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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BioPlus Acquisition Corporation | NASDAQ:BIOS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.795 | 10.79 | 11.28 | 0 | 01:00:00 |
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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, 2018
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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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1600 Broadway, Suite 700, Denver, Colorado
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80202
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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 Notes Facilities (as defined below);
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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 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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periodic reviews and billing audits of payments from governmental reimbursement programs 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 expectations regarding the outcome of litigation;
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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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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 execute our strategy;
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•
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our ability to successfully integrate businesses we may acquire.
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•
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risks associated with increased and complex government regulation related to the health care and insurance industries in general, and more specifically, home infusion providers;
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•
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our ability to comply with debt covenants in our Notes Facilities and unsecured notes indenture;
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•
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risks associated with our issuance of Preferred Stock and PIPE Warrants to the PIPE Investors and the 2017 Warrants (as defined below);
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•
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risks associated with the retention or transition of executive officers and key employees;
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•
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our expectation regarding the interim and ultimate outcome of commercial disputes, including litigation;
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•
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unfavorable economic and market conditions;
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•
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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;
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•
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delays or suspensions of federal and state payments for services provided;
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•
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efforts to reduce healthcare costs and alter health care financing, which may involve reductions in reimbursement for our products and services;
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•
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effects of the 21
st
Century Act (the “Cures Act”);
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•
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the effect of health reform efforts including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (together the “Affordable Care Act”), and value-based payment initiatives, including accountable care organizations (“ACOs”);
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•
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availability of financing sources;
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•
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declines and other changes in revenue due to the expiration of short-term contracts;
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•
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network lockouts and decisions to in-source by health insurers including lockouts with respect to acquired entities;
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•
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unforeseen contract terminations;
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•
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difficulties in the implementation and ongoing evolution of our operating systems;
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•
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difficulties with the implementation of our growth strategy and integrating businesses we have acquired or will acquire;
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•
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increases or other changes in our acquisition cost for our products;
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•
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increased competition from competitors having greater financial, technical, reimbursement, marketing and other resources could have the effect of reducing prices and margins;
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•
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disruptions in our relationship with our primary supplier of prescription products;
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•
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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;
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•
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introduction of new drugs, which can cause prescribers to adopt therapies for patients that are less profitable to us;
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•
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changes in industry pricing benchmarks, which could have the effect of reducing prices and margins; and
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•
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other risks and uncertainties described from time to time in our filings with 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 (AT)
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Provide intravenous antimicrobial medications used in the treatment of patients with various infectious processes such as: wound infections, pneumonia, osteomyelitis, cystic fibrosis, Lyme disease and cellulitis. AT 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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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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states’ restrictions on new home infusion care entrants into their market via licensing, certificating, and permitting requirements; and
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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.
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•
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required refunding or retroactive adjustment of amounts we have been paid by governmental payors or Third Party 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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suspension or exclusion from the Medicare program, state programs, or one or more Third Party 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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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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Alexandria, LA
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Omaha, NE
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Duncan, SC
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Burbank, CA
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Baton Rouge, LA
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Bedford, NH
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Mount Pleasant, SC
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Irvine, CA
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Covington, LA
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Morris Plains, NJ
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Knoxville, TN
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Ontario, CA
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Hammond, LA
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Somers Point, NJ
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Memphis, TN
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Cromwell, CT (first)
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Houma, LA
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Elmsford, NY
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Austin, TX
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Cromwell, CT (second)
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Lafayette, LA
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Forest Hills, NY
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Houston, TX
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Coral Springs, FL
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Lake Charles, LA
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Lake Success, NY
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Richardson, TX
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Jacksonville, FL
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Metairie, LA
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Canfield, OH
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Annandale, VA
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Melbourne, FL
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Monroe, LA
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Canton, OH
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Ashland, VA
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Tampa, FL
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Shreveport, LA
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Cincinnati, OH
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Chantilly, VA
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Albany, GA
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Southborough, MA
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Dublin, OH
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Newport News, VA
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Augusta, GA
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Auburn, ME
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Sylvania, OH
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Norfolk, VA
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Norcross, GA
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Eagan, MN
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Audubon, PA
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Roanoke, VA
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Savannah, GA
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Chesterfield, MO
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Dunmore, PA
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Richmond, VA
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Elmhurst, IL
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Pearl, MS
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York, PA
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Rutland, VT
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Silvis, IL
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Charlotte, NC
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Southampton, PA
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Charleston, WV
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Lexington, KY
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Fayetteville, NC
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Smithfield, RI
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Fairmount, 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
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
|
Year Ended December 31,
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||||||||||||||||||||||
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2013
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2014
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2015
|
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2016
|
|
2017
|
|
2018
|
||||||||||||
BioScrip, Inc.
|
$
|
100.00
|
|
|
$
|
94.46
|
|
|
$
|
23.65
|
|
|
$
|
14.05
|
|
|
$
|
39.32
|
|
|
$
|
48.24
|
|
Nasdaq Composite Index
|
$
|
100.00
|
|
|
$
|
113.40
|
|
|
$
|
119.89
|
|
|
$
|
128.89
|
|
|
$
|
165.29
|
|
|
$
|
158.87
|
|
Nasdaq Health Services Index
|
$
|
100.00
|
|
|
$
|
128.47
|
|
|
$
|
137.28
|
|
|
$
|
114.06
|
|
|
$
|
138.36
|
|
|
$
|
132.59
|
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(1)
|
$
|
67,389
|
|
|
$
|
81,463
|
|
|
$
|
43,180
|
|
|
$
|
29,574
|
|
|
$
|
25,347
|
|
Total assets
(2)
|
$
|
583,938
|
|
|
$
|
603,092
|
|
|
$
|
604,985
|
|
|
$
|
528,416
|
|
|
$
|
801,204
|
|
Total debt
|
$
|
504,674
|
|
|
$
|
480,588
|
|
|
$
|
451,934
|
|
|
$
|
418,121
|
|
|
$
|
423,803
|
|
Stockholders’ equity (deficit)
|
$
|
(144,004
|
)
|
|
$
|
(84,752
|
)
|
|
$
|
(33,621
|
)
|
|
$
|
(81,515
|
)
|
|
$
|
216,589
|
|
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,294
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
708,903
|
|
|
$
|
817,190
|
|
|
$
|
935,589
|
|
|
$
|
982,223
|
|
|
$
|
922,654
|
|
Operating income (loss)
(3)
|
$
|
10,903
|
|
|
$
|
2,260
|
|
|
$
|
(10,989
|
)
|
|
$
|
(289,413
|
)
|
|
$
|
(98,025
|
)
|
Loss from continuing operations, before income taxes
|
$
|
(51,024
|
)
|
|
$
|
(67,433
|
)
|
|
$
|
(34,157
|
)
|
|
$
|
(326,351
|
)
|
|
$
|
(138,943
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations, basic and diluted
|
$
|
(0.49
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(4.58
|
)
|
|
$
|
(2.19
|
)
|
Weighted average common shares outstanding, basic and diluted
|
127,942
|
|
|
123,791
|
|
|
93,740
|
|
|
68,710
|
|
|
68,476
|
|
(1)
|
Working capital calculation excludes current assets and liabilities of discontinued operations and includes the impact of applying the retrospective adoption of ASU 2015-17
Balance Sheet Classification of Deferred Taxes
, which requires that all deferred tax assets and liabilities be presented as non-current.
