UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 27, 2015
BIOSCRIP, INC.
(Exact name of Registrant as specified in
its charter)
Delaware |
|
000-28740 |
|
05-0489664 |
(State of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
100 Clearbrook Road, Elmsford, New York |
|
10523 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (914) 460-1600
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 – Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 27, 2015 (the “Closing
Date”), BioScrip, Inc. (the “Company”) completed its previously announced sale of the Company’s PBM Services
segment (the “PBM Business”) pursuant to the Asset Purchase Agreement dated as of August 9, 2015 (the “Asset
Purchase Agreement”) by and among the Company, BioScrip PBM Services, LLC and ProCare Pharmacy Benefit Manager Inc. (the
“Buyer”). Under the Asset Purchase Agreement, the 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 Asset Purchase Agreement, the Company received total cash consideration of approximately $25.6 million, including an adjustment
for estimated Closing Date net working capital (the “Purchase Price”). The Company used the net proceeds from
the PBM Sale to pay down a portion of the Company’s outstanding debt. The Purchase
Price is subject to adjustment following the completion of a post-closing calculation of the total net working capital of the PBM
Business as of the Closing Date.
A copy of the Asset Purchase Agreement
was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 10, 2015 and is incorporated herein by reference. We encourage you to read the Asset Purchase Agreement for a more complete
understanding of the PBM Sale. The foregoing description of the Asset Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Asset Purchase Agreement. The
Company is filing as an exhibit the Company’s unaudited pro forma consolidated financial information with respect to the
PBM Sale, which is included as Exhibit 99.1.
Section 8 – Other Events
Item 8.01. Other Events.
On August 31, 2015, the Company issued
a press release announcing the completion of the PBM Sale and providing an update on the Company’s previously announced financial
improvement plan (the “Press Release”). A copy of the Press Release is attached to this Current Report on Form 8-K
as Exhibit 99.2 and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (b) | Pro forma financial information |
The following unaudited pro forma condensed combined
financial statements are attached to this Current Report on Form 8-K as Exhibit 99.1 and are incorporated herein by reference:
| · | Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2015; |
| · | Unaudited Pro Forma Consolidated Statement of Operations for the fiscal year ended December 31, 2014; |
| · | Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2015; and |
| · | Notes to Unaudited Pro Forma Consolidated Financial Information. |
(d) |
|
Exhibits. |
|
|
|
|
|
See the Exhibit Index which is hereby incorporated by reference. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BIOSCRIP, INC. |
|
|
|
Date: August 31, 2015 |
/s/ Kathryn M. Stalmack |
|
By: |
Kathryn M. Stalmack |
|
|
Senior Vice President, General Counsel and Secretary |
Exhibit
Index
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
Unaudited Pro Forma Consolidated Financial Information of the Company. |
|
|
|
99.2 |
|
Press Release issued by the Company, dated August 31, 2015. |
Exhibit 99.1
BIOSCRIP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION
PBM Business Sale
On August 27, 2015, BioScrip, Inc. (the
“Company”) completed its previously announced sale of the Company’s PBM Services segment (the “PBM Business”)
pursuant to the Asset Purchase Agreement dated as of August 9, 2015 (the “Asset Purchase Agreement”) by and among
the Company, BioScrip PBM Services, LLC and ProCare Pharmacy Benefit Manager Inc. (the “Buyer”). Under the Asset Purchase
Agreement, the 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”). Pursuant to the terms of the Asset Purchase Agreement, the
Company received total cash consideration of approximately $25.6 million at closing, including an adjustment for estimated closing
date net working capital (the “Purchase Price”).
Pro Forma Information
The accompanying unaudited pro forma consolidated
statements of operations of the Company for the year ended December 31, 2014 and the six months ended June 30, 2015
are presented as if the PBM Sale had occurred on January 1, 2014. The accompanying unaudited pro forma consolidated balance
sheet of the Company as of June 30, 2015 is presented as if the PBM Sale had occurred on June 30, 2015. The pro forma
adjustments related to the PBM Sale do not reflect the final Purchase Price or final asset and liability balances of the Company’s
PBM Business. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited
pro forma consolidated financial information. The unaudited pro forma financial information is not necessarily indicative of the
results of operations or financial position that might have been achieved for the dates or periods indicated, nor is it necessarily
indicative of the results of operations or financial position that may occur in the future.
