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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 |
|
|
|
|
|
(Mark One)
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2016
|
|
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.)
|
1600 Broadway, Suite 950, Denver, Colorado
|
80202
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Page
Number
|
PART I
|
||
|
|
|
|
||
|
Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2016 and 2015
|
|
|
||
|
||
|
|
|
PART II
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,835
|
|
|
$
|
15,577
|
|
Receivables, less allowance for doubtful accounts of $51,072 and $59,689 as of September 30, 2016 and December 31, 2015, respectively
|
103,688
|
|
|
97,353
|
|
||
Inventory
|
33,380
|
|
|
42,983
|
|
||
Prepaid expenses and other current assets
|
19,462
|
|
|
27,772
|
|
||
Total current assets
|
159,365
|
|
|
183,685
|
|
||
Property and equipment, net
|
33,710
|
|
|
31,939
|
|
||
Goodwill
|
373,070
|
|
|
308,729
|
|
||
Intangible assets, net
|
27,201
|
|
|
5,128
|
|
||
Other non-current assets
|
2,055
|
|
|
1,161
|
|
||
Total assets
|
$
|
595,401
|
|
|
$
|
530,642
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
48,189
|
|
|
$
|
24,380
|
|
Accounts payable
|
45,700
|
|
|
65,077
|
|
||
Amounts due to plan sponsors
|
3,953
|
|
|
3,491
|
|
||
Accrued interest
|
2,268
|
|
|
6,898
|
|
||
Accrued expenses and other current liabilities
|
40,804
|
|
|
52,918
|
|
||
Total current liabilities
|
140,914
|
|
|
152,764
|
|
||
Long-term debt, net of current portion
|
388,052
|
|
|
393,741
|
|
||
Deferred taxes
|
773
|
|
|
236
|
|
||
Contingent consideration liability
|
15,812
|
|
|
—
|
|
||
Other non-current liabilities
|
4,502
|
|
|
1,861
|
|
||
Total liabilities
|
550,053
|
|
|
548,602
|
|
||
Series A convertible preferred stock, $.0001 par value; 825,000 shares authorized; 21,645 and 635,822 shares outstanding as of September 30, 2016 and December 31, 2015, respectively; and, $2,530 and $69,702 liquidation preference as of September 30, 2016 and December 31, 2015, respectively
|
2,386
|
|
|
62,918
|
|
||
Series C convertible preferred stock, $.0001 par value; 625,000 shares authorized; 614,177 shares issued and outstanding as of September 30, 2016; and $73,365 liquidation preference as of September 30, 2016
|
67,242
|
|
|
—
|
|
||
Stockholders’ deficit
|
|
|
|
|
|
||
Preferred stock, $.0001 par value; 4,175,000 shares authorized; no shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
—
|
|
|
—
|
|
||
Common stock, $.0001 par value; 125,000,000 shares authorized; 117,682,543 and 71,421,664 shares issued and 117,682,543 and 68,767,613 shares outstanding as of September 30, 2016 and December 31, 2015, respectively
|
12
|
|
|
8
|
|
||
Treasury stock, no shares outstanding as of September 30, 2016 and 2,654,051 shares outstanding, at cost, as of December 31, 2015
|
—
|
|
|
(10,737
|
)
|
||
Additional paid-in capital
|
606,656
|
|
|
531,764
|
|
||
Accumulated deficit
|
(630,948
|
)
|
|
(601,913
|
)
|
||
Total stockholders’ deficit
|
(24,280
|
)
|
|
(80,878
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
595,401
|
|
|
$
|
530,642
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net revenue
|
$
|
224,542
|
|
|
$
|
247,224
|
|
|
$
|
695,466
|
|
|
$
|
738,478
|
|
Cost of revenue (excluding depreciation expense)
|
161,957
|
|
|
181,991
|
|
|
504,485
|
|
|
543,472
|
|
||||
Gross profit
|
62,585
|
|
|
65,233
|
|
|
190,981
|
|
|
195,006
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other operating expenses
|
42,729
|
|
|
42,155
|
|
|
123,006
|
|
|
127,120
|
|
