|
|
$
|
7,290
|
|
|
$
|
33,350
|
|
|
$
|
(23,081
|
)
|
|
$
|
10,269
|
|
|
Estimated Useful Life
|
Infusion customer relationships
|
2 - 4 years
|
Infusion trademarks
|
2 years
|
Non-compete agreements
|
5 years
|
2015 (six months)
|
$
|
2,162
|
|
2016
|
3,078
|
|
|
2017
|
1,983
|
|
|
2018
|
67
|
|
|
2019 and beyond
|
—
|
|
|
Total
|
$
|
7,290
|
|
|
Employee Severance
and Other Benefits
|
|
Consulting
Costs
|
|
Other Costs
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
1,385
|
|
|
$
|
481
|
|
|
$
|
1,476
|
|
|
$
|
3,342
|
|
Expenses
|
732
|
|
|
111
|
|
|
1,098
|
|
|
1,941
|
|
||||
Cash payments
|
(984
|
)
|
|
(589
|
)
|
|
(2,389
|
)
|
|
(3,962
|
)
|
||||
Balance at June 30, 2015
|
$
|
1,133
|
|
|
$
|
3
|
|
|
$
|
185
|
|
|
$
|
1,321
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Computer and office equipment
|
$
|
22,869
|
|
|
$
|
22,662
|
|
Software capitalized for internal use
|
16,043
|
|
|
14,914
|
|
||
Vehicles, including equipment acquired under capital leases
|
2,062
|
|
|
2,106
|
|
||
Medical equipment, including equipment acquired under capital leases
|
27,954
|
|
|
27,668
|
|
||
Construction in progress
|
4,379
|
|
|
3,287
|
|
||
Furniture and fixtures
|
4,548
|
|
|
4,487
|
|
||
Leasehold improvements
|
13,998
|
|
|
13,690
|
|
||
|
91,853
|
|
|
88,814
|
|
||
Less: Accumulated depreciation
|
(56,947
|
)
|
|
(50,643
|
)
|
||
Property and equipment, net
|
$
|
34,906
|
|
|
$
|
38,171
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
5,000
|
|
Term Loan Facilities
|
222,757
|
|
|
222,757
|
|
||
2021 Notes, net of unamortized discount
|
195,745
|
|
|
195,462
|
|
||
Capital leases
|
355
|
|
|
584
|
|
||
Total Debt
|
418,857
|
|
|
423,803
|
|
||
Less: Current portion
|
238
|
|
|
5,395
|
|
||
Long-term debt, net of current portion
|
$
|
418,619
|
|
|
$
|
418,408
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revolving Credit Facility
|
$
|
223
|
|
|
$
|
184
|
|
|
$
|
870
|
|
|
$
|
768
|
|
Term Loan Facilities
|
3,660
|
|
|
3,669
|
|
|
7,279
|
|
|
9,419
|
|
||||
2021 Notes
|
4,438
|
|
|
4,437
|
|
|
8,727
|
|
|
6,744
|
|
||||
Amortization of deferred financing costs
|
693
|
|
|
727
|
|
|
1,334
|
|
|
2,550
|
|
||||
Amortization of debt discount
|
142
|
|
|
129
|
|
|
282
|
|
|
195
|
|
||||
Other, net
|
(76
|
)
|
|
(11
|
)
|
|
(249
|
)
|
|
(42
|
)
|
||||
Interest expense, net
|
$
|
9,080
|
|
|
$
|
9,135
|
|
|
$
|
18,243
|
|
|
$
|
19,634
|
|
|
Operating Leases
|
|
Capital Leases
|
|
Total
|
||||||
2015 (six months)
|
$
|
4,560
|
|
|
$
|
181
|
|
|
$
|
4,741
|
|
2016
|
7,921
|
|
|
122
|
|
|
8,043
|
|
|||
2017
|
6,773
|
|
|
62
|
|
|
6,835
|
|
|||
2018
|
4,713
|
|
|
11
|
|
|
4,724
|
|
|||
2019
|
2,731
|
|
|
—
|
|
|
2,731
|
|
|||
2020 and thereafter
|
2,357
|
|
|
—
|
|
|
2,357
|
|
|||
Total
|
$
|
29,055
|
|
|
$
|
376
|
|
|
$
|
29,431
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Results of Operations:
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Infusion Services - product revenue
|
$
|
241,020
|
|
|
$
|
225,277
|
|
|
$
|
480,067
|
|
|
$
|
441,180
|
|
Infusion Services - service revenue
|
5,957
|
|
|
5,271
|
|
|
11,187
|
|
|
10,437
|
|
||||
Total Infusion Services revenue
|
246,977
|
|
|
230,548
|
|
|
491,254
|
|
|
451,617
|
|
||||
PBM Services - service revenue
|
15,386
|
|
|
16,577
|
|
|
32,790
|
|
|
34,801
|
|
||||
Total revenue
|
$
|
262,363
|
|
|
$
|
247,125
|
|
|
$
|
524,044
|
|
|
$
|
486,418
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA by Segment before corporate overhead:
|
|
|
|
|
|
|
|
|
|
||||||
Infusion Services
|
$
|
4,140
|
|
|
$
|
16,194
|
|
|
$
|
16,839
|
|
|
$
|
31,155
|
|
PBM Services
|
1,737
|
|
|
1,837
|
|
|
3,126
|
|
|
3,512
|
|
||||
Total Segment Adjusted EBITDA
|
5,877
|
|
|
18,031
|
|
|
19,965
|
|
|
34,667
|
|
||||
Corporate overhead
|
(8,411
|
)
|
|
(7,016
|
)
|
|
(16,179