The historical consolidated financial
information has been adjusted in the unaudited pro forma financial information to give effect to pro forma events that are (1) directly
attributable to the disposal, (2) factually supportable, and (3) with respect to the statements of operations, expected
to have a continuing impact on the combined results. The pro forma information does not reflect several changes the Company expects
to realize after the PBM Sale, because the changes are not certain. The effects of the following are not reflected in the pro
forma information:
| • | expenses
related to post-closing exit costs that may be incurred by the Company in connection
with the PBM Sale, |
| • | reduction
of interest expense that is anticipated when sale proceeds are used to reduce indebtedness
and |
| • | growth
through acquisition or new site development that is anticipated when proceeds of the
PBM Sale are invested in the continuing business. |
The following is a brief description of
the amounts recorded under each of the column headings in the unaudited pro forma consolidated statements of operations and balance
sheet:
Historical BioScrip
This column reflects the Company’s
historical audited operating results for the year ended December 31, 2014 and the historical unaudited operating results
of continuing operations and financial condition as of and for the six months ended June 30, 2015 prior to any adjustment
for the PBM Sale described above.
Disposition
This column reflects the elimination of
the historical operating results of the PBM Business for the year ended December 31, 2014 and the six months ended June 30,
2015 at the amounts that have been reflected in the Company’s consolidated statements of operations for those periods. The
disposition column on the unaudited pro forma consolidated balance sheet as of June 30, 2015 reflects the value of assets and
liabilities included in the PBM Business as of that date.
Pro Forma Adjustments
This column on the unaudited pro forma
consolidated balance sheet reflects the pro forma effect of the receipt and use of the approximately $25.6 million of cash consideration
from the PBM Sale, cash proceeds from borrowings under the Company’s Revolving Credit Facility subsequent to June 30, 2015,
and an adjustment to remove accounts receivable of the PBM Business that were retained by the Company for which collection is
anticipated during the remainder of the fiscal year ending December 31, 2015.
This column on the unaudited pro forma
consolidated statements of operations for the year ended December 31, 2014 and for the six months ended June 30, 2015 reflects
adjustments to the Company’s historical statements of operations for historical expenses that will be modified directly
related to the disposition.
BIOSCRIP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE
SHEET
(in thousands)
| |
As of June 30, 2015 | |
| |
Historical BioScrip | | |
Disposition | | |
Pro Forma Adjustments | | |
Pro Forma | |
| |
| | |
| | |
| | |
| |
ASSETS | |
| | | |
| | | |
| | | |
| | |
Current assets | |
| | | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
$ | 1,172 | | |
$ | - | | |
$ | 568 | (A) | |
| | |
| |
| | | |
| | | |
| 6,838 | (B) | |
| | |
| |
| | | |
| | | |
| 38,000 | (C) | |
$ | 46,578 | |
Receivables, less allowance for doubtful accounts | |
| 131,471 | | |
| (6,787 | ) | |
| (6,838 | )(B) | |
| 117,846 | |
Inventory | |
| 42,364 | | |
| - | | |
| - | | |
| 42,364 | |
Prepaid expenses and other current assets | |
| 10,396 | | |
| (318 | ) | |
| - | | |
| 10,078 | |
| |
| | | |
| | | |
