UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C.
______________________________________________
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): October 28, 2009
BioScrip,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-28740
|
05-0489664
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
|
(IRS
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
________________________________________________________________________
(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)).
Item
2.02 Results
of Operations and Financial Condition.
On
October 30, 2009, BioScrip, Inc. issued a press release reporting its financial
results for the three and nine months ended September 30, 2009. A
copy of that press release is furnished with this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
The press
release includes certain non-GAAP financial measures as described therein. As
required by Regulation G, a reconciliation between any non-GAAP financial
measures presented and the most directly comparable GAAP financial measures is
also provided.
As
provided in General Instruction B.2 to Form 8-K, the information furnished in
this Item 2.02 and in Exhibit 99.1 hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing with the
Securities and Exchange Commission, except as shall be expressly provided by
specific reference in such filing.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 28, 2009, Steven K. Schelhammer, a director of BioScrip since May
2007, informed BioScrip’s Chairman and Chief Executive Officer that
he was resigning from the Board of Directors in order to devote his full-time
attention to his position as Chief Executive Officer of Phytel,
Inc. Mr. Schelhammer has had no disagreements with BioScrip with
respect to any matters.
Item
9.01 Financial Statements and
Exhibits.
(c) Exhibits.
The following information is furnished as an exhibit to this Current
Report:
Exhibit
No. Description of
Exhibit
99.1
Press Release dated October 30, 2009.
2
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 duly
authorized.
|
Date: October
30, 2009
|
BIOSCRIP,
INC.
|
||
|
By:
|
|||
|
/s/
Barry A. Posner
|
|||
|
Executive
Vice President,
|
|||
|
Secretary
and General Counsel
|
|||
3
NEWS RELEASE
Contact:
Stanley
G. Rosenbaum
Executive
Vice President and Chief Financial Officer
Tel:
952-979-3768
srosenbaum@bioscrip.com
Lisa M.
Wilson
In-Site
Communications
Tel:
(917) 543-9932
lwilson@insitecony.com
BIOSCRIP,
INC. REPORTS THIRD QUARTER EARNINGS OF $0.14 PER SHARE
ELMSFORD,
N.Y.--(BUSINESS WIRE)—October 30, 2009—BioScrip, Inc. (Nasdaq: BIOS) today
announced third quarter net income of $5.7 million, or $0.14 per diluted share,
on revenues of $333.5 million. These results compare to net income of
$1.4 million, or $0.04 per share, on revenues of $359.4 million for the third
quarter of 2008. Third quarter 2009 EBITDAO was $8.9 million compared to $5.3
million for the same period a year ago.
Richard
H. Friedman, BioScrip’s Chairman and Chief Executive Officer, stated, “Our
results reflect the steady progress of our strategy to provide a full and
comprehensive continuum of care, expand our clinical management reach and local
market presence while delivering improved operating margins. We
continue to upgrade our talent base with key hires to support the growth of our
business.”
Results
of Operations
Revenue
for the third quarter of 2009 totaled $333.5 million, compared to $359.4 million
for the same period a year ago. Revenue declines were expected due to
the previously announced elimination of the Medicare Competitive Acquisition
Program (“CAP”) effective December 31, 2008 and the termination of the United
Health Group (“UHG”) organ transplant and HIV/AIDS contracts, partially offset
by increased sales of higher margin infusion therapies and other specialty
sales. Excluding the effects of these contracts, 2009 third quarter
revenues were 7.9% higher than the 2008 comparable period.
Gross
profit for the third quarter of 2009 was $41.5 million, or 12.4% compared to
$36.1 million, or 10% for the third quarter of 2008. The increase was
primarily the result of improved product mix due to our continued focus on
higher margin therapies as well as improved supply chain programs.
Third
quarter 2009 operating profit was $6.7 million, or 2.0% compared to $2.8
million, or 0.8% for the third quarter of 2008. The increase in
operating income was a result of the improved product and therapy mix discussed
above, which was partially offset by bad debt expense returning to normalized
levels.