|
)
|
|
(14,492
|
)
|
||||
Consolidated Adjusted EBITDA
|
(2,534
|
)
|
|
11,015
|
|
|
3,786
|
|
|
20,175
|
|
||||
Interest expense, net
|
(9,080
|
)
|
|
(9,135
|
)
|
|
(18,243
|
)
|
|
(19,634
|
)
|
||||
Loss on sale of assets
|
(628
|
)
|
|
|
|
|
(628
|
)
|
|
—
|
|
||||
Income tax (expense) benefit
|
19,921
|
|
|
(3,063
|
)
|
|
17,993
|
|
|
(6,554
|
)
|
||||
Depreciation
|
(4,130
|
)
|
|
(3,958
|
)
|
|
(8,434
|
)
|
|
(7,794
|
)
|
||||
Amortization of intangibles
|
(1,489
|
)
|
|
(1,620
|
)
|
|
(2,979
|
)
|
|
(3,323
|
)
|
||||
Impairment of goodwill
|
(238,000
|
)
|
|
—
|
|
|
(238,000
|
)
|
|
—
|
|
||||
Stock-based compensation expense
|
(1,162
|
)
|
|
(1,998
|
)
|
|
(2,819
|
)
|
|
(4,884
|
)
|
||||
Acquisition and integration expenses
|
(259
|
)
|
|
(5,333
|
)
|
|
(479
|
)
|
|
(11,832
|
)
|
||||
Restructuring and other expenses
|
(5,803
|
)
|
|
(4,519
|
)
|
|
(9,266
|
)
|
|
(10,021
|
)
|
||||
Loss from continuing operations, net of income taxes
|
$
|
(243,164
|
)
|
|
$
|
(18,611
|
)
|
|
$
|
(259,069
|
)
|
|
$
|
(43,867
|
)
|
Supplemental Operating Data
|
|
|
|
||||
|
June 30,
2015 |
|
December 31,
2014 |
||||
Total Assets:
|
|
|
|
||||
Infusion Services
|
$
|
510,566
|
|
|
$
|
755,955
|
|
PBM Services
|
26,702
|
|
|
29,147
|
|
||
Corporate unallocated, including cash and cash equivalents
|
39,881
|
|
|
39,611
|
|
||
Total Assets
|
$
|
577,149
|
|
|
$
|
824,713
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Current
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
29
|
|
|
(587
|
)
|
|
30
|
|
|
196
|
|
||||
Total current
|
29
|
|
|
(587
|
)
|
|
30
|
|
|
196
|
|
||||
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal
|
(16,816
|
)
|
|
3,248
|
|
|
(15,188
|
)
|
|
5,644
|
|
||||
State
|
(3,134
|
)
|
|
402
|
|
|
(2,835
|
)
|
|
714
|
|
||||
Total deferred
|
(19,950
|
)
|
|
3,650
|
|
|
(18,023
|
)
|
|
6,358
|
|
||||
Total income tax expense (benefit)
|
$
|
(19,921
|
)
|
|
$
|
3,063
|
|
|
$
|
(17,993
|
)
|
|
$
|
6,554
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Tax benefit at statutory rate
|
$
|
(92,080
|
)
|
|
$
|
(5,374
|
)
|
|
$
|
(96,972
|
)
|
|
$
|
(13,044
|
)
|
State tax expense (benefit), net of Federal taxes
|
11
|
|
|
(384
|
)
|
|
11
|
|
|
125
|
|
||||
Change in tax contingencies
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Valuation allowance changes affecting income tax expense
|
31,098
|
|
|
8,755
|
|
|
37,879
|
|
|
19,356
|
|
||||
Impairment of goodwill
|
40,977
|
|
|
—
|
|
|
40,977
|
|
|
—
|
|
||||
Non-deductible transaction costs and other
|
71
|
|
|
66
|
|
|
110
|
|
|
117
|
|
||||
Income tax expense (benefit)
|
$
|
(19,921
|
)
|
|
$
|
3,063
|
|
|
$
|
(17,993
|
)
|
|
$
|
6,554
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
•
|
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;
|
•
|
our high level of indebtedness;
|
•
|
our expectations regarding financial condition or results of operations in future periods;
|
•
|
our future sources of, and needs for, liquidity and capital resources;
|
•
|
our expectations regarding economic and business conditions;
|
•
|
our expectations regarding potential legislative and regulatory changes impacting the level of reimbursement received from the Medicare and state Medicaid programs;
|
•
|
our internal control over financial reporting;
|
•
|
periodic reviews and billing audits from governmental and private payors;
|
•
|
our expectations regarding the size and growth of the market for our products and services;
|
•
|
our business strategies and our ability to grow our business;
|
•
|
the implementation or interpretation of current or future regulations and legislation, particularly governmental oversight of our business;
|
•
|
our expectations regarding the recoverability of our goodwill, goodwill impairment charge estimates and the potential for future impairment charges;