||||
Bad debt expense
|
7,727
|
|
|
9,366
|
|
|
19,598
|
|
|
32,832
|
|
||||
General and administrative expenses
|
9,948
|
|
|
8,547
|
|
|
30,413
|
|
|
31,881
|
|
||||
Impairment of goodwill
|
—
|
|
|
13,850
|
|
|
—
|
|
|
251,850
|
|
||||
Restructuring, acquisition, integration, and other expenses, net
|
2,368
|
|
|
5,368
|
|
|
9,326
|
|
|
15,041
|
|
||||
Depreciation and amortization expense
|
4,166
|
|
|
5,473
|
|
|
12,956
|
|
|
17,517
|
|
||||
Interest expense, net
|
9,331
|
|
|
9,506
|
|
|
28,212
|
|
|
27,750
|
|
||||
Gain on dispositions
|
(3,015
|
)
|
|
(2
|
)
|
|
(3,954
|
)
|
|
(5
|
)
|
||||
Loss from continuing operations, before income taxes
|
(10,669
|
)
|
|
(29,030
|
)
|
|
(28,576
|
)
|
|
(308,980
|
)
|
||||
Income tax expense (benefit)
|
421
|
|
|
(4,551
|
)
|
|
593
|
|
|
(22,544
|
)
|
||||
Loss from continuing operations, net of income taxes
|
(11,090
|
)
|
|
(24,479
|
)
|
|
(29,169
|
)
|
|
(286,436
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(174
|
)
|
|
7,698
|
|
|
134
|
|
|
5,172
|
|
||||
Net loss
|
$
|
(11,264
|
)
|
|
$
|
(16,781
|
)
|
|
$
|
(29,035
|
)
|
|
$
|
(281,264
|
)
|
Accrued dividends on preferred stock
|
(2,138
|
)
|
|
(1,899
|
)
|
|
(6,192
|
)
|
|
(4,157
|
)
|
||||
Deemed dividends on preferred stock
|
(173
|
)
|
|
(169
|
)
|
|
(518
|
)
|
|
(3,519
|
)
|
||||
Loss attributable to common stockholders
|
$
|
(13,575
|
)
|
|
$
|
(18,849
|
)
|
|
$
|
(35,745
|
)
|
|
$
|
(288,940
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations, basic and diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(4.28
|
)
|
Loss from discontinued operations, basic and diluted
|
—
|
|
|
0.11
|
|
|
—
|
|
|
0.08
|
|
||||
Loss per common share, basic and diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(4.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding, basic and diluted
|
114,826
|
|
|
68,742
|
|
|
85,701
|
|
|
68,693
|
|
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(29,035
|
)
|
|
$
|
(281,264
|
)
|
Less: income from discontinued operations, net of income taxes
|
134
|
|
|
5,172
|
|
||
Loss from continuing operations, net of income taxes
|
(29,169
|
)
|
|
(286,436
|
)
|
||
Adjustments to reconcile net loss from continuing operations, net of income taxes to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,956
|
|
|
17,517
|
|
||
Impairment of goodwill
|
—
|
|
|
251,850
|
|
||
Amortization of deferred financing costs and debt discount
|
3,005
|
|
|
2,929
|
|
||
Change in fair value of contingent consideration
|
(4,597
|
)
|
|
(21
|
)
|
||
Change in deferred income taxes
|
536
|
|
|
(21,208
|
)
|
||
Stock-based compensation expense
|
3,347
|
|
|
3,651
|
|
||
Gain (loss) on dispositions
|
(3,954
|
)
|
|
784
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Receivables, net of bad debt expense
|
6,720
|
|
|
3,623
|
|
||
Inventory
|
12,802
|
|
|
10,328
|
|
||
Prepaid expenses and other assets
|
9,161
|
|
|
(3,386
|
)
|
||
Accounts payable
|
(31,248
|
)
|
|
(35,822
|
)
|
||
Amounts due to plan sponsors
|
461
|
|
|
(1,354
|
)
|
||
Accrued interest
|
(4,629
|
)
|
|
(4,586
|
)
|
||
Accrued expenses and other liabilities
|
(7,841
|
)
|
|
(8,555
|
)
|
||
Net cash used in operating activities from continuing operations
|
(32,450
|
)
|
|
(70,686
|
)
|
||
Net cash (used in) provided by operating activities from discontinued operations
|
(6,088
|
)
|
|
4,061
|
|
||
Net cash used in operating activities
|
(38,538
|
)
|
|
(66,625
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash consideration paid for acquisition
|
(67,516
|
)
|
|
—
|
|
||
Purchases of property and equipment
|