| | | |
| | |
Total current assets | |
| 185,403 | | |
| (7,105 | ) | |
| 38,568 | | |
| 216,866 | |
| |
| | | |
| | | |
| | | |
| | |
Property and equipment, net | |
| 34,906 | | |
| - | | |
| - | | |
| 34,906 | |
Goodwill | |
| 335,323 | | |
| (12,744 | ) | |
| - | | |
| 322,579 | |
Intangible assets, net | |
| 7,290 | | |
| - | | |
| - | | |
| 7,290 | |
Deferred financing costs | |
| 13,035 | | |
| - | | |
| - | | |
| 13,035 | |
Other non-current assets | |
| 1,192 | | |
| - | | |
| - | | |
| 1,192 | |
| |
| | | |
| | | |
| | | |
| | |
Total
assets | |
$ | 577,149 | | |
$ | (19,849 | ) | |
$ | 38,568 | | |
$ | 595,868 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | | |
| | |
Current portion of long-term debt | |
$ | 238 | | |
$ | - | | |
$ | 38,000 | (C) | |
| | |
| |
| | | |
| | | |
| (22,700 | )(A) | |
$ | 15,538 | |
Accounts payable | |
| 77,085 | | |
| (546 | ) | |
| (2,300 | )(A) | |
| 74,239 | |
Claims payable | |
| 4,816 | | |
| (4,816 | ) | |
| - | | |
| - | |
Amounts due to plan sponsors | |
| 4,254 | | |
| (788 | ) | |
| - | | |
| 3,466 | |
Accrued interest | |
| 6,705 | | |
| - | | |
| - | | |
| 6,705 | |
Accrued expenses and other current liabilities | |
| 40,923 | | |
| (74 | ) | |
| - | | |
| 40,849 | |
| |
| | | |
| | | |
| | | |
| | |
Total current liabilities | |
| 134,021 | | |
| (6,224 | ) | |
| 13,000 | | |
| 140,797 | |
| |
| | | |
| | | |
| | | |
| | |
Long-term debt, net of current portion | |
| 418,619 | | |
| - | | |
| - | | |
| 418,619 | |
Deferred taxes | |
| 2,924 | | |
| - | | |
| - | | |
| 2,924 | |
Other non-current liabilities | |
| 6,891 | | |
| - | | |
| - | | |
| 6,891 | |
| |
| | | |
| | | |
| | | |
| | |
Total
liabilities | |
| 562,455 | | |
| (6,224 | ) | |
| 13,000 | | |
| 569,231 | |
| |
| | | |
| | | |
| | | |
| | |
Series A Convertible Preferred Stock | |
| 57,988 | | |
| - | | |
| - | | |
| 57,988 | |
| |
| | | |
| | | |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | | |
| | | |
| | |
Preferred stock, $.0001 par value; | |
| - | | |
| - | | |
| - | | |
| - | |
Common stock, $.0001 par value | |
| 8 | | |
| - | | |
| - | | |
| 8 | |
Treasury stock, shares at cost: | |
| (10,715 | ) | |
| - | | |
| - | | |
| (10,715 | ) |
Additional paid-in capital | |
| 534,100 | | |
| - | | |
| - | | |
| 534,100 | |
(Accumulated deficit) / Retained earnings | |
| (566,687 | ) | |
| (13,625 | ) | |
| 25,568 | (A) | |
| (554,744 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total
stockholders’ (deficit) equity | |
| (43,294 | ) | |
| (13,625 | ) | |
| 25,568 | | |
| (31,351 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total
liabilities and stockholders’ (deficit) equity | |
$ | 577,149 | | |
$ | (19,849 | ) | |
$ | 38,568 | | |
$ | 595,868 | |
BIOSCRIP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands, except for per share
amounts)
| |
Six months ended June
30, 2015 | |
| |
Historical BioScrip | | |
Disposition | | |
Pro Forma Adjustments | | |
Pro Forma | |
| |
| | |
| | |
| | |
| |
Product revenue | |
$ | 480,067 | | |
$ | - | | |
$ | - | | |
$ | 480,067 | |
Service revenue | |
| 43,977 | | |
| 32,790 | | |
| - | | |
| 11,187 | |
Total revenue | |
| 524,044 | | |
| 32,790 | | |
| - | | |
| 491,254 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of product revenue | |
| 350,710 | | |
| - | | |
| - | | |
| 350,710 | |
Cost of service revenue | |
| 40,895 | | |
| 25,431 | | |
| - | | |
| 15,464 | |
Total cost of revenue | |
| 391,605 | | |
| 25,431 | | |
| - | | |
| 366,174 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 132,439 | | |
| 7,359 | | |