|
•
|
our ability to successfully execute our financial improvement plan;
|
•
|
our ability to maintain contracts and relationships with our customers;
|
•
|
our ability to avoid delays in payment from our customers;
|
•
|
sales and marketing efforts;
|
•
|
status of material contractual arrangements, including the negotiation or re-negotiation of such arrangements;
|
•
|
our ability to address cybersecurity risks;
|
•
|
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;
|
•
|
future capital expenditures;
|
•
|
our ability to hire and retain key employees;
|
•
|
our ability to successfully execute our succession plans;
|
•
|
our ability to execute our acquisition and growth strategy;
|
•
|
our ability to successfully integrate businesses we may acquire; and
|
•
|
other risks and uncertainties described from time to time in our filings with the SEC.
|
•
|
risks associated with increased government regulation related to the health care and insurance industries in general, and more specifically, home infusion and pharmacy benefit management providers;
|
•
|
our expectation regarding the interim and ultimate outcome of commercial disputes, including litigation;
|
•
|
unfavorable economic and market conditions;
|
•
|
disruptions in supplies and services resulting from force majeure events such as war, strike, riot, crime, or “acts of God” such as hurricanes, flooding, blizzards or earthquakes;
|
•
|
reductions in federal and state reimbursement for our products and services;
|
•
|
delays or suspensions of Federal and state payments for services provided;
|
•
|
efforts to reduce healthcare costs and alter health care financing;
|
•
|
effects of the Patient Protection and Affordable Care Act, or PPACA, and the Health Care and Education Reconciliation Act of 2010, which amended PPACA, and the related accountable care organizations;
|
•
|
existence of complex laws and regulations relating to our business;
|
•
|
achieving financial covenants under our senior secured credit facility and unsecured notes indenture;
|
•
|
availability of financing sources;
|
•
|
declines and other changes in revenue due to the expiration of short-term contracts;
|
•
|
network lockouts and decisions to in-source by health insurers including lockouts with respect to acquired entities;
|
•
|
unforeseen contract terminations;
|
•
|
our ability to comply with debt covenants in our senior secured credit facility and unsecured notes indenture and the increased leverage we incurred upon completion of the acquisition of substantially all of the assets and assumption of certain liabilities that constituted the home infusion business of CarePoint Partners Holdings LLC;
|
•
|
difficulties in the implementation and ongoing evolution of our operating systems;
|
•
|
difficulties with the implementation of our growth strategy and integrating businesses we have acquired or will acquire;
|
•
|
increases or other changes in our acquisition cost for our products;
|
•
|
increased competition from competitors having greater financial, technical, reimbursement, marketing and other resources could have the effect of reducing prices and margins;
|
•
|
disruptions in our relationship with our primary supplier of prescription products;
|
•
|
the level of our indebtedness and its effect on our ability to execute our business strategy and increased risk of default under our debt obligations;
|
•
|
introduction of new drugs, which can cause prescribers to adopt therapies for existing patients that are less profitable to us;
|
•
|
risks associated with our issuance of Series A Preferred Stock and PIPE Warrants to the PIPE Investors (as defined below); and
|
•
|
changes in industry pricing benchmarks, which could have the effect of reducing prices and margins.