(8,044
|
)
|
|
(10,146
|
)
|
||
Proceeds from dispositions
|
4,177
|
|
|
—
|
|
||
Net cash used in investing activities from continuing operations
|
(71,383
|
)
|
|
(10,146
|
)
|
||
Net cash provided by investing activities from discontinued operations
|
—
|
|
|
22,375
|
|
||
Net cash (used in) provided by investing activities
|
(71,383
|
)
|
|
12,229
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of convertible preferred stock and warrants, net of issuance costs
|
—
|
|
|
59,691
|
|
||
Deferred and other financing costs
|
—
|
|
|
(1,219
|
)
|
||
Borrowings on revolving credit facility
|
84,000
|
|
|
203,663
|
|
||
Repayments on revolving credit facility
|
(60,000
|
)
|
|
(178,663
|
)
|
||
Principal payments of long-term debt
|
(9,411
|
)
|
|
—
|
|
||
Repayments of capital leases
|
(525
|
)
|
|
(315
|
)
|
||
Proceeds from equity offering, net of $7,133 in offering costs
|
83,267
|
|
|
—
|
|
||
Other
|
(152
|
)
|
|
(60
|
)
|
||
Net cash provided by financing activities
|
97,179
|
|
|
83,097
|
|
||
Net change in cash and cash equivalents
|
(12,742
|
)
|
|
28,701
|
|
||
Cash and cash equivalents - beginning of period
|
15,577
|
|
|
740
|
|
||
Cash and cash equivalents - end of period
|
$
|
2,835
|
|
|
$
|
29,441
|
|
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
30,128
|
|
|
$
|
23,882
|
|
Cash paid during the period for income taxes
|
$
|
260
|
|
|
$
|
462
|
|
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Issuance of 3,750,000 shares in connection with the acquisition of Home Solutions
|
$
|
9,938
|
|
|
$
|
—
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
||||||||||||
Government
|
|
$
|
17,977
|
|
|
$
|
8,789
|
|
|
$
|
26,766
|
|
|
$
|
19,944
|
|
|
$
|
11,369
|
|
|
$
|
31,313
|
|
Commercial
|
|
93,247
|
|
|
19,768
|
|
|
113,015
|
|
|
94,477
|
|
|
20,213
|
|
|
114,690
|
|
||||||
Patient
|
|
6,232
|
|
|
8,747
|
|
|
14,979
|
|
|
5,014
|
|
|
6,025
|
|
|
11,039
|
|
||||||
Gross accounts receivable
|
|
$
|
117,456
|
|
|
$
|
37,304
|
|
|
154,760
|
|
|
$
|
119,435
|
|
|
$
|
37,607
|
|
|
157,042
|
|
||
Allowance for doubtful accounts
|
|
|
|
|
|
(51,072
|
)
|
|
|
|
|
|
(59,689
|
)
|
||||||||||
Net accounts receivable
|
|
|
|
|
|
$
|
103,688
|
|
|
|
|
|
|
$
|
97,353
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations, net of income taxes
|
$
|
(11,090
|
)
|
|
$
|
(24,479
|
)
|
|
$
|
(29,169
|
)
|
|
$
|
(286,436
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
(174
|
)
|
|
7,698
|
|
|
134
|
|
|
5,172
|
|
||||
Net loss
|
$
|
(11,264
|
)
|
|
$
|
(16,781
|
)
|
|
$
|
(29,035
|
)
|
|
$
|
(281,264
|
)
|
Accrued dividends on preferred stock
|
(2,138
|
)
|
|
(1,899
|
)
|
|
(6,192
|
)
|
|
(4,157
|
)
|
||||
Deemed dividend on preferred stock
|
(173
|
)
|
|
(169
|
)
|
|
(518
|
)
|
|
(3,519
|
)
|
||||
Loss attributable to common stockholders
|
$
|
(13,575
|
)
|
|
$
|
(18,849
|
)
|
|
$
|
(35,745
|
)
|
|
$
|
(288,940
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator - Basic and Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
114,826
|
|
|
68,742
|
|
|
85,701
|
|
|
68,693
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss per Common Share:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations, basic and diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(4.28
|
)
|
Loss from discontinued operations, basic and diluted
|
—
|
|
|
0.11
|
|
|
—
|
|
|
0.08
|
|
||||
Loss per common share, basic and diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(4.20
|
)
|
Series A Preferred Stock carrying value at December 31, 2015
|
$
|
62,918
|
|
Exchange of shares - Series A to Series C
|