|
(2)
|
Total assets exclude total assets of discontinued operations as of December 31, 2014.
|
(3)
|
Operating loss for the year ended December 31, 2015 includes goodwill impairment of $251.9 million.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
•
|
On September 9, 2016, we acquired substantially all of the assets and assumed certain liabilities of Home Solutions and its subsidiaries (the “Home Solutions Transaction”) pursuant to an Asset Purchase Agreement dated June 11, 2016 (as amended, the “Home Solutions Agreement”), by and among Home Solutions, a Delaware corporation, certain subsidiaries of Home Solutions, the Company and HomeChoice Partners, Inc., a Delaware corporation. Home Solutions, a privately held company, provided home infusion and home nursing products and services to patients suffering from chronic and acute medical conditions. The aggregate consideration paid by the Company in the Transaction was equal to (i) $67.5 million in cash (the “Cash Consideration); plus (ii) (a) 3,750,000 shares of Company common stock (the “Transaction Closing Equity Consideration”) and (b) the right to receive contingent equity securities of the Company, in the form of restricted shares of Company common stock (the “RSUs”), issuable in two tranches, Tranche A and Tranche B, with different vesting conditions (collectively, the “Contingent Shares”).
|
•
|
On August 27, 2015, we completed the sale of substantially all of our pharmacy benefit management services segment (the “PBM Business”) pursuant to an Asset Purchase Agreement dated as of August 9, 2015 (the “PBM Asset Purchase Agreement”), by and among the Company, BioScrip PBM Services, LLC and ProCare Pharmacy Benefit Manager Inc. (the “PBM Buyer”). Under the PBM Asset Purchase Agreement, the PBM Buyer agreed to acquire substantially all of the assets used solely in connection with the PBM Business and to assume certain PBM Business liabilities (the “PBM Sale”). On the closing date, pursuant to the terms of the PBM Asset Purchase Agreement, we received total cash consideration of approximately $24.6 million, including an adjustment for estimated closing date net working capital. On October 20, 2015, we finalized working capital adjustment negotiations in relation to the PBM Sale whereby we agreed to repay approximately $1.0 million to the PBM Buyer. We used the net proceeds from the PBM Sale to pay down a portion of our outstanding debt.
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
Net revenue
|
$
|
708,903
|
|
|
$
|
817,190
|
|
|
$
|
935,589
|
|
|
$
|
(108,287
|
)
|
|
(13.3
|
)%
|
|
$
|
(118,399
|
)
|
|
(12.7
|
)%
|
Gross profit, excluding depreciation expense
|
$
|
243,038
|
|
|
$
|
269,242
|
|
|
$
|
262,082
|
|
|
$
|
(26,204
|
)
|
|
(9.7
|
)%
|
|
$
|
7,160
|
|
|
2.7
|
%
|
Gross margin
|
34.3
|
%
|
|
32.9
|
%
|
|
28.0
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
As a Percentage of Net Revenue
|
|||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Service location operating expenses
|
$
|
154,813
|
|
|
$
|
163,273
|
|
|
$
|
169,781
|
|
|
21.8
|
%
|
|
20.0
|
%
|
|
18.1
|
%
|
General and administrative expenses
|
47,264
|
|
|
39,625
|
|
|
38,798
|
|
|
6.7
|
%
|
|
4.8
|
%
|
|
4.1
|
%
|
|||
Depreciation and amortization expense
|
23,601
|
|
|
27,725
|
|
|
22,025
|
|
|
3.3
|
%
|
|
3.4
|
%
|
|
2.4
|
%
|
|||
Restructuring, acquisition, integration, and other expenses
|
6,457
|
|
|
12,662
|
|
|
15,859
|
|
|
0.9
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
|||
Bad debt expense
|
—
|
|
|
23,697
|
|
|
26,608
|
|
|
—
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|||
Total operating expenses
|
$
|
232,135
|
|
|
$
|
266,982
|
|
|
$
|
273,071
|
|
|
32.7
|
%
|
|
32.6
|
%
|
|
29.1
|
%
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
Service location operating expenses
|
$
|
154,813
|
|
|
$
|
163,273
|
|
|
$
|
169,781
|
|
|
$
|
(8,460
|
)
|
|
(5.2
|
)%
|
|
$
|
(6,508
|
)
|
|
(3.8
|
)%
|
General and administrative expenses
|
47,264
|
|
|
39,625
|
|
|
38,798
|
|
|
7,639
|
|
|
19.3
|
%
|
|
827
|
|
|
2.1
|
%
|
|||||
Depreciation and amortization expense
|
23,601
|
|
|
27,725
|
|
|
22,025
|
|
|
(4,124
|
)
|
|
(14.9
|
)%
|
|
5,700
|
|
|
25.9
|
%
|
|||||
Restructuring, acquisition, integration, and other expenses
|
6,457
|
|
|
12,662
|
|
|
15,859
|
|
|
(6,205
|
)
|
|
(49.0
|
)%
|
|
(3,197
|
)
|
|
(20.2
|
)%
|
|||||
Bad debt expense
|
—
|
|
|
23,697
|
|
|
26,608
|
|
|
(23,697
|
)
|
|
(100.0
|
)%
|
|
(2,911
|
)
|
|
(10.9
|
)%
|
|||||
Total operating expenses
|
$
|
232,135
|
|
|
$
|
266,982
|
|
|
$
|
273,071
|
|
|
$
|
(34,847
|
)
|
|
(13.1
|
)%
|
|
$
|
(6,089
|
)
|
|
(2.2
|
)%
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
Interest expense, net
|
$
|
57,433
|
|
|
$
|
52,072
|
|
|
$
|
37,572
|
|
|
$
|
5,361
|
|
|
10.3
|
%
|
|
$
|
14,500
|
|
|
38.6
|
%
|
Change in fair value of equity linked liabilities
|
4,836
|
|
|
3,587
|
|
|
(10,450
|
)
|
|
1,249
|
|
|
34.8
|
%
|
|
14,037
|
|
|
(134.3
|
)%
|
|||||
Loss (gain) on dispositions
|
(342
|
)
|
|
581
|
|
|
(3,954
|
)
|
|
(923
|
)
|
|
(158.9
|
)%
|
|
4,535
|
|
|
(114.7
|
)%
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
13,453
|
|
|
—
|
|
|
(13,453
|
)
|
|
(100.0
|
)%
|
|
13,453
|
|
|
—
|
%
|
|||||
Total other expenses
|
$
|
61,927
|
|
|
$
|
69,693
|
|
|
$
|
23,168
|
|
|
$
|
(7,766
|
)
|
|
(11.1
|
)%
|
|
$
|
46,525
|
|
|
200.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
$
|
(568
|
)
|
|
$
|
4,130
|
|
|
$
|
(2,015
|
)
|
|
$
|
(4,698
|
)
|
|
(113.8
|
)%
|
|
$
|
6,145
|
|
|
(305.0
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Loss from continuing operations
|
$
|
(51,592
|
)
|
|
$
|
(63,303
|
)
|
|
$
|
(36,172
|
)
|
|
|
|
|
|
|
||||||
Interest expense, net
|
(57,433
|
)
|
|
(52,072
|
)
|
|
(37,572
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(13,453
|
)
|
|