|
•
|
On February 1, 2012, we entered into a Community Pharmacy and Mail Business Purchase Agreement (the “2012 Asset Purchase Agreement”) by and among Walgreen Co. and certain subsidiaries (collectively, the “Buyers”) with respect to the sale of certain assets, rights and properties (the “Pharmacy Services Asset Sale”) relating to our traditional and specialty pharmacy mail operations and community retail pharmacy stores.
|
•
|
On July 31, 2012, we acquired 100% of InfuScience, Inc. (“InfuScience”). InfuScience historically acquired, developed and operated businesses providing alternate site infusion pharmacy services through five infusion centers located in Eagan, Minnesota; Omaha, Nebraska; Chantilly, Virginia; Charleston, South Carolina; and Savannah, Georgia.
|
•
|
On February 1, 2013, we acquired 100% of the ownership interest in HomeChoice Partners, Inc. (“HomeChoice”). Prior to our acquisition, HomeChoice serviced approximately 15,000 patients annually and had 14 infusion pharmacy locations in Pennsylvania, Washington, D.C., Maryland, Virginia, North Carolina, South Carolina, Georgia, Missouri, and Alabama.
|
•
|
On August 23, 2013, we completed the acquisition of substantially all of the assets and assumption of certain liabilities that constituted the home infusion business (the “CarePoint Business”) of CarePoint Partners Holdings LLC. CarePoint serviced approximately 20,500 patients annually and had 28 sites of service in nine states in the East Coast and Gulf Coast regions prior to our acquisition.
|
•
|
On March 31, 2014, we completed the sale of substantially all of our Home Health Services segment to LHC Group, Inc.
|
•
|
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.
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
||||||||||||
Government
|
|
$
|
24,706
|
|
|
$
|
13,114
|
|
|
$
|
37,820
|
|
|
$
|
25,812
|
|
|
$
|
13,036
|
|
|
$
|
38,848
|
|
Commercial
|
|
112,593
|
|
|
34,954
|
|
|
147,547
|
|
|
117,699
|
|
|
35,302
|
|
|
153,001
|
|
||||||
Patient
|
|
6,920
|
|
|
11,516
|
|
|
18,436
|
|
|
4,899
|
|
|
10,562
|
|
|
15,461
|
|
||||||
Gross accounts receivable
|
|
$
|
144,219
|
|
|
$
|
59,584
|
|
|
203,803
|
|
|
$
|
148,410
|
|
|
$
|
58,900
|
|
|
207,310
|
|
||
Allowance for doubtful accounts
|
|
|
|
|
|
(72,332
|
)
|
|
|
|
|
|
(66,500
|
)
|
||||||||||
Net accounts receivable
|
|
|
|
|
|
$
|
131,471
|
|
|
|
|
|
|
$
|
140,810
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||||||
Revenue
|
$
|
262,363
|
|
|
|
$
|
247,125
|
|
|
|
$
|
15,238
|
|
||
Gross profit
|
65,966
|
|
25.1
|
%
|
|
65,356
|
|
26.4
|
%
|
|
610
|
|
|||
Loss from continuing operations
|
(254,005
|
)
|
(96.8
|
)%
|
|
(6,413
|
)
|
(2.6
|
)%
|
|
(247,592
|
)
|
|||
Interest expense, net
|
9,080
|
|
3.5
|
%
|
|
(6,413
|
)
|
(2.6
|
)%
|
|
15,493
|
|
|||
Loss from continuing operations, before income taxes
|
(263,085
|
)
|
(100.3
|
)%
|
|
(15,548
|
)
|
(6.3
|
)%
|
|
(247,537
|
)
|
|||
Loss from continuing operations, net of income taxes
|
(243,164
|
)
|
(92.7
|
)%
|
|
(18,611
|
)
|
(7.5
|
)%
|
|
(224,553
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
(1,644
|
)
|
(0.6
|
)%
|
|
(1,207
|
)
|
(0.5
|
)%
|
|
(437
|
)
|
|||
Net loss
|
$
|
(244,808
|
)
|
(93.3
|
)%
|
|
$
|
(19,818
|
)
|
(8.0
|
)%
|
|
$
|
(224,990
|
)
|
|
Six Months Ended June 30,
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||||||
Revenue
|
$
|
524,044
|
|
|
|
$
|
486,418
|
|
|
|
$
|
37,626
|
|
||
Gross profit
|
132,439
|
|
25.3
|
%
|
|
130,456
|