(60,776
|
)
|
|
Accretion of discount related to issuance costs
|
38
|
|
|
Dividends recorded through September 30, 2016
1
|
206
|
|
|
Series A Preferred Stock carrying value September 30, 2016
|
$
|
2,386
|
|
Series C Preferred Stock carrying value at 12/31/2015
|
$
|
—
|
|
Exchange of shares - Series A to Series C
|
60,776
|
|
|
Accretion of discount related to issuance costs
|
480
|
|
|
Dividends recorded through September 30, 2016
1
|
5,986
|
|
|
Series C Preferred Stock carrying value September 30, 2016
|
$
|
67,242
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
11,585
|
|
|
$
|
—
|
|
|
$
|
44,375
|
|
Gross profit
|
$
|
—
|
|
|
$
|
2,405
|
|
|
$
|
—
|
|
|
$
|
9,763
|
|
Other operating expenses, net
|
293
|
|
|
2,567
|
|
|
(220
|
)
|
|
12,496
|
|
||||
Bad debt expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
||||
Gain on sale before income taxes
|
—
|
|
|
(11,424
|
)
|
|
—
|
|
|
(11,424
|
)
|
||||
Other income and expenses, net
|
—
|
|
|
2,180
|
|
|
—
|
|
|
2,181
|
|
||||
Income (loss) before income taxes
|
(293
|
)
|
|
9,082
|
|
|
220
|
|
|
6,556
|
|
||||
Income tax provision
|
(119
|
)
|
|
1,384
|
|
|
86
|
|
|
1,384
|
|
||||
Total income (loss) from discontinued operations, net of income taxes
|
$
|
(174
|
)
|
|
$
|
7,698
|
|
|
$
|
134
|
|
|
$
|
5,172
|
|
Cash
|
$
|
67,516
|
|
Equity issued at closing
|
9,938
|
|
|
Capital lease obligation assumed
|
301
|
|
|
Fair value of contingent consideration
|
15,812
|
|
|
Total consideration
|
$
|
93,567
|
|
Accounts receivable
|
$
|
13,056
|
|
Inventories
|
3,199
|
|
|
Prepaids and other assets
|
852
|
|
|
Total current assets
|
$
|
17,107
|
|
Property and equipment
|
3,807
|
|
|
Goodwill
|
64,342
|
|
|
Payor contracts
|
19,600
|
|
|
Certificates of need
|
3,920
|
|
|
Trade name
|
900
|
|
|
Other long-term assets
|
891
|
|
|
Total Assets
|
$
|
110,567
|
|
Accounts payable
|
11,872
|
|
|
Accrued liabilities
|
5,128
|
|
|
Total liabilities
|
$
|
17,000
|
|
Net assets acquired
|
$
|
93,567
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Pro forma impact of acquisition:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
249,139
|
|
|
$
|
274,462
|
|
|
$
|
778,944
|
|
|
$
|
818,931
|
|
Gross profit
|
$
|
69,270
|
|
|
$
|
72,718
|
|
|
$
|
213,668
|
|
|
$
|
216,934
|
|
Gross profit percentage
|
27.8
|
%
|
|
26.5
|
%
|
|
27.4
|
%
|
|
26.5
|
%
|
||||
Loss from continuing operations, net of income taxes
|
$
|
(16,379
|
)
|
|
$
|
(30,778
|
)
|
|
$
|
(45,489
|
)
|
|
$
|
(307,278
|
)
|
Basic loss per share from continuing operations
|
$
|
(0.14
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(4.47
|
)
|
Diluted loss per share from continuing operations
|
$
|
(0.14
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(4.47
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Restructuring expense
|
$
|
2,372
|
|
|
$
|
5,043
|
|
|
$
|
6,304
|
|
|
$
|
14,309
|
|
Acquisition and integration expense
|
4,695
|
|
|
274
|
|
|
7,619
|
|
|
753
|
|
||||
Change in fair value of contingent consideration
|
(4,699
|
)
|
|
51
|
|
|
(4,597
|
)
|
|
(21
|
)
|
||||
Total restructuring, acquisition, integration, and other expense, net
|
$
|
2,368
|
|
|
$
|
5,368
|
|
|
$
|
9,326
|
|
|
$
|
15,041
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Revolving Credit Facility
|
$
|
39,000
|
|
|
$
|
15,000
|
|
Term Loan Facilities
|
213,345
|
|
|
222,757
|
|
||
2021 Notes, net of unamortized discount
|
196,506
|
|
|
196,038
|
|
||
Capital leases
|
715
|
|
|
189
|
|
||
Less: Deferred financing costs
|
(13,325
|
)
|
|
(15,863
|
)
|
||
Total Debt
|
436,241
|
|
|
418,121
|
|
||