—
|
|
|||
Gain (loss) on dispositions
|
342
|
|
|
(581
|
)
|
|
3,954
|
|
|||
Income tax benefit (expense)
|
(568
|
)
|
|
4,130
|
|
|
(2,015
|
)
|
|||
Depreciation and amortization expense
|
(23,601
|
)
|
|
(27,725
|
)
|
|
(22,025
|
)
|
|||
Stock-based compensation
|
(4,175
|
)
|
|
(2,360
|
)
|
|
(1,801
|
)
|
|||
Change in fair value of equity linked liabilities
|
(4,836
|
)
|
|
(3,587
|
)
|
|
10,450
|
|
|||
Restructuring, acquisition, integration, and other expenses
|
(6,457
|
)
|
|
(12,662
|
)
|
|
(15,859
|
)
|
|||
|
|
|
|
|
|
||||||
Consolidated Adjusted EBITDA
|
$
|
45,136
|
|
|
$
|
45,007
|
|
|
$
|
28,696
|
|
|
|
|
Payments Due in Year Ending December 31,
|
||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2022
|
|
2023 and Beyond
|
||||||||||||||
Long-term debt
(1)
|
$
|
547,218
|
|
|
$
|
2,500
|
|
|
$
|
344,718
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on long-term debt
(2)
|
74,975
|
|
|
36,721
|
|
|
29,379
|
|
|
8,875
|
|
|
|
|
|
|
|
||||||||||
Operating lease obligations
|
37,916
|
|
|
8,934
|
|
|
7,143
|
|
|
6,252
|
|
|
4,797
|
|
|
3,320
|
|
|
7,470
|
|
|||||||
Capital lease obligations
|
990
|
|
|
679
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
661,099
|
|
|
$
|
48,834
|
|
|
$
|
381,551
|
|
|
$
|
215,127
|
|
|
$
|
4,797
|
|
|
$
|
3,320
|
|
|
$
|
7,470
|
|
(1)
|
Long-term debt includes interest incurred on the Second Lien Note Facility assuming continued capitalization to principal at the variable interest rate as of December 31, 2018. Capitalized interest on the Second Lien Note Facility is due at maturity.
|
(2)
|
Interest on long-term debt includes estimated cash interest to be paid on the First Lien Note Facility and the 2021 Notes. Interest on the 2021 Notes was estimated using the stated interest rate on the borrowing. Interest on the variable rate First Lien Note Facility was estimated using the December 31, 2018 interest rate.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,539
|
|
|
$
|
39,457
|
|
Restricted cash
|
4,321
|
|
|
4,950
|
|
||
Accounts receivable, net
|
114,864
|
|
|
85,522
|
|
||
Inventory
|
26,689
|
|
|
38,044
|
|
||
Prepaid expenses and other current assets
|
14,292
|
|
|
18,620
|
|
||
Total current assets
|
174,705
|
|
|
186,593
|
|
||
Property and equipment, net
|
28,788
|
|
|
26,973
|
|
||
Goodwill
|
367,198
|
|
|
367,198
|
|
||
Deferred taxes
|
1,032
|
|
|
1,098
|
|
||
Intangible assets, net
|
10,470
|
|
|
19,114
|
|
||
Other non-current assets
|
1,745
|
|
|
2,116
|
|
||
Total assets
|
$
|
583,938
|
|
|
$
|
603,092
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
3,179
|
|
|
$
|
1,722
|
|
Accounts payable
|
67,025
|
|
|
65,963
|
|
||
Amounts due to plan sponsors
|
956
|
|
|
4,621
|
|
||
Accrued interest
|
6,706
|
|
|
6,706
|
|
||
Accrued expenses and other current liabilities
|
29,450
|
|
|
26,118
|
|
||
Total current liabilities
|
107,316
|
|
|
105,130
|
|
||
Long-term debt, net of current portion
|
501,495
|
|
|
478,866
|
|
||
Other non-current liabilities
|
25,842
|
|
|
21,769
|
|
||
Total liabilities
|
634,653
|
|
|
605,765
|
|
||
Series A convertible preferred stock, $.0001 par value; 825,000 shares authorized; 21,630 and 21,645 shares issued and outstanding as of December 31, 2018 and 2017, respectively; and $3,264 and $2,916 liquidation preference as of December 31, 2018 and 2017, respectively
|
3,231
|
|
|
2,827
|
|
||
Series C convertible preferred stock, $.0001 par value; 625,000 shares authorized; 614,177 shares issued and outstanding; and $94,706 and $84,555 liquidation preference as of December 31, 2018 and 2017, respectively
|
90,058
|
|
|
79,252
|
|
||
Stockholders’ deficit
|
|
|
|
|
|
||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2018 and 2017, respectively
|
—
|
|
|
—
|
|
||
Common stock, $.0001 par value; 250,000,000 shares authorized; 128,391,456 shares issued and 128,077,651 shares outstanding at December 31, 2018, and 127,639,118 shares issued and 127,634,012 shares outstanding as of December 31, 2017, respectively
|
13
|
|
|
13
|
|
||
Treasury stock, 313,805 and 5,106 shares outstanding, at cost, as of December 31, 2018 and 2017, respectively
|
(950
|
)
|
|
(16
|
)
|
||
Additional paid-in capital
|
618,137
|
|
|
624,762
|
|
||
Accumulated deficit
|
(761,204
|
)
|
|
(709,511
|
)
|
||
Total stockholders’ deficit
|
(144,004
|
)
|
|
(84,752
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
583,938
|
|
|
$
|
603,092
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenue
|
$
|
708,903
|
|
|
$
|
817,190
|
|
|
$
|
935,589
|
|
Cost of revenue (excluding depreciation expense)
|
465,865
|
|
|
547,948
|
|
|
673,507
|
|
|||
Gross profit
|
243,038
|
|
|
269,242
|
|
|
262,082
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Service location operating expenses
|
154,813
|
|
|
163,273
|
|
|
169,781
|
|
|||
General and administrative expenses
|
47,264
|
|
|
39,625
|
|
|
38,798
|
|
|||
Depreciation and amortization expense
|
23,601
|
|
|
27,725
|
|
|
22,025
|
|
|||
Restructuring, acquisition, integration, and other expenses
|
6,457
|
|
|
12,662
|
|
|
15,859
|
|
|||
Bad debt expense
|
—
|
|
|
23,697
|
|
|
26,608
|
|
|||
Total operating expenses
|
232,135
|
|
|
266,982
|
|
|
273,071
|
|
|||
Operating income (loss)
|
10,903
|
|
|
2,260
|
|
|
(10,989
|
)
|
|||
Other expense:
|
|
|
|
|
|
||||||
Interest expense, net
|
57,433
|
|
|
52,072
|
|
|
37,572
|
|
|||
Change in fair value of equity linked liabilities
|
4,836
|
|
|
3,587
|
|
|
(10,450
|
)
|
|||
Loss (gain) on dispositions
|
(342
|
)
|
|
581
|
|
|
(3,954
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
13,453
|
|
|
—
|
|
|||
Total other expense
|
61,927
|
|
|
69,693
|
|
|
23,168
|
|
|||
Loss from continuing operations, before income taxes
|
(51,024
|
)
|
|
(67,433
|
)
|
|
(34,157
|
)
|
|||
Income tax benefit (expense)
|
(568
|
)
|
|
4,130
|
|
|
(2,015
|
)