| - | | |
| 125,080 | |
| |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 118,140 | | |
| 4,277 | | |
| 1,701 | (D) | |
| 112,162 | |
Change in fair value of contingent consideration | |
| (72 | ) | |
| - | | |
| - | | |
| (72 | ) |
Bad debt expense | |
| 23,466 | | |
| (45 | ) | |
| - | | |
| 23,511 | |
Impairment of goodwill | |
| 238,000 | | |
| - | | |
| - | | |
| 238,000 | |
Acquisition and integration expenses | |
| 479 | | |
| - | | |
| - | | |
| 479 | |
Restructuring and other expenses | |
| 8,266 | | |
| - | | |
| - | | |
| 8,266 | |
Amortization of intangibles | |
| 2,979 | | |
| - | | |
| - | | |
| 2,979 | |
Income (loss) from continuing operations | |
| (258,819 | ) | |
| 3,127 | | |
| (1,701 | ) | |
| (260,245 | ) |
Interest expense, net | |
| 18,243 | | |
| - | | |
| - | | |
| 18,243 | |
Loss on extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| - | |
Income (loss) from continuing operations before income taxes | |
| (277,062 | ) | |
| 3,127 | | |
| (1,701 | ) | |
| (278,488 | ) |
Income tax expense (benefit) | |
| (17,993 | ) | |
| | | |
| (595 | )(E) | |
| (17,398 | ) |
Income (loss) from continuing operations, net of income taxes | |
| (259,069 | ) | |
| 3,127 | | |
| (1,106 | ) | |
| (261,090 | ) |
Income (loss) from discontinued operations, net of income taxes | |
| (5,412 | ) | |
| | | |
| - | | |
| (5,412 | ) |
Net income (loss) | |
| (264,481 | ) | |
| 3,127 | | |
| (1,106 | ) | |
| (266,502 | ) |
Accrued dividends on preferred stock | |
| (2,258 | ) | |
| - | | |
| - | | |
| (2,258 | ) |
Deemed dividend on preferred stock | |
| (3,350 | ) | |
| - | | |
| - | | |
| (3,350 | ) |
Net income (loss) attributable to common stockholders | |
$ | (270,089 | ) | |
$ | 3,127 | | |
$ | (1,106 | ) | |
$ | (272,110 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per common share | |
| | | |
| | | |
| | | |
| | |
Loss from continuing operations, basic and diluted | |
$ | (3.85 | ) | |
| | | |
| | | |
$ | (3.88 | ) |
Loss from discontinued operations, basic and diluted | |
| (0.08 | ) | |
| | | |
| | | |
| (0.08 | ) |
Net loss, basic and diluted | |
$ | (3.93 | ) | |
| | | |
| | | |
$ | (3.96 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, basic and diluted | |
| 68,668 | | |
| | | |
| | | |
| 68,668 | |
BIOSCRIP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands, except for per share
amounts)
| |
Year ended December
31, 2014 | |
| |
Historical BioScrip | | |
Disposition | | |
Pro Forma Adjustments | | |
Pro Forma | |
| |
| | |
| | |
| | |
| |
Product revenue | |
$ | 901,653 | | |
$ | - | | |
$ | - | | |
$ | 901,653 | |
Service revenue | |
| 82,402 | | |
| 61,401 | | |
| - | | |
| 21,001 | |
Total revenue | |
| 984,055 | | |
| 61,401 | | |
| - | | |
| 922,654 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of product revenue | |
| 645,419 | | |
| - | | |
| - | | |
| 645,419 | |
Cost of service revenue | |
| 77,570 | | |
| 43,766 | | |
| - | | |
| 33,804 | |
Total cost of revenue | |
| 722,989 | | |
| 43,766 | | |
| - | | |
| 679,223 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 261,066 | | |
| 17,635 | | |
| - | | |
| 243,431 | |
| |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 239,810 | | |
| 10,878 | | |
| 3,750 | (D) | |
| 225,182 | |
Change in fair value of contingent consideration | |
| (7,364 | ) | |
| - | | |
| - | | |
| (7,364 | ) |
Bad debt expense | |
| 79,574 | | |
| 27 | | |
| - | | |
| 79,547 | |
Impairment of goodwill | |
| - | | |
| - | | |
| - | | |
| - | |
Acquisition and integration expenses | |
| 17,924 | | |
| - | | |
| - | | |
| 17,924 | |