Less: Current portion
|
48,189
|
|
|
24,380
|
|
||
Long-term debt, net of current portion
|
$
|
388,052
|
|
|
$
|
393,741
|
|
Financial Instrument
|
|
Carrying Value as of September 30, 2016
|
|
Markets for Identical Item (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Term Loan Facilities
|
|
$
|
213,345
|
|
|
$
|
—
|
|
|
$
|
208,545
|
|
|
$
|
—
|
|
2021 Notes
|
|
196,506
|
|
|
—
|
|
|
183,733
|
|
|
—
|
|
||||
Total
|
|
$
|
409,851
|
|
|
$
|
—
|
|
|
$
|
392,278
|
|
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
118
|
|
|
19
|
|
|
143
|
|
|
50
|
|
||||
Total current
|
118
|
|
|
19
|
|
|
143
|
|
|
50
|
|
||||
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal
|
268
|
|
|
(3,803
|
)
|
|
393
|
|
|
(19,290
|
)
|
||||
State
|
35
|
|
|
(767
|
)
|
|
57
|
|
|
(3,304
|
)
|
||||
Total deferred
|
303
|
|
|
(4,570
|
)
|
|
450
|
|
|
(22,594
|
)
|
||||
Total income tax expense (benefit)
|
$
|
421
|
|
|
$
|
(4,551
|
)
|
|
$
|
593
|
|
|
$
|
(22,544
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Tax benefit at statutory rate
|
$
|
(3,730
|
)
|
|
$
|
(11,275
|
)
|
|
$
|
(10,002
|
)
|
|
$
|
(108,143
|
)
|
State tax benefit, net of federal taxes
|
131
|
|
|
(446
|
)
|
|
134
|
|
|
(435
|
)
|
||||
Valuation allowance changes affecting income tax provision
|
4,967
|
|
|
4,715
|
|
|
10,282
|
|
|
42,501
|
|
||||
Goodwill impairment
|
—
|
|
|
2,385
|
|
|
—
|
|
|
43,362
|
|
||||
Non-deductible transaction costs and other
|
(947
|
)
|
|
70
|
|
|
179
|
|
|
171
|
|
||||
Income tax expense (benefit)
|
$
|
421
|
|
|
$
|
(4,551
|
)
|
|
$
|
593
|
|
|
$
|
(22,544
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
•
|
our ability to successfully integrate the HS Infusion Holdings, Inc. (“Home Solutions”) business into our existing businesses;
|
•
|
our ability to obtain stockholder approval of the Charter Amendment, as defined below;
|
•
|
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, or to amend or waive such covenants;
|
•
|
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 ability to continue as a going concern;
|
•
|
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;
|
•
|
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 outcome of litigation;
|
•
|
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;
|
•
|
future capital expenditures;
|
•
|
our ability to hire and retain key employees;
|
•
|
our ability to execute our acquisition and growth strategy; and
|
•
|
our ability to successfully integrate other businesses we may acquire.
|
•
|
risks associated with increased government regulation related to the health care and insurance industries in general, and more specifically, home infusion providers;
|
•
|
our ability to comply with debt covenants in our senior secured credit facility and unsecured notes indenture;
|
•
|
risks associated with obtaining stockholder approval of the Charter Amendment, as defined below;
|
•
|
risks associated with our issuance of Preferred Stock and PIPE Warrants to the PIPE Investors (as defined below);
|
•
|
risks associated with the exchanges of our Preferred Stock, as defined below;
|
•
|
risks associated with our issuance of common stock in the 2016 Equity Offering, as defined below;
|
•
|
risks associated with the retention or transition of executive officers and key employees during integration of the Home Solutions business;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
changes in industry pricing benchmarks, which could have the effect of reducing prices and margins; and
|
•
|
other risks and uncertainties described from time to time in our filings with the SEC.