|
26.8
|
%
|
|
1,983
|
|
|||
Loss from continuing operations
|
(258,819
|
)
|
(49.4
|
)%
|
|
(17,679
|
)
|
(3.6
|
)%
|
|
(241,140
|
)
|
|||
Interest expense, net
|
18,243
|
|
3.5
|
%
|
|
19,634
|
|
4.0
|
%
|
|
(1,391
|
)
|
|||
Loss from continuing operations, before income taxes
|
(277,062
|
)
|
(52.9
|
)%
|
|
(37,313
|
)
|
(7.7
|
)%
|
|
(239,749
|
)
|
|||
Loss from continuing operations, net of income taxes
|
(259,069
|
)
|
(49.4
|
)%
|
|
(43,867
|
)
|
(9.0
|
)%
|
|
(215,202
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
(5,412
|
)
|
(1.0
|
)%
|
|
(1,265
|
)
|
(0.3
|
)%
|
|
(4,147
|
)
|
|||
Net loss
|
$
|
(264,481
|
)
|
(50.5
|
)%
|
|
$
|
(45,132
|
)
|
(9.3
|
)%
|
|
$
|
(219,349
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA by Segment before corporate overhead:
|
|
|
|
|
|
|
|
||||||||
Infusion Services
|
$
|
4,140
|
|
|
$
|
16,194
|
|
|
$
|
16,839
|
|
|
$
|
31,155
|
|
PBM Services
|
1,737
|
|
|
1,837
|
|
|
3,126
|
|
|
3,512
|
|
||||
Total Segment Adjusted EBITDA
|
5,877
|
|
|
18,031
|
|
|
19,965
|
|
|
34,667
|
|
||||
Corporate overhead
|
(8,411
|
)
|
|
(7,016
|
)
|
|
(16,179
|
)
|
|
(14,492
|
)
|
||||
Consolidated Adjusted EBITDA
|
(2,534
|
)
|
|
11,015
|
|
|
3,786
|
|
|
20,175
|
|
||||
Interest expense, net
|
(9,080
|
)
|
|
(9,135
|
)
|
|
(18,243
|
)
|
|
(19,634
|
)
|
||||
Income tax expense
|
19,921
|
|
|
(3,063
|
)
|
|
17,993
|
|
|
(6,554
|
)
|
||||
Depreciation
|
(4,130
|
)
|
|
(3,958
|
)
|
|
(8,434
|
)
|
|
(7,794
|
)
|
||||
Amortization of intangibles
|
(1,489
|
)
|
|
(1,620
|
)
|
|
(2,979
|
)
|
|
(3,323
|
)
|
||||
Impairment of goodwill
|
(238,000
|
)
|
|
—
|
|
|
(238,000
|
)
|
|
—
|
|
||||
Stock-based compensation expense
|
(1,162
|
)
|
|
(1,998
|
)
|
|
(2,819
|
)
|
|
(4,884
|
)
|
||||
Acquisition and integration expenses
|
(259
|
)
|
|
(5,333
|
)
|
|
(479
|
)
|
|
(11,832
|
)
|
||||
Restructuring and other expenses
|
(5,803
|
)
|
|
(4,519
|
)
|
|
(9,266
|
)
|
|
(10,021
|
)
|
||||
Loss from continuing operations, net of income taxes
|
$
|
(243,164
|
)
|
|
$
|
(18,611
|
)
|
|
$
|
(259,069
|
)
|
|
$
|
(43,867
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
1
|
|
2014
1
|
|
2015
1
|
|
2014
1
|
||||||||
|
|
|
|
|
(in thousands)
|
||||||||||
Net loss from continuing operations, net of income taxes
|
$
|
(243,164
|
)
|
|
$
|
(18,611
|
)
|
|
$
|
(259,069
|
)
|
|
$
|
(43,867
|
)
|
Accrued dividends on preferred stock
|
(1,805
|
)
|
|
—
|
|
|
(2,258
|
)
|
|
—
|
|
||||
Deemed dividend on preferred stock
|
(2,186
|
)
|
|
—
|
|
|
(3,350
|
)
|
|
—
|
|
||||
Loss attributable to common stockholders, from continuing operations
|
(247,155
|
)
|
|
(18,611
|
)
|
|
$
|
(264,677
|
)
|
|
$
|
(43,867
|
)
|
||
Non-GAAP adjustments, net of income taxes:
|
|
|
|
|
|
|
|
||||||||
Restructuring and other expenses
2
|
5,803
|
|
|
4,519
|
|
|
9,266
|
|
|
10,021
|
|
||||
Loss on sale of assets
|
628
|
|
|
—
|
|
|
628
|
|
|
—
|
|
||||
Acquisition and integration expenses
|
259
|
|
|
5,333
|
|
|
479
|
|
|
11,832
|
|
||||
Amortization of intangibles
|
1,489
|
|
|
1,620
|
|
|
2,979
|
|
|
3,323
|
|
||||
Impairment of goodwill
|
238,000
|
|
|
—
|
|
|
238,000
|
|
|
—
|
|
||||
Compensation under stock-based compensation plans
|
1,162
|
|
|
1,998
|
|
|
2,819
|
|
|
4,884
|
|
||||
Non-GAAP net loss from continuing operations
|
$
|
186
|
|
|
$
|
(5,141
|
)
|
|
$
|
(10,506
|
)
|
|
$
|
(13,807
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per share attributable to common stockholders, from continuing operations, basic and diluted