Restructuring and other expenses | |
| 15,646 | | |
| - | | |
| - | | |
| 15,646 | |
Amortization of intangibles | |
| 6,555 | | |
| - | | |
| - | | |
| 6,555 | |
Income (loss) from continuing operations | |
| (91,079 | ) | |
| 6,730 | | |
| (3,750 | ) | |
| (94,059 | ) |
Interest expense, net | |
| 38,539 | | |
| (6 | ) | |
| | | |
| 38,545 | |
Loss on extinguishment of debt | |
| 2,373 | | |
| - | | |
| - | | |
| 2,373 | |
Income (loss) from continuing operations before income taxes | |
| (131,991 | ) | |
| 6,736 | | |
| (3,750 | ) | |
| (134,977 | ) |
Income tax expense (benefit) | |
| 11,391 | | |
| - | | |
| (1,313 | )(E) | |
| 10,078 | |
Income (loss) from continuing operations, net of income taxes | |
| (143,382 | ) | |
| 6,736 | | |
| (2,438 | ) | |
| (147,680 | ) |
Income (loss) from discontinued operations, net of income taxes | |
| (4,086 | ) | |
| - | | |
| - | | |
| (4,086 | ) |
Net income (loss) | |
| (147,468 | ) | |
| 6,736 | | |
| (2,438 | ) | |
| (151,766 | ) |
Accrued dividends on preferred stock | |
| - | | |
| - | | |
| - | | |
| - | |
Deemed dividend on preferred stock | |
| - | | |
| - | | |
| - | | |
| - | |
Net income (loss) attributable to common stockholders | |
$ | (147,468 | ) | |
$ | 6,736 | | |
$ | (2,438 | ) | |
$ | (151,766 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per common share | |
| | | |
| | | |
| | | |
| | |
Loss from continuing operations, basic and diluted | |
$ | (2.09 | ) | |
| | | |
| | | |
$ | (2.22 | ) |
Loss from discontinued operations, basic and diluted | |
| (0.06 | ) | |
| | | |
| | | |
| (0.06 | ) |
Net loss, basic and diluted | |
$ | (2.15 | ) | |
| | | |
| | | |
$ | (2.28 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, basic and diluted | |
| 68,476 | | |
| | | |
| | | |
| 68,476 | |
BIOSCRIP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION
| (A) | The sources and
uses of funds relating to the PBM Sale are as follows (in thousands): |
Sources: | |
| | |
Cash received as disposal consideration, including est. working capital | |
$ | 25,568 | |
Uses: | |
| | |
Repayment of debt | |
| (22,700 | ) |
Estimated disposal-related transaction costs | |
| (2,300 | ) |
Net | |
$ | 568 | |
| (B) | Reflects
adjustment to remove a $6.8 million balance owed to the Company for a payment service
delay. The Company anticipates collecting this balance during the remainder of the fiscal
year ending December 31, 2015. |
| (C) | Reflects
cash proceeds from borrowings on the Revolving Credit Facility during the period beginning
July 1, 2015 and ending August 26, 2015. |
| (D) | Reflects
certain corporate costs in 2014 and for the six months ended June 30, 2015 which are
not directly eliminated as a result of the PBM Sale. |
| (E) | Reflects
the tax effect of the pre-tax pro forma adjustments at the statutory rate of 35.0%. |
Exhibit 99.2
PRESS RELEASE
Contact:
Lisa Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com
FOR IMMEDIATE RELEASE
BIOSCRIP PROVIDES UPDATE
ON COST SAVINGS INITIATIVES AND
PLAN TO ENHANCE SHAREHOLDER
VALUE
Completes Sale of Non-Core PBM Business
Other Cost Savings Initiatives on Track
ELMSFORD, NY – August 31, 2015 – BioScrip,
Inc. (NASDAQ: BIOS) (“BioScrip” or the “Company") today provided an update on the Company’s plan to
enhance shareholder value, improve financial flexibility and position BioScrip as a pure play infusion services company focused
on high-growth services. As previously announced, the Company expects to realize $35 million – $40 million in annualized
net cost savings over the next 12 months as part of its Financial Improvement Plan.