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
|
0 - 180 days
|
|
Over 180 days
|
|
Total
|
||||||||||||
Government
|
|
$
|
17,977
|
|
|
$
|
8,789
|
|
|
$
|
26,766
|
|
|
$
|
19,944
|
|
|
$
|
11,369
|
|
|
$
|
31,313
|
|
Commercial
|
|
93,247
|
|
|
19,768
|
|
|
113,015
|
|
|
94,477
|
|
|
20,213
|
|
|
114,690
|
|
||||||
Patient
|
|
6,232
|
|
|
8,747
|
|
|
14,979
|
|
|
5,014
|
|
|
6,025
|
|
|
11,039
|
|
||||||
Gross accounts receivable
|
|
$
|
117,456
|
|
|
$
|
37,304
|
|
|
154,760
|
|
|
$
|
119,435
|
|
|
$
|
37,607
|
|
|
157,042
|
|
||
Allowance for doubtful accounts
|
|
|
|
|
|
(51,072
|
)
|
|
|
|
|
|
(59,689
|
)
|
||||||||||
Net accounts receivable
|
|
|
|
|
|
$
|
103,688
|
|
|
|
|
|
|
$
|
97,353
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||||||
Net revenue
|
$
|
224,542
|
|
100
|
%
|
|
$
|
247,224
|
|
100
|
%
|
|
$
|
(22,682
|
)
|
Gross profit
|
62,585
|
|
28
|
%
|
|
65,233
|
|
26
|
%
|
|
(2,648
|
)
|
|||
Interest expense, net
|
9,331
|
|
4
|
%
|
|
9,506
|
|
4
|
%
|
|
(175
|
)
|
|||
Gain on dispositions
|
(3,015
|
)
|
(1
|
)%
|
|
(2
|
)
|
—
|
%
|
|
3,013
|
|
|||
Loss from continuing operations, before income taxes
|
(10,669
|
)
|
(5
|
)%
|
|
(29,030
|
)
|
(12
|
)%
|
|
18,361
|
|
|||
Loss from continuing operations, net of income taxes
|
(11,090
|
)
|
(5
|
)%
|
|
(24,479
|
)
|
(10
|
)%
|
|
13,389
|
|
|||
Income from discontinued operations, net of income taxes
|
(174
|
)
|
—
|
%
|
|
7,698
|
|
3
|
%
|
|
(7,872
|
)
|
|||
Net loss
|
$
|
(11,264
|
)
|
(5
|
)%
|
|
$
|
(16,781
|
)
|
(7
|
)%
|
|
$
|
5,517
|
|
Net Revenue
|
||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues
|
|
Increase/
(Decrease)
|
|
Percentage
Change
|
||||||
$
|
224,542
|
|
|
100%
|
|
$
|
247,224
|
|
|
100%
|
|
$
|
(22,682
|
)
|
|
(9)%
|
Gross Profit
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
62,585
|
|
|
28
|
%
|
|
$
|
65,233
|
|
|
26
|
%
|
|
$
|
(2,648
|
)
|
|
(4
|
)%
|
Other Operating Expenses
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
42,729
|
|
|
19
|
%
|
|
$
|
42,155
|
|
|
17
|
%
|
|
$
|
574
|
|
|
1
|
%
|
Bad Debt Expense
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
7,727
|
|
|
3
|
%
|
|
$
|
9,366
|
|
|
4
|
%
|
|
$
|
(1,639
|
)
|
|
(17
|
)%
|
General and Administrative Expenses
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
9,948
|
|
|
4
|
%
|
|
$
|
8,547
|
|
|
3
|
%
|
|
$
|
1,401
|
|
|
16
|
%
|
Restructuring, Acquisition, Integration, and Other Expenses, net
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
2,368
|
|
|
1
|
%
|
|
$
|
5,368
|
|
|
2
|
%
|
|
$
|
(3,000
|
)
|
|
(56
|
)%
|
Depreciation and Amortization Expense
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
4,166
|
|
|
2
|
%
|
|
$
|
5,473
|
|
|
2
|
%
|
|
$
|
(1,307
|
)
|
|
(24
|
)%
|
Interest Expense, Net
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
9,331
|
|
|
4
|
%
|
|
$
|
9,506
|
|
|
4
|
%
|
|
$
|
(175
|
)
|
|
(2
|
)%
|
Gain on Dispositions
|
||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
||||||
(3,015
|
)
|
|
(1
|
)%
|
|
(2
|
)
|
|
—
|
%
|
|
3,013
|
|
|
—
|
%
|
Income Tax Expense (Benefit)
|
|||||||||||||||||||
Three Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Three Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
421
|
|
|
—
|
%
|
|
$
|
(4,551
|
)
|
|
(2
|
)%
|
|
$
|
4,972
|
|
|
(109
|
)%