Revenue
for the nine months ended September 30, 2009 totaled $988.0 million compared to
$1,035.3 million for the comparable period a year ago. Excluding the
elimination of CAP and UHG, the year-to-date 2009 revenue grew 7.4% over the
comparable period in 2008.
Gross
profit for the nine months ended September 30, 2009 was $115.9 million, or 11.7%
compared to $104.2 million, or 10.1% for the same period in 2008. The
increase in gross margin for the year was the result of improved product and
therapy mix, the elimination of lower margin business and improved supply chain
programs.
Operating
profit for the nine months ended September 30, 2009 was $16.1 million, or 1.6%
compared to $6.4 million, or 0.6% for the comparable period of
2008. Net income for the nine months ended 2009 was $13.4 million, or
$0.34 per diluted share, compared to $2.6 million, or $0.07 per diluted share,
for the same period one year ago.
The
Company also announced that Steven Schelhammer has resigned as a member of the
company's Board of Directors in order to devote his full-time attention to his
position as Chief Executive Officer of Phytel, Inc. “On behalf of the
entire Board of Directors, we thank Steve for his important contributions to
BioScrip,” stated Friedman.
Conference
Call
BioScrip
will host a conference call to discuss its third quarter 2009 financial results
on Friday, October 30, at 8:30 a.m. Eastern Time. Interested parties may
participate in the conference call by dialing 800-920-2986 (US), or
212-231-2900 (International), 5-10 minutes prior to the start of the call. A
replay of the conference call will be available from 12:00 p.m. Eastern Time on
Friday, October 30, through 12:00 p.m. Eastern Time on Friday, November 13, by
dialing 800-633-8284 (US), or 402-977-9140 (International), and entering
reservation number 21440281. An audio web cast and archive of the conference
call will also be available under the investor relations section of the BioScrip
website at www.bioscrip.com.
About
BioScrip, Inc.
BioScrip,
Inc. (www.bioscrip.com) (Nasdaq: BIOS) is a specialty pharmaceutical healthcare
organization that partners with patients, physicians, healthcare payers and
pharmaceutical manufacturers to provide access to medications and management
solutions to optimize outcomes for chronic and other complex health care
conditions.
Forward
Looking Statements-Safe Harbor
This
press release may contain statements which constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding the intent, belief or current expectations of the
Company, its directors, or its officers with respect to the future operating
performance of the Company, 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 such differences are described in the
Company's periodic filings with the Securities and Exchange
Commission.
Earnings
before interest, taxes, depreciation, amortization, and option expense
("EBITDAO") is a non-GAAP financial measure as defined under U.S. Securities and
Exchange Commission Regulation G. As required by Regulation G, BioScrip has
provided on Schedule 3 a reconciliation of this measure to the most comparable
GAAP financial measure. The non-GAAP measure presented provides important
insight into the ongoing operations and a meaningful benchmark to evidence the
Company's continuing profitability trend.