|
|||
Loss from continuing operations
|
(51,592
|
)
|
|
(63,303
|
)
|
|
(36,172
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
(101
|
)
|
|
(893
|
)
|
|
(6,593
|
)
|
|||
Net loss
|
(51,693
|
)
|
|
(64,196
|
)
|
|
(42,765
|
)
|
|||
Accrued dividends on preferred stock
|
(11,210
|
)
|
|
(10,077
|
)
|
|
(9,084
|
)
|
|||
Loss attributable to common stockholders
|
$
|
(62,903
|
)
|
|
$
|
(74,273
|
)
|
|
$
|
(51,849
|
)
|
|
|
|
|
|
|
||||||
Loss per common share:
|
|
|
|
|
|
|
|
|
|||
Loss from continuing operations, basic and diluted
|
$
|
(0.49
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.48
|
)
|
Loss from discontinued operations, basic and diluted
|
—
|
|
|
(0.01
|
)
|
|
(0.07
|
)
|
|||
Loss per common share, basic and diluted
|
$
|
(0.49
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.55
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
127,942
|
|
|
123,791
|
|
|
93,740
|
|
|
Preferred Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders'
Deficit
|
||||||||||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(10,737
|
)
|
|
$
|
531,764
|
|
|
$
|
(602,550
|
)
|
|
$
|
(81,515
|
)
|
Net proceeds from public stock offering
|
—
|
|
|
4
|
|
|
—
|
|
|
83,263
|
|
|
—
|
|
|
83,267
|
|
||||||
Exercise of stock options, vesting of restricted stock and related tax withholdings
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Surrender of stock - settlement
|
—
|
|
|
—
|
|
|
(255
|
)
|
|
255
|
|
|
—
|
|
|
—
|
|
||||||
Shares issued in connection with the acquisition of Home Solutions, Inc.
|
—
|
|
|
—
|
|
|
11,025
|
|
|
(1,088
|
)
|
|
—
|
|
|
9,937
|
|
||||||
Equity linked liabilities reclassified to equity upon approval of Charter Amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
2,847
|
|
|
—
|
|
|
2,847
|
|
||||||
Accrued dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,084
|
)
|
|
—
|
|
|
(9,084
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,725
|
|
|
—
|
|
|
3,725
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,765
|
)
|
|
(42,765
|
)
|
||||||
Balance at December 31, 2016
|
—
|
|
|
12
|
|
|
—
|
|
|
611,682
|
|
|
(645,315
|
)
|
|
(33,621
|
)
|
||||||
Net proceeds from private placements
|
—
|
|
|
1
|
|
|
—
|
|
|
20,776
|
|
|
—
|
|
|
20,777
|
|
||||||
Exercise of stock options, vesting of restricted stock and related tax withholdings
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
21
|
|
|
—
|
|
|
5
|
|
||||||
Accrued dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,077
|
)
|
|
—
|
|
|
(10,077
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,360
|
|
|
—
|
|
|
2,360
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,196
|
)
|
|
(64,196
|
)
|
||||||
Balance at December 31, 2017
|
—
|
|
|
13
|
|
|
(16
|
)
|
|
624,762
|
|
|
(709,511
|
)
|
|
(84,752
|
)
|
||||||
Exercise of stock options, vesting of restricted stock and related tax withholdings
|
—
|
|
|
—
|
|
|
(934
|
)
|
|
908
|
|
|
—
|
|
|
(26
|
)
|
||||||
Accrued dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,210
|
)
|
|
—
|
|
|
(11,210
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,677
|
|
|
—
|
|
|
3,677
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,693
|
)
|
|
(51,693
|
)
|
||||||
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
(950
|
)
|
|
$
|
618,137
|
|
|
$
|
(761,204
|
)
|
|
$
|
(144,004
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(51,693
|
)
|
|
$
|
(64,196
|
)
|
|
$
|
(42,765
|
)
|
Less: Loss from discontinued operations, net of income taxes
|
(101
|
)
|
|
(893
|
)
|
|
(6,593
|
)
|
|||
Loss from continuing operations
|
(51,592
|
)
|
|
(63,303
|
)
|
|
(36,172
|
)
|
|||
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
23,601
|
|
|
27,725
|
|
|
22,025
|
|
|||
Amortization of deferred financing costs and debt discount
|
8,172
|
|
|
6,998
|
|
|
4,042
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
(4,597
|
)
|
|||
Change in fair value of equity linked liabilities
|
4,836
|
|
|
3,587
|
|
|
(10,450
|
)
|
|||
Change in deferred taxes
|
66
|
|
|
(3,379
|
)
|
|
2,045
|
|
|||
Stock-based compensation
|
4,175
|
|
|
2,360
|
|
|
1,801
|
|
|||
Paid-in-kind interest capitalized as principal on Second Lien Note Facility
|
7,787
|
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on dispositions
|
(342
|
)
|
|
581
|
|
|
(3,954
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
13,453
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(29,342
|
)
|
|
23,564
|
|
|
(2,219
|
)
|
|||
Inventory
|
11,355
|
|
|
(2,544
|
)
|
|
10,016
|
|
|||
Prepaid expenses and other assets
|
4,699
|
|
|
(239
|
)
|
|
(893
|
)
|
|||
Accounts payable
|
1,062
|
|
|
689
|
|
|
(15,977
|
)
|
|||
Amounts due to plan sponsors
|
(3,665
|
)
|
|
942
|
|
|
308
|
|
|||
Accrued interest
|
—
|
|
|
1
|
|
|
(192
|
)
|
|||
Accrued expenses and other liabilities
|
(815
|
)
|
|
(4,805
|
)
|
|
(1,305
|
)
|
|||
Net cash provided by (used in) operating activities from continuing operations
|
(20,003
|
)
|
|
5,630
|
|
|
(35,522
|
)
|
|||
Net cash used in operating activities from discontinued operations
|
(101
|
)
|
|
(6,393
|
)
|
|
(7,019
|
)
|
|||
Net cash used in operating activities
|
(20,104
|
)
|
|
(763
|
)
|
|
(42,541
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Cash consideration paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(67,516
|
)
|
|||
Purchases of property and equipment, net
|
(13,875
|
)
|
|
(8,680
|
)
|
|
(9,870
|
)
|
|||
Proceeds from dispositions
|
360
|
|
|
—
|
|
|
4,177
|
|
|||
Net cash used in investing activities
|
(13,515
|
)
|
|
(8,680
|
)
|
|
(73,209
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from private issuances, net
|
—
|
|
|
20,777
|
|
|
83,267
|
|
|||
Proceeds from priming credit agreement, net
|
—
|
|
|
23,060
|
|
|
—
|
|
|||
Fees attributable to extinguishment of debt
|
—
|
|
|
(980
|
)
|
|
—
|
|
|||
Borrowings on revolving credit facility