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||||||
Net revenue
|
$
|
695,466
|
|
100
|
%
|
|
$
|
738,478
|
|
100
|
%
|
|
$
|
(43,012
|
)
|
Gross profit
|
190,981
|
|
27
|
%
|
|
195,006
|
|
26
|
%
|
|
(4,025
|
)
|
|||
Interest expense, net
|
28,212
|
|
4
|
%
|
|
27,750
|
|
4
|
%
|
|
462
|
|
|||
Gain on dispositions
|
(3,954
|
)
|
(1
|
)%
|
|
(5
|
)
|
—
|
%
|
|
3,949
|
|
|||
Loss from continuing operations, before income taxes
|
(28,576
|
)
|
(4
|
)%
|
|
(308,980
|
)
|
(42
|
)%
|
|
280,404
|
|
|||
Loss from continuing operations, net of income taxes
|
(29,169
|
)
|
(4
|
)%
|
|
(286,436
|
)
|
(39
|
)%
|
|
257,267
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
134
|
|
—
|
%
|
|
5,172
|
|
1
|
%
|
|
(5,038
|
)
|
|||
Net loss
|
$
|
(29,035
|
)
|
(4
|
)%
|
|
$
|
(281,264
|
)
|
(38
|
)%
|
|
$
|
252,229
|
|
Net Revenue
|
||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues
|
|
Increase/
(Decrease)
|
|
Percentage
Change
|
||||||
$
|
695,466
|
|
|
100%
|
|
$
|
738,478
|
|
|
100%
|
|
$
|
(43,012
|
)
|
|
(6)%
|
Gross Profit
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
190,981
|
|
|
27
|
%
|
|
$
|
195,006
|
|
|
26
|
%
|
|
$
|
(4,025
|
)
|
|
(2
|
)%
|
Other Operating Expenses
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
123,006
|
|
|
18
|
%
|
|
$
|
127,120
|
|
|
17
|
%
|
|
$
|
(4,114
|
)
|
|
(3
|
)%
|
Bad Debt Expense
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
19,598
|
|
|
3
|
%
|
|
$
|
32,832
|
|
|
4
|
%
|
|
$
|
(13,234
|
)
|
|
(40
|
)%
|
General and Administrative Expenses
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
30,413
|
|
|
4
|
%
|
|
$
|
31,881
|
|
|
4
|
%
|
|
$
|
(1,468
|
)
|
|
(5
|
)%
|
Restructuring, Acquisition, Integration, and Other Expenses, net
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
9,326
|
|
|
1
|
%
|
|
$
|
15,041
|
|
|
2
|
%
|
|
$
|
(5,715
|
)
|
|
(38
|
)%
|
Depreciation and Amortization Expense
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
12,956
|
|
|
2
|
%
|
|
$
|
17,517
|
|
|
2
|
%
|
|
$
|
(4,561
|
)
|
|
(26
|
)%
|
Interest Expense, Net
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
28,212
|
|
|
4
|
%
|
|
$
|
27,750
|
|
|
4
|
%
|
|
$
|
462
|
|
|
2
|
%
|
Gain on Dispositions
|
||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
||||||
3,954
|
|
|
1
|
%
|
|
5
|
|
|
—
|
%
|
|
$
|
3,949
|
|
|
>100%
|
Income Tax Expense (Benefit)
|
|||||||||||||||||||
Nine Months Ended September 30, 2016
|
|
Percentage of Revenues
|
|
Nine Months Ended September 30, 2015
|
|
Percentage of
Revenues |
|
Increase/
(Decrease) |
|
Percentage
Change |
|||||||||
$
|
593
|
|
|
—
|
%
|
|
$
|
(22,544
|
)
|
|
(3
|
)%
|
|
$
|
23,137
|
|
|
(103
|
)%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Infusion services Adjusted EBITDA
|
$
|
12,129
|
|
|
$
|
13,712
|
|
|
$
|
48,377
|
|
|
$
|
35,054
|
|
Corporate overhead Adjusted EBITDA
|
(8,590
|
)
|
|
(7,715
|
)
|
|
(27,066
|
)
|
|
(28,230
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Consolidated Adjusted EBITDA
|
3,539
|
|
|
5,997
|
|
|
21,311
|
|
|
6,824
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(9,331
|
)
|
|
(9,506
|
)
|
|
(28,212
|
)
|
|
(27,750
|
)
|
||||
Gain on dispositions
|
3,015
|
|
|
2
|
|
|
3,954
|
|
|
5
|
|
||||
Income tax provision (benefit)
|
(421
|
)
|
|
4,551
|
|
|
(593
|