|
$
|
(3.60
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(3.85
|
)
|
|
$
|
(0.64
|
)
|
Non-GAAP adjustments, net of income tax:
|
|
|
|
|
|
|
|
||||||||
Restructuring and other expenses
3
|
0.08
|
|
|
0.07
|
|
|
0.13
|
|
|
0.15
|
|
||||
Loss on sale of assets
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Acquisition and integration expenses
|
—
|
|
|
0.08
|
|
|
0.01
|
|
|
0.17
|
|
||||
Amortization of intangibles
|
0.02
|
|
|
0.02
|
|
|
0.04
|
|
|
0.05
|
|
||||
Impairment of goodwill
|
3.46
|
|
|
—
|
|
|
3.47
|
|
|
—
|
|
||||
Compensation under stock-based compensation plans
|
0.02
|
|
|
0.03
|
|
|
0.04
|
|
|
0.07
|
|
||||
Non-GAAP loss per share from continuing operations, basic and diluted
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic and diluted
|
68,698
|
|
|
68,468
|
|
|
68,668
|
|
|
68,354
|
|
|
Payments Due in Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
Remainder 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and Beyond
|
||||||||||||||
Long-term debt
|
$
|
418,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418,619
|
|
||||||
Operating lease obligations
|
29,055
|
|
|
4,560
|
|
|
7,921
|
|
|
6,773
|
|
|
4,713
|
|
|
2,731
|
|
|
2,357
|
|
|||||||
Capital lease obligations
|
376
|
|
|
181
|
|
|
122
|
|
|
62
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||||
Settlement agreement
(1)
|
6,181
|
|
|
—
|
|
|
6,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase commitment
(2)
|
23,331
|
|
|
23,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
477,562
|
|
|
$
|
28,072
|
|
|
$
|
14,224
|
|
|
$
|
6,835
|
|
|
$
|
4,724
|
|
|
$
|
2,731
|
|
|
$
|
420,976
|
|
(1)
|
Includes estimated interest.
|
(2)
|
Commitment to purchase prescription drugs from drug manufacturers.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
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 GAAP.
|
•
|
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.
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit Number
|
Description
|
2.1
|
Asset Purchase Agreement, dated August 9, 2015, by and among the Company, BioScrip PBM Services, LLC and ProCare Pharmacy Benefit Manager Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 10, 2015, SEC File Number 000-28740).
|
3.1
|
Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (File No. 333-119098) declared effective on January 26, 2005).
|
3.2
|
Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 10, 2010, SEC File Number 000-28740).
|
3.3
|
Certificate of Designations for Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 10, 2015, SEC File Number 000-28740).
|
3.4
|
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 28, 2011, SEC File Number 000-28740).
|
4.1
|
Form of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (File No. 333-202631)).
|
4.2
|
Form of Certificate Representing Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 333-202631)).
|
4.3
|
Warrant Agreement, dated July 28, 2015, by and between the Company and the American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 28, 2015, SEC File Number 000-28740).
|
10.1
|
Amendment dated April 2, 2015, to the Employment Offer Letter by and between the Company and Brian Stiver (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2015, SEC File Number 000-28740).
|
10.2
|
Offer Letter, dated as of April 26, 2015, by and between the Company and Jeffrey M. Kreger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2015, SEC File Number 000-28740).