|
—
|
|
|
563
|
|
|
104,300
|
|
|||
Repayments on revolving credit facility
|
—
|
|
|
(55,863
|
)
|
|
(64,000
|
)
|
|||
Borrowing of long-term debt, net of expenses
|
10,000
|
|
|
294,446
|
|
|
—
|
|
|||
Principal payments of long-term debt
|
—
|
|
|
(236,770
|
)
|
|
(12,550
|
)
|
|||
Repayments of capital leases
|
(1,873
|
)
|
|
(1,072
|
)
|
|
(1,073
|
)
|
|||
Net activity from exercise of employee stock awards
|
(55
|
)
|
|
120
|
|
|
(202
|
)
|
|||
Net cash provided by financing activities
|
8,072
|
|
|
44,281
|
|
|
109,742
|
|
|||
Net change in cash and cash equivalents and restricted cash
|
(25,547
|
)
|
|
34,838
|
|
|
(6,008
|
)
|
|||
Cash and cash equivalents and restricted cash - beginning of year
|
44,407
|
|
|
9,569
|
|
|
15,577
|
|
|||
Cash and cash equivalents and restricted cash - end of year
|
$
|
18,860
|
|
|
$
|
44,407
|
|
|
$
|
9,569
|
|
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||
Cash paid during the year for interest
|
$
|
41,488
|
|
|
$
|
45,376
|
|
|
$
|
34,696
|
|
Cash paid during the year for income taxes, net of refunds
|
$
|
(319
|
)
|
|
$
|
649
|
|
|
$
|
(372
|
)
|
DISCLOSURE OF NON-CASH TRANSACTIONS:
|
|
|
|
|
|
||||||
Issuance of 3,750,000 shares in connection with the Home Solutions acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,938
|
|
Capital lease obligations incurred to acquire property and equipment
|
$
|
34
|
|
|
$
|
1,825
|
|
|
$
|
2,314
|
|
Paid-in-kind interest capitalized as principal on Second Lien Note Facility
|
$
|
7,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tenant improvement allowances for leasehold improvements
|
$
|
2,914
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
•
|
Awards with service-based vesting conditions only – Expense is recognized on a straight-line basis over the requisite service period of the award.
|
•
|
Awards with performance-based vesting conditions – Expense is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a cumulative catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis through the vesting period and will be updated if the probability of achieving the performance-based condition changes.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Commercial
|
$
|
575,566
|
|
|
$
|
677,536
|
|
|
$
|
771,278
|
|
Government
|
127,301
|
|
|
131,459
|
|
|
158,450
|
|
|||
Patient
|
6,036
|
|
|
8,195
|
|
|
5,861
|
|
|||
Net Revenue
|
$
|
708,903
|
|
|
$
|
817,190
|
|
|
$
|
935,589
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
% of Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
% of Total
|
||||||||||||||
Government
|
|
$
|
17,849
|
|
|
$
|
6,098
|
|
|
$
|
23,947
|
|
|
|
|
$
|
20,602
|
|
|
$
|
10,082
|
|
|
$
|
30,684
|
|
|
|
||
Commercial
|
|
67,288
|
|
|
14,740
|
|
|
82,028
|
|
|
|
|
63,767
|
|
|
18,779
|
|
|
82,546
|
|
|
|
||||||||
Patient
|
|
2,092
|
|
|
6,797
|
|
|
8,889
|
|
|
|
|
2,577
|
|
|
7,627
|
|
|
10,204
|
|
|
|
||||||||
Gross accounts receivable
|
|
$
|
87,229
|
|
|
$
|
27,635
|
|
|
114,864
|
|
|
|
|
$
|
86,946
|
|
|
$
|
36,488
|
|
|
123,434
|
|
|
|
||||
Allowance for doubtful accounts
|
|
|
|
|
|
—
|
|
|
—
|
%
|
|
|
|
|
|
(37,912
|
)
|
|
30.7
|
%
|
||||||||||
Accounts receivable, net
|
|
|
|
|
|
$
|
114,864
|
|
|
|
|
|
|
|
|
$
|
85,522
|
|
|
|
Balance at December 31, 2016
|
$
|
365,947
|
|
Adjustments associated with the acquisition of Home Solutions
|
1,251
|
|
|
Balance at December 31, 2017
|
$
|
367,198
|
|
Adjustments
|
—
|
|
|
Balance at December 31, 2018
|
$
|
367,198
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Infusion customer relationships
|
$
|
25,650
|
|
|
$
|
(25,650
|
)
|
|
$
|
—
|
|
|
$
|
25,650
|
|
|
$
|
(25,650
|
)
|
|
$
|
—
|
|
Managed care contracts
|
25,000
|
|
|
(14,576
|
)
|
|
10,424
|
|
|
25,000
|
|
|
(8,403
|
)
|
|
16,597
|
|
||||||
Licenses
|
5,400
|
|
|
(5,400
|
)
|
|
—
|
|
|
5,400
|
|
|
(3,681
|
)
|
|
1,719
|
|
||||||
Trade name
|
1,800
|
|
|
(1,800
|
)
|
|
—
|
|
|
1,800
|
|
|
(1,181
|
)
|
|
619
|
|
||||||
Non-compete agreements
|
1,700
|
|
|
(1,654
|
)
|
|
46
|
|
|
1,700
|
|
|
(1,521
|
)
|
|
179
|
|
||||||
|
$
|
59,550
|
|
|
$
|
(49,080
|
)
|
|
$
|
10,470
|
|
|
$
|
59,550
|
|
|
$
|
(40,436
|
)
|
|
$
|
19,114
|
|
Year ending December 31,
|
|
Estimated Amortization
|
||
2019
|
|
$
|
6,218
|
|
2020
|
|
4,252
|
|
|
Total estimated amortization expense
|
|
$
|
10,470
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Computer and office equipment
|
$
|
32,452
|
|
|
$
|
31,371
|
|
Software capitalized for internal use
|
17,625
|
|
|
17,470
|
|
||
Vehicles
|
2,287
|
|
|
2,379
|
|
||
Medical equipment
|
42,600
|
|
|
36,230
|
|
||
Work in progress
|
1,733
|
|
|
2,478
|
|
||
Furniture and fixtures
|
5,930
|
|
|
5,534
|
|
||
Leasehold improvements
|
27,012
|
|
|
19,809
|
|
||
Property and equipment, gross
|
129,639
|
|
|
115,271
|
|
||
Less: Accumulated depreciation
|
(100,851
|
)
|
|
(88,298
|
)
|
||
Property and equipment, net
|
$
|
28,788
|
|
|
$
|
26,973
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
First Lien Note Facility, net of unamortized discount
|
$
|
198,962
|
|
|
$
|
198,324
|
|
Second Lien Note Facility, net of unamortized discount
|
108,931
|
|
|
85,694
|
|
||
2021 Notes, net of unamortized discount
|
198,125
|
|
|
197,363
|
|
||
Capital leases
|
990
|
|
|
2,863
|
|
||
Less: Deferred financing costs
|
(2,334
|
)
|
|
(3,656
|
)
|
||
Total debt
|
504,674
|
|
|
480,588
|
|
||
Less: Current portion of long-term debt
|
(3,179
|
)
|
|
(1,722
|
)
|
||
Long-term debt, net of current portion
|
$
|
501,495
|
|
|
$
|
478,866
|
|
Year Ending December 31,
|
|
Amount
|
||
2019
|
|
$
|
3,179
|
|
2020
|
|
315,598
|
|
|
2021
|
|
200,000
|
|
|
Total future maturities
|
|
$
|
518,777
|
|
Less: Deferred financing costs
|
|
(2,334
|
)
|
|
Less: Unamortized discounts
|
|
(11,769
|
)
|
|
Total debt
|
|
$
|
504,674
|
|