The Company provided the following update on its cost saving
and financial improvement initiatives to create value:
| · | BioScrip has completed the previously announced sale of its non-core PBM business to ProCare Pharmacy Benefit Manager Inc.,
a privately held pharmacy benefit manager and part of the ProCare Rx companies, for $25 million in cash. The PBM activities represented
approximately $66 million of annual revenue. The net proceeds were used to pay down debt. |
| · | BioScrip’s workforce reduction is on track and will be substantially complete by the end of the third quarter. As previously
announced, the reductions are expected to generate $19 million in total savings. The reductions are in specific areas, including
corporate infrastructure and are not expected to impact BioScrip’s ability to provide quality care and service to patients. |
| · | Supply chain related activities are being negotiated and are expected to generate $3 million in annual savings by the beginning
of 2016, contributing to operating improvement. |
| · | Corporate and field operating improvement programs have been initiated and are estimated to deliver cost savings of $10 million
annually and contribute to operating improvements beginning in January 2016. |
Carter Pate, Chair of the Financial Improvement Plan Committee
of the Board of Directors said, “While we still have work to do, these announcements demonstrate the progress in the execution
of our cost savings and financial improvement initiatives. These important strategic steps will drive shareholder value by focusing
on our core infusion platform, reducing costs and enhancing BioScrip's financial flexibility. The BioScrip Board of Directors and
management remain committed to the Company’s Financial Improvement Plan. We all look forward to achieving our objectives.”
Rick Smith, President and Chief Executive Officer of BioScrip,
said, "We are pleased to complete the sale of our non-core PBM business and announce that we are accomplishing key elements
of our Financial Improvement Plan. Our patient census levels continue to see solid progression consistent with expectations. All
of these efforts are significant milestones in our work to streamline the Company, maintain dynamic growth in our core business,
and position BioScrip as a pure play infusion services provider. We will continue to execute on our plan and concentrate on opportunities
with the highest value-creating potential.”
Balance Sheet Update
As of August 31, 2015, the Company has $73.9 million of
total liquidity, comprised of $19.6 million of cash and $54.3 million of undrawn capacity available on its revolving credit
facility. The Company was in compliance with its financial covenants as of June 30, 2015. On August 6, 2015, the Company
entered into a fourth amendment (the “Fourth Amendment”) to its credit agreement. The Fourth Amendment, among
other things, provides additional relief and flexibility with respect to measuring compliance with the maximum first lien net
leverage ratio. The maximum first lien net leverage ratio for the fiscal quarters ending September 30, 2015 through and
including June 30, 2016 is 7.25. The maximum first lien net leverage ratio for the fiscal quarters ending September 30, 2016
through and including March 31, 2017 is 6.50. For the purpose of measuring compliance with the maximum first lien net
leverage ratio, the Fourth Amendment permits the Company to adjust EBITDA on a pro forma basis to include the estimated
financial impact of any reductions in workforce.
About BioScrip, Inc.
BioScrip, Inc. is a leading national provider of infusion and
home healthcare management solutions. BioScrip partners with healthcare providers, including physicians, hospital systems, skilled
nursing facilities, and with healthcare payors to provide patients better access to high quality, efficient post-acute care services.
BioScrip operates with a commitment to bring infusion therapy services into the home or alternate-site settings. By collaborating
with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical
excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves.
Forward-Looking Statements – Safe Harbor
This press release includes statements that may constitute "forward-looking
statements," including projections of certain measures of the Company's results of operations, projections of future levels
of certain charges and expenses, and other statements regarding the Company's financial improvement plan and strategy. These statements
are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these
statements by the fact that they do not relate strictly to historical or current facts. In some cases, forward-looking statements
can be identified by words such as "may," "should," "could," "anticipate," "estimate,"
"expect," "project," "outlook," "aim," "intend," "plan," "believe,"
"predict," "potential," "continue" or comparable terms. Because such statements inherently involve
risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various
factors. Important factors that could cause or contribute to such differences include but are not limited to risks associated with:
the Company's ability implement its financial improvement plan to reduce operating costs and focus its business on its Infusion
Services segment; reductions in federal, state and commercial reimbursement for the Company's products and services; increased
government regulation related to the health care and insurance industries; as well as the risks described in the Company's periodic
filings with the Securities and Exchange Commission. The Company does not undertake any duty to update these forward-looking statements
after the date hereof, even though the Company's situation may change in the future. All of the forward-looking statements herein
are qualified by these cautionary statements.
BioPlus Acquisition (NASDAQ:BIOS)
Graphique Historique de l'Action
De Sept 2024 à Oct 2024
BioPlus Acquisition (NASDAQ:BIOS)
Graphique Historique de l'Action
De Oct 2023 à Oct 2024