|
10.3
|
Memorandum of Understanding, dated as of April 30, 2015, by and among the Company and the parties to
In re BioScrip, Inc. Stockholder Litigation
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2015, SEC File Number 000-28740).
|
10.4
|
Form of Market-Based Cash Award Agreement.
|
10.5
|
First Amendment to the BioScrip, Inc. Employee Stock Purchase Plan.
|
10.6
|
Fourth Amendment to the Senior Credit Facilities, dated as of August 6, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K filed on August 10, 2015, SEC File Number 000-28740).
|
31.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101 *
|
The following financial information from BioScrip, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Operations for the three months and six months ended June 30, 2015 and 2014, (ii) Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, (iii) Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, and (iv) Notes to Unaudited Consolidated Financial Statements.
|
|
|
|
|
|
|
*
|
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.
|
BIOSCRIP INC.
|
|
/s/ C. Britt Jeffcoat
|
C. Britt Jeffcoat
|
Vice President, Controller
and Chief Accounting Officer
|
1.
|
Paragraph (i) of Section 2.1 of the Plan shall be amended and restated to read as follows:
|
2.1(i)
|
ELIGIBLE EMPLOYEE
shall mean each employee of the Company or a Subsidiary (if the Subsidiary has adopted the Plan) as of the first business day of a given Offering Period, except that the following employees of a Company or Subsidiary are excluded:
|
2.
|
Paragraph (k) of Section 2.1 of the Plan shall be amended and restated to read as follows:
|
2.1(k)
|
OFFERING PERIOD
shall mean that period to be determined by the Committee beginning on the date the Employees are offered the opportunity to purchase Stock hereunder, for which each eligible Employee shall determine whether and to what extent he desires to participate by authorizing payroll deductions. Until changed by the Committee, each Offering Period shall run for three months, with each Offering Period beginning on the first day of each calendar quarter during the year and ending on the last day of each such quarter (i.e., January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1 through December 31). The Committee may, in its sole and absolute discretion, modify the length and frequency of the Offering Period.
|
3.
|
Paragraph (p) of Section 2.1 of the Plan, “Payroll Deduction Period” shall be deleted in its entirety and is not replaced.
|
4.
|
Section 3.2 of the Plan shall be amended and restated to read as follows:
|
3.2
|
ELECTION TO PARTICIPATE.
An Eligible Employee may become a Participant only by making an election to participate during the enrollment period in accordance with the process authorized by the Committee to authorize payroll deductions during the Offering Period, as set forth under Section 4.1. An Eligible Employee may elect to participate for less than the maximum number of shares which he has been offered the opportunity to purchase by authorizing a payroll deduction under Section 4.1 of a percentage of Compensation less than the percentage determined by the Board of Directors under Section 5.1(b).
|
5.
|
Section 3.3 of the Plan shall be amended and restated to read as follows:
|
3.3
|
WAIVER OF PARTICIPATION.
A Participant may waive his right to further participate for any Offering Period by stopping his payroll deductions in accordance with the process authorized by the Committee in the time and manner specified thereby. The Participant’s cessation of his payroll deductions shall result in the waiver of participation for only the Offering Period to which it relates and shall be irrevocable with respect to such Offering Period. Except as otherwise provided in this Section, the Participant’s waiver of participation for a specified Offering Period shall not, in and of itself, adversely impact the right of such Participant to participate in the Plan during any subsequent Offering Periods except those Offering Periods with respect to which he elects to stop his payroll deductions in accordance with the provisions of this Section.
|
6.
|
Effective on October 1, 2015, the first introductory paragraph only to Section 4.1 of the Plan shall be amended and restated to read as follows:
|
4.1
|
PAYROLL DEDUCTIONS
. Each Eligible Employee who elects, pursuant to Article III, during an enrollment period specified by the Committee occurring prior to the beginning of an Offering Period, to participate herein shall authorize the making of payroll deductions to fund the purchase of the Stock he has agreed to purchase hereunder pursuant to the process (including, but not limited to, any corresponding Participant election procedure) authorized by the Committee. Deductions shall be made pro-rata for the regular payroll periods applicable to the Participant during each Offering Period and shall be credited to the Participant’s Payroll Deduction Account. Notwithstanding anything in the Plan to the contrary, a payroll deduction election, once authorized by an Eligible Employee, shall continue for subsequent Offering Periods until the earlier of: (a) such time as is administratively practicable after the date a Participant reduces his election to zero percent (0%) with respect to an Offering Period as provided in either Section 3.3 or Section 4.1(b); or (b) the latest date a Participant receives his last paycheck from the Employer after his employment with the Employer terminates.