Series A Preferred Stock carrying value at December 31, 2016
|
$
|
2,462
|
|
Dividends and discount accretion through December 31, 2017
1
|
365
|
|
|
Series A Preferred Stock carrying value at December 31, 2017
|
$
|
2,827
|
|
Dividends and discount accretion through December 31, 2018
1
|
404
|
|
|
Series A Preferred Stock carrying value at December 31, 2018
|
$
|
3,231
|
|
Series C Preferred Stock carrying value at December 31, 2016
|
$
|
69,540
|
|
Dividends and discount accretion through December 31, 2017
1
|
9,712
|
|
|
Series C Preferred Stock carrying value at December 31, 2017
|
$
|
79,252
|
|
Dividends and discount accretion through December 31, 2018
1
|
10,806
|
|
|
Series C Preferred Stock carrying value at December 31, 2018
|
$
|
90,058
|
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic Value
(thousands)
|
|
Weighted Average
Remaining
Contractual Life
|
|||||
Balance at December 31, 2017
|
4,398,200
|
|
|
$
|
3.98
|
|
|
$
|
2,639
|
|
|
5.5 years
|
Granted
|
1,047,642
|
|
|
$
|
2.61
|
|
|
$
|
990
|
|
|
|
Exercised
|
(427,977
|
)
|
|
$
|
2.14
|
|
|
$
|
382
|
|
|
|
Forfeited and expired
|
(1,320,140
|
)
|
|
$
|
4.78
|
|
|
$
|
904
|
|
|
|
Balance at December 31, 2018
|
3,697,725
|
|
|
$
|
3.52
|
|
|
$
|
3,974
|
|
|
5.9 years
|
Exercisable at December 31, 2018
|
2,132,090
|
|
|
$
|
4.46
|
|
|
$
|
1,875
|
|
|
4.1 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
|
||||||
$0.00 - $2.06
|
|
921,094
|
|
|
$
|
1.35
|
|
|
6.4 years
|
|
471,139
|
|
|
$
|
0.76
|
|
$2.06 - $4.13
|
|
1,812,798
|
|
|
$
|
2.50
|
|
|
7.2 years
|
|
697,118
|
|
|
$
|
1.90
|
|
$4.13 - $6.19
|
|
179,000
|
|
|
$
|
5.13
|
|
|
3.0 years
|
|
179,000
|
|
|
$
|
2.74
|
|
$6.19 - $8.25
|
|
633,333
|
|
|
$
|
7.16
|
|
|
2.8 years
|
|
633,333
|
|
|
$
|
4.15
|
|
$10.31 - $12.38
|
|
125,000
|
|
|
$
|
11.04
|
|
|
2.6 years
|
|
125,000
|
|
|
$
|
5.97
|
|
$12.38 - $14.44
|
|
21,500
|
|
|
$
|
14.06
|
|
|
4.3 years
|
|
21,500
|
|
|
$
|
7.30
|
|
$16.50 - $18.57
|
|
5,000
|
|
|
$
|
16.63
|
|
|
4.6 years
|
|
5,000
|
|
|
$
|
8.96
|
|
All options
|
|
3,697,725
|
|
|
|
|
|
|
|
2,132,090
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(51,592
|
)
|
|
$
|
(63,303
|
)
|
|
$
|
(36,172
|
)
|
Loss from discontinued operations, net of income taxes
|
(101
|
)
|
|
(893
|
)
|
|
(6,593
|
)
|
|||
Net loss
|
(51,693
|
)
|
|
(64,196
|
)
|
|
(42,765
|
)
|
|||
Accrued dividends on preferred stock
|
(11,210
|
)
|
|
(10,077
|
)
|
|
(9,084
|
)
|
|||
Loss attributable to common stockholders
|
$
|
(62,903
|
)
|
|
$
|
(74,273
|
)
|
|
$
|
(51,849
|
)
|
|
|
|
|
|
|
||||||
Denominator - Basic and Diluted:
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
127,942
|
|
|
123,791
|
|
|
93,740
|
|
|||
Loss Per Common Share:
|
|
|
|
|
|
||||||
Loss from continuing operations, basic and diluted
|
$
|
(0.49
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.48
|
)
|
Loss from discontinued operations, basic and diluted
|
—
|
|
|
(0.01
|
)
|
|
(0.07
|
)
|
|||
Loss per common share, basic and diluted
|
$
|
(0.49
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.55
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
925
|
|
|
$
|
—
|
|
State
|
(502
|
)
|
|
(174
|
)
|
|
30
|
|
|||
Total current
|
(502
|
)
|
|
751
|
|
|
30
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
—
|
|
|
1,951
|
|
|
(1,744
|
)
|
|||
State
|
(66
|
)
|
|
1,428
|
|
|
(301
|
)
|
|||
Total deferred
|
(66
|
)
|
|
3,379
|
|
|
(2,045
|
)
|
|||
Total tax benefit (expense)
|
$
|
(568
|
)
|
|
$
|
4,130
|
|
|
$
|
(2,015
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves not currently deductible
|
$
|
6,634
|
|
|
$
|
10,707
|
|
Net operating loss carryforwards
|
128,819
|
|
|
110,773
|
|
||
Goodwill and intangibles (tax deductible)
|
7,853
|
|
|
12,757
|
|
||
Accrued expenses
|
641
|
|
|
95
|
|
||
Property basis differences
|
3,679
|
|
|
2,813
|
|
||
Stock based compensation
|
2,180
|
|
|
2,371
|
|
||
Total deferred tax assets
|
149,806
|
|
|
139,516
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Other
|
(309
|
)
|
|
(180
|
)
|
||
Less: valuation allowance
|
(148,465
|
)
|
|
(138,238
|
)
|
||
Net deferred tax asset
|
$
|
1,032
|
|
|
$
|
1,098
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Tax benefit at statutory rate
|
$
|
10,715
|
|
|
$
|
23,654
|
|
|
$
|
11,907
|
|
State tax benefit, net of federal taxes
|
1,510
|
|
|
4,587
|
|
|
1,398
|
|
|||
Change in valuation allowance
|
(10,227
|
)
|
|
41,550
|
|
|
(14,725
|
)
|
|||
Change in tax contingencies
|
—
|
|
|
10
|
|
|
66
|
|
|||
Alternative minimum tax receivable
|
—
|
|
|
925
|
|
|
—
|
|
|||
Corporate tax rate changes
|
—
|
|
|
(67,707
|
)
|
|
—
|
|
|||
Other
|
(2,566
|
)
|
|
1,111
|
|
|
(661
|
)
|
|||
Tax benefit (expense)
|
$
|
(568
|
)
|
|
$
|
4,130
|
|
|
$
|
(2,015
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits balance at January 1,
|
$
|
1,014
|
|
|
$
|
1,021
|
|
|
$
|
1,067
|
|
Lapse of statute of limitations
|
—
|
|
|
(7
|
)
|
|
(46
|
)
|
|||
Unrecognized tax benefits balance at December 31,
|
$
|
1,014
|
|
|
$
|
1,014
|
|
|
$
|
1,021
|
|
Financial Instrument
|
|
Carrying Value as of December 31, 2018
|
|
Markets for Identical Item (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
First Lien Note Facility
(1)
|
|
$
|
198,962
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
203,462
|
|
Second Lien Note Facility
(1)
|
|
108,931
|
|
|
—
|
|
|
—
|
|
|
121,622
|
|
||||
2021 Notes
(2)
|
|
198,125
|
|
|
—
|
|
|
186,500
|
|
|
—
|
|
||||
Total debt instruments
|
|
$
|
506,018
|
|
|
$
|
—
|
|
|
$
|
186,500
|
|
|
$
|
325,084
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017 Warrants
(3)
|
|
$
|
25,331
|
|
|
$
|
—
|
|
|
$
|
25,331
|
|
|
$
|
—
|
|
(1)
|
The estimated fair values of the First and Second Lien Notes were based on cash flow models discounted at market interest rates that considered the underlying risks of the note.