)
|
|
22,544
|
|
||||
Depreciation and amortization expense
|
(4,166
|
)
|
|
(5,473
|
)
|
|
(12,956
|
)
|
|
(17,517
|
)
|
||||
Impairment of goodwill
|
—
|
|
|
(13,850
|
)
|
|
—
|
|
|
(251,850
|
)
|
||||
Stock-based compensation expense
|
(1,358
|
)
|
|
(832
|
)
|
|
(3,347
|
)
|
|
(3,651
|
)
|
||||
Restructuring, acquisition, integration, and other expenses, net
|
(2,368
|
)
|
|
(5,368
|
)
|
|
(9,326
|
)
|
|
(15,041
|
)
|
||||
Loss from continuing operations, net of income taxes
|
$
|
(11,090
|
)
|
|
$
|
(24,479
|
)
|
|
$
|
(29,169
|
)
|
|
$
|
(286,436
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risks
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit Number
|
Description
|
2.1+
|
Asset Purchase Agreement, dated June 11, 2016, by and among HS Infusion Holdings, Inc., the direct and indirect subsidiaries of HS Infusion Holdings, Inc. set forth on the signature pages, the Company and HomeChoice Partners, Inc. (the “Home Solutions Agreement”) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 13, 2016, SEC File Number 000-28740).
|
2.2
|
First Amendment, dated June 16, 2016, to the Home Solutions Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on June 20, 2016, SEC File Number 000-28740).
|
2.3
|
Second Amendment, dated September 2, 2016, to the Home Solutions Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2016, SEC File Number 001-11993).
|
2.4
|
Third Amendment, dated September 9, 2016, to the Home Solutions Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 12, 2016, SEC File Number 001-11993).
|
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
|
Certificate of Designations for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 13, 2016, SEC File Number 000-28740).
|
3.5
|
Certificate of Designations for Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 14, 2016, SEC File Number 000-28740).
|
3.6
|
Certificate of Designations, Preferences, and Rights for Series D Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 12, 2016, SEC File Number 000-28740).
|
3.7
|
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
|
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 Current Report on Form 8-K filed on August 12, 2016, SEC File Number 000-28740).
|
10.1
|
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 Current Report on Form 8-K filed on September 12, 2016, SEC File Number 001-11993).
|
10.2
|
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 Current Report on Form 8-K filed on September 12, 2016, SEC File Number 001-11993).
|
10.3
|
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 Current Report on Form 8-K filed on September 12, 2016, SEC File Number 001-11993).
|
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 September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015, (ii) Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, (iii) Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015, 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.
|
|
+
|
Certain schedules attached to the Home Solutions Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
|
BIOSCRIP INC.
|
|
/s/ C. Britt Jeffcoat
|
C. Britt Jeffcoat
|
Vice President, Controller
and Chief Accounting Officer
|
1 Year BioPlus Acquisition Chart |
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