|
7.
|
Effective on October 1, 2015, Paragraph (b) of Section 4.1 of the Plan shall be amended and restated to read as follows:
|
4.1(b)
|
Change in Authorization
. A Participant may not vary the amount of his payroll deduction after the conclusion of the enrollment period specified by the Committee related to an Offering Period for which any payroll deduction corresponds. Notwithstanding the foregoing,
|
8.
|
Section 4.2 of the Plan shall be amended and restated to read as follows:
|
4.2
|
CARRY FORWARD/WITHDRAWAL OF PAYROLL DEDUCTION ACCOUNT
. Notwithstanding anything contained herein to the contrary, any amounts remaining credited to a Participant’s Payroll Deduction Account on the last day of the Offering Period, after taking into account the amount of Stock purchased by the Participant, shall be carried forward to the next subsequent Offering Period; provided, however, that amounts credited to a Participant’s Payroll Deduction Account may be refunded to the Participant upon a waiver of participation under Section 3.3 by a Participant, and, subject to Section 6.3, such amount shall be refunded to the Participant within a reasonable time after the waiver of participation is made in accordance with the process authorized by the Committee.
|
9.
|
Paragraph (a) of Section 5.1 of the Plan shall be amended and restated to read as follows:
|
10.
|
Paragraph (b) of Section 5.1 of the Plan shall be amended and restated to read as follows:
|
11.
|
The introductory paragraph of Section 5.4 of the Plan shall be amended and restated to read as follows:
|
5.4
|
STOCK PRICE.
A Participant may acquire Stock hereunder at a cost of eighty-five percent (85%) of the lower of (i) the fair market value of the Stock on the first day of the Offering Period for which the Stock is purchased, or (ii) the fair market value of the Stock on the last day of the Offering Period for which the Stock is purchased.
|
12.
|
Paragraph (a) of Section 5.5 of the Plan shall be amended and restated to read as follows:
|
13.
|
Section 5.6 of the Plan shall be amended and restated to read as follows:
|
5.6
|
PAYMENT.
Upon the election to participate herein, and agreement to purchase shares hereunder, the shares of Stock shall be paid for in full by the making of payroll deductions as of such date as soon as administratively practicable after the end of the Offering Period, in which case the transfer of the purchase price shall occur from the amount credited to the Participant’s Payroll Deduction Account to an account of the Employer. If for any reason, the balance credited to the Participant’s Payroll Deduction Account at the end of the Offering Period is not sufficient to pay for the shares of Stock purchased, the Participant, his legatees, or distributees may, at such time and in such manner as the Committee shall prescribe, contribute cash hereunder, which shall be credited to his Payroll Deduction Account in order to pay for the full number of shares of Stock for which the Participant has elected to participate, or the Participant, his personal representative heirs, legatees or distributees may purchase that part of the number of full shares of Stock which the balance credited to the Participant’s Payroll Deduction Account is sufficient to purchase and shall receive the balance credited to such account and not used to purchase shares of Stock in cash. Notwithstanding the foregoing, a Participant shall not be permitted, except if he has retired (as defined in Section 5.5) or in the event of his Disability or death, to contribute additional cash to his Payroll Deduction Account in excess of amounts withheld from his Compensation.
|
14.
|
Section 5.7 of the Plan shall be amended and restated to read as follows:
|
5.7
|
TRANSFER OF SHARES.
The Stock purchased by a Participant hereunder shall be issued or transferred to him on the books of the Company as soon as administratively practicable following the last day of the Offering Period in which he made the purchase. Stock certificates shall be delivered to the Participant as soon as practicable after such time, and the Participant shall receive and be the transferee of substantially all the rights of ownership of such Stock, in accordance with Treasury Regulations Section 1.421-1(f) as currently in effect or any successor to such Treasury Regulations. Such rights of ownership shall include the right to vote, the right to receive declared dividends, the right to share in the assets of the Company in the event of liquidation, the right to inspect the Company’s books, and the right to pledge or sell such Stock, subject to the restrictions on such rights in this Plan and the restrictions on such rights imposed by applicable law. Until delivery of certificates for the Stock to the Participant, the Participant shall have none of the rights and privileges of a stockholder in the Company with respect to shares of Stock
|
15.
|
The Participant Election Form included at the end of the Plan shall be deleted in its entirety and is not replaced.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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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):
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(a)
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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
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(b)
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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.
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