|
(2)
|
The estimated fair value of the 2021 Notes incorporated recent trading activity in public markets.
|
(3)
|
See
2017 Warrants
within Note 2 - Summary of Significant Accounting Policies.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Restructuring and other expense
|
$
|
4,934
|
|
|
$
|
12,134
|
|
|
$
|
10,334
|
|
Acquisition and integration expenses
|
1,523
|
|
|
528
|
|
|
10,122
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
(4,597
|
)
|
|||
Total restructuring, acquisition, integration, and other expenses
|
$
|
6,457
|
|
|
$
|
12,662
|
|
|
$
|
15,859
|
|
|
Operating Leases
|
|
Capital Leases
|
|
Total
|
||||||
2019
|
$
|
8,934
|
|
|
$
|
679
|
|
|
$
|
9,613
|
|
2020
|
7,143
|
|
|
311
|
|
|
7,454
|
|
|||
2021
|
6,252
|
|
|
—
|
|
|
6,252
|
|
|||
2022
|
4,797
|
|
|
—
|
|
|
4,797
|
|
|||
2023
|
3,320
|
|
|
—
|
|
|
3,320
|
|
|||
2024 and Thereafter
|
7,470
|
|
|
—
|
|
|
7,470
|
|
|||
Total Future Minimum Lease Payments
|
$
|
37,916
|
|
|
$
|
990
|
|
|
$
|
38,906
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
168,584
|
|
|
$
|
175,789
|
|
|
$
|
180,962
|
|
|
$
|
183,568
|
|
Gross profit
|
55,048
|
|
|
59,957
|
|
|
65,911
|
|
|
62,122
|
|
||||
Loss from continuing operations, before income taxes
|
(12,939
|
)
|
|
(15,081
|
)
|
|
(8,001
|
)
|
|
(15,003
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(30
|
)
|
|
(15
|
)
|
|
(71
|
)
|
|
15
|
|
||||
Net loss
|
$
|
(13,017
|
)
|
|
$
|
(15,139
|
)
|
|
$
|
(8,174
|
)
|
|
$
|
(15,363
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations, basic and diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.14
|
)
|
Income (loss) per share from discontinued operations, basic and diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss per share, basic and diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
217,810
|
|
|
$
|
218,106
|
|
|
$
|
198,692
|
|
|
$
|
182,582
|
|
Gross profit
|
64,874
|
|
|
67,611
|
|
|
66,563
|
|
|
70,194
|
|
||||
Loss from continuing operations, before income taxes
|
(18,801
|
)
|
|
(28,432
|
)
|
|
(12,998
|
)
|
|
(7,202
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(299
|
)
|
|
(373
|
)
|
|
66
|
|
|
(287
|
)
|
||||
Net loss
|
$
|
(19,719
|
)
|
|
$
|
(29,523
|
)
|
|
$
|
(12,992
|
)
|
|
$
|
(1,962
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations, basic and diluted
|
$
|
(0.18
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.03
|
)
|
Income (loss) per share from discontinued operations, basic and diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Loss per share, basic and diluted
|
$
|
(0.18
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.04
|
)
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
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
|
|
Page
|
(a)(1) Financial Statements.
|
|
The following financial statements appear in Part II, Item 8:
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
|
(a)(2) Financial Statement Schedule:
|
|
Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017 and 2016
|
|
All other schedules not listed above have been omitted since they are not applicable or are not required.
|
|
2.9
|
Second Amendment, dated September 2, 2016, to the Home Solutions Agreement.
(Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on September 7, 2016)
|
2.10
|
Third Amendment, dated September 9, 2016, to the Home Solutions Agreement.
(Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on September 12, 2016)
|
3.1
|
Second Amended and Restated Certificate of Incorporation.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 17, 2005)
|
3.2
|
Amendment to the Second Amended and Restated Certificate of Incorporation.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 10, 2010)
|
3.3
|
Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Bioscrip, Inc. dated November 30, 2016.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 2, 2016)
|
3.4
|
Certificate of Designations for Series A Convertible Preferred Stock.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 10, 2015)
|
3.5
|
Amended and Restated By-Laws.
(Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on April 28, 2011)
|
3.6
|
Certificate of Designations for Series B Convertible Preferred Stock.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 13, 2016)
|
3.7
|
Certificate of Designations for Series C Convertible Preferred Stock.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 14, 2016)
|
3.8
|
Certificate of Designations, Preferences, and Rights for Series D Junior Participating Preferred Stock.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 12, 2016)
|
4.1
|
Specimen Common Stock Certificate.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed on March 31, 2006)
|
4.2
|
Form of Cash-Only Stock Appreciation Right Agreement.
(Incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on March 16, 2011)
|
4.3
|
Indenture, dated as of February 11, 2014, by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 11, 2014)
|
4.4
|
|
4.5
|
Registration Rights Agreement, dated as of March 9, 2015, by and among the Company, Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., and Blackwell Partners, LLC, Series A.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 10, 2015)
|
4.6
|
Amendment No. 1 to the Registration Rights Agreement dated June 10, 2016, by and among the Company, Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P. and Blackwell Partners, LLC Series A.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 13, 2016)
|
4.7
|
Amendment No. 2 to the Registration Rights Agreement dated June 14, 2016, by and among the Company and the PIPE Investors.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 14, 2016)
|
4.8
|
Form of Subscription Rights Certificate.
(Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A filed on May 29, 2015)
|
4.9
|
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 filed on March 10, 2015)
|
4.10
|
Common Stock 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 Form 8-K filed on July 28, 2015)
|
4.11
|
Tax Asset Protection Plan dated as of August 11, 2016, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, which includes as Exhibit B the Form of Rights Certificate.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 12, 2016)
|
4.12
|
Form of Certificate Representing Series C Convertible Preferred Stock.
(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 14, 2016)
|
4.13
|
Registration Rights Agreement, dated March 1, 2017, by and among the Company and the investors named therein.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 2, 2017)
|
4.14
|
Registration Rights Agreement, dated June 29, 2017, by and among the Company and the parties signatory thereto
(Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
4.15
|
Warrant Agreement, dated June 29, 2017, by and among the Company and the subscribers signatory thereto
(Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.1†
|
MIM Corporation Amended and Restated 2001 Incentive Stock Plan.
(Incorporated by reference to the definitive proxy statement filed on April 30, 2003)
|
10.2†
|
Amendment to BioScrip, Inc. 2001 Incentive Stock Plan.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 10, 2011)
|
10.3†
|
Amended and Restated BioScrip, Inc. 2008 Equity Incentive Plan.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 14, 2014)
|
10.4†
|
Amendment to BioScrip, Inc. Amended and Restated 2008 Equity Incentive Plan, dated June 1, 2016.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 2, 2016)
|
10.5†
|
Second Amendment to Bioscrip, Inc. 2008 Equity Incentive Plan dated November 28, 2016.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 2, 2016)
|
10.6†
|
BIOSCRIP/CHS 2006 Equity Incentive Plan, as Amended and Restated.
(Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 2, 2011)
|
10.7†
|
Amendment One to the Stock Grant Certificate under the BioScrip/CHS 2006 Equity Incentive Plan from the Company to Brian Stiver, dated September 8, 2016.
(Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on September 12, 2016)
|
10.8†
|
Employee Stock Purchase Plan.
(Incorporated by reference to the definitive proxy statement filed on April 2, 2013)
|
10.9†
|
First Amendment to Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August 10, 2015)
|
10.10†
|
Form of Restricted Stock Grant Certificate.
(Incorporated by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 filed on filed on May 16, 2008)
|
10.11†
|
Form of Non-Qualified Stock Option Agreement 2008 Equity Incentive Plan.
(Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed on March 2, 2015)
|
10.12†
|
Form of Amendment One to Non-Qualified Stock Option Agreement 2008 Equity Incentive Plan
(entered with Messrs. Kreger, Evans and Stiver). (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 12, 2016)
|
10.13†
|
Form of Market-Based Cash Award Agreement.
(Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on August 10, 2015)
|
10.14†
|
Employment Offer Letter, dated January 30, 2009, by and between the Company and David Evans.
(Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K/A filed on December 16, 2013)
|
10.15†
|
Amended and Restated Employment Agreement, dated as of November 25, 2013, by and between the Company and Richard M. Smith.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 27, 2013)
|
10.16†
|
First Amendment to Amended and Restated Employment Agreement, dated September 9, 2016, between Richard M. Smith and the Company.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 12, 2016)
|
10.17†
|
Employment Offer Letter, dated March 10, 2009, by and between the Company and Brian Stiver.
(Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K/A filed on June 6, 2014)
|
10.18†
|
Employment Offer Letter, dated July 30, 2012, by and between the Company and Brian Stiver.
(Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K/A filed on June 6, 2014)
|
10.19†
|
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 Form 10-Q filed on May 8, 2015)
|
10.55
|
Employment Agreement, dated October 31, 2016, by and between the Company and Daniel E. Greenleaf.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 3, 2016)
|
10.56
|
Stock Purchase Agreement, dated March 1, 2017, by and among the Company and the investors named therein.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 2, 2017)
|
10.57
|
First Lien Note Purchase Agreement, dated as of June 29, 2017, by and among the Company, the financial institutions and note purchasers from time to time party thereto, and Wells Fargo Bank, National Association, as Collateral Agent
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.58
|
First Lien Guaranty and Security Agreement, dated as of June 29, 2017, by and the Company, the subsidiaries of the Company signatory thereto and Wells Fargo Bank, National Association as Collateral Agent
(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.59
|
Second Lien Note Purchase Agreement, dated as of June 29, 2017, by and among the Company, the financial institutions and note purchasers from time to time party thereto, and Wells Fargo Bank, National Association as Collateral Agent
(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.60
|
Second Lien Guaranty and Security Agreement, dated as of June 29, 2017, by and the Company, the subsidiaries of the Company signatory thereto and Wells Fargo Bank, National Association as Collateral Agent
(Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.61
|
Warrant Purchase Agreement, dated as of June 29, 2017, by and among the Company and the subscribers signatory thereto
(Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.62
|
Stock Purchase Agreement, dated as of June 29, 2017, by and among the Company and the purchaser signatory thereto
(Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 29, 2017)
|
10.63†
|
BioScrip, Inc. 2018 Equity Incentive Plan.
(Incorporated by reference to Appendix A to the definitive proxy statement filed on April 4, 2018)
|
10.64†
|
Second Amendment to Employee Stock Purchase Plan.
(Incorporated by reference to Appendix B to the definitive proxy statement filed on April 4, 2018)
|
10.65†
|
Offer Letter, dated October 12, 2018, by and between the Company and John McMahon
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 22, 2018)
|
21.1 *
|
|
23.1 *
|
|
31.1 *
|
|
31.2 *
|
|
32.1 *
|
|
32.2 *
|
|
101
|
The following financial information from the Company’s Form 10-K for the fiscal year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2018, 2017 and 2016, (ii) Consolidated Balance Sheets as of December 31, 2018 and 2017, (iii) Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 31, 2018, 2017 and 2016, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2018, 2017 and 2016, and (v) Notes to Consolidated Financial Statements.
|
*
|
Filed herewith.
|
**
|
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits are omitted from some exhibits. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
†
|
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/ John McMahon
|
John McMahon
|
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
|
Signature
|
Title(s)
|
Date
|
/
s/ Daniel E. Greenleaf
Daniel E. Greenleaf
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
March 15, 2019
|
|
|
|
/s/ Stephen Deitsch
Stephen Deitsch |
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
March 15, 2019
|
|
|
|
/s/ John McMahon
John McMahon
|
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
March 15, 2019
|
|
|
|
/s/ R. Carter Pate
R. Carter Pate
|
Non-Executive Chairman of the Board
|
March 15, 2019
|
|
|
|
/s/ David Golding
David Golding
|
Director
|
March 15, 2019
|
|
|
|
/s/ Michael Goldstein
Michael Goldstein
|
Director
|
March 15, 2019
|
|
|
|
/s/ Christopher Shackelton
Christopher Shackelton
|
Director
|
March 15, 2019
|
|
|
|
/s/ Michael G. Bronfein
Michael G. Bronfein
|
Director
|
March 15, 2019
|
|
|
|
/s/ Steven Neumann
Steven Neumann
|
Director
|
March 15, 2019
|
|
Balance at
Beginning of
Period
|
|
Write-Off
of
Receivables
|
|
Charged to
Costs
and Expenses
|
|
Balance at
End of Period
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
59,689
|
|
|
$
|
(41,567
|
)
|
|
$
|
26,608
|
|
|
$
|
44,730
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
44,730
|
|
|
$
|
(30,515
|
)
|
|
$
|
23,697
|
|
|
$
|
37,912
|
|
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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