###
TABLES TO
FOLLOW
1
| Schedule 1 | ||||||
| BIOSCRIP, INC | ||||||
|
CONSOLIDATED
BALANCE SHEETS
|
||||||
|
(in
thousands, except for share amounts)
|
||||||
|
September
30,
|
December
31,
|
|||||
|
2009
|
2008
|
|||||
|
ASSETS
|
(unaudited)
|
|||||
|
Current
assets
|
||||||
|
Cash
and cash equivalents
|
$ | - | $ | - | ||
|
Receivables,
less allowance for doubtful accounts of $9,828 and $11,629
|
||||||
|
at
September 30, 2009 and December 31, 2008, respectively
|
147,326 | 158,649 | ||||
|
Inventory
|
47,833 | 45,227 | ||||
|
Prepaid
expenses and other current assets
|
3,866 | 2,766 | ||||
|
Total
current assets
|
199,025 | 206,642 | ||||
|
Property
and equipment, net
|
15,674 | 14,748 | ||||
|
Other
assets
|
983 | 1,069 | ||||
|
Goodwill
|
24,498 | 24,498 | ||||
|
Total
assets
|
$ | 240,180 | $ | 246,957 | ||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||
|
Current
liabilities
|
||||||
|
Line
of credit
|
$ | 39,584 | $ | 50,411 | ||
|
Accounts
payable
|
62,909 | 76,936 | ||||
|
Claims
payable
|
4,228 | 5,230 | ||||
|
Amounts
due to plan sponsors
|
5,951 | 5,646 | ||||
|
Accrued
expenses and other current liabilities
|
10,200 | 9,575 | ||||
|
Total
current liabilities
|
122,872 | 147,798 | ||||
|
Deferred
taxes
|
1,095 | 533 | ||||
|
Income
taxes payable
|
3,512 | 3,089 | ||||
|
Total
liabilities
|
127,479 | 151,420 | ||||
|
Stockholders'
equity
|
||||||
|
Common
stock, $.0001 par value; 75,000,000 shares authorized; shares
issued:
|
||||||
|
42,349,728,
and 41,622,629, respectively; shares outstanding; 39,272,399
and
|
||||||
|
38,691,356,
respectively
|
4 | 4 | ||||
|
Treasury
stock, shares at cost: 2,653,007 and 2,624,186,
respectively
|
(10,366 | ) | (10,288 | ) | ||
|
Additional
paid-in capital
|
252,274 | 248,441 | ||||
|
Accumulated
deficit
|
(129,211 | ) | (142,620 | ) | ||
|
Total
stockholders' equity
|
112,701 | 95,537 | ||||
|
Total
liabilities and stockholders' equity
|
$ | 240,180 | $ | 246,957 | ||
2
|
Schedule
2
|
||||||||||||||
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BIOSCRIP,
INC
|
||||||||||||||
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CONSOLIDATED
STATEMENTS OF OPERATIONS (1)
|
||||||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||
|
September
30,
|
September
30,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||
|
Revenue
|
$ | 333,476 | $ | 359,427 | $ | 987,974 | $ | 1,035,338 | ||||||
|
Cost
of revenue
|
291,980 | 323,346 | 872,100 | 931,159 | ||||||||||
|
Gross
profit
|
41,496 | 36,081 | 115,874 | 104,179 | ||||||||||
|
%
of Revenue
|
12.4 | % | 10.0 | % | 11.7 | % | 10.1 | % | ||||||
|
Operating
expenses
|
||||||||||||||
|
Selling,
general and administrative expenses
|
32,402 | 31,859 | 94,335 | 95,031 | ||||||||||
|
Bad
debt expense
|
2,433 | 1,413 | 5,410 | 2,786 | ||||||||||
|
Total
operating expense
|
34,835 | 33,272 | 99,745 | 97,817 | ||||||||||
|
%
of Revenue
|
10.4 | % | 9.3 | % | 10.1 | % | 9.4 | % | ||||||
|
Income
from operations
|
6,661 | 2,809 | 16,129 | 6,362 | ||||||||||
|
Interest
expense, net
|
447 | 669 | 1,471 | 1,931 | ||||||||||
|
Income
before income taxes
|
6,214 | 2,140 | 14,658 | 4,431 | ||||||||||
|
Tax
provision
|
467 | 730 | 1,249 | 1,879 | ||||||||||
|
Net
income
|
$ | 5,747 | $ | 1,410 | $ | 13,409 | $ | 2,552 | ||||||
|
Basic
weighted average shares
|
38,961 | 38,403 | 38,807 | 38,359 | ||||||||||
|
Diluted
weighted average shares
|
40,184 | 38,934 | 39,345 | 39,187 | ||||||||||
|
Basic
net income per share
|
$ | 0.15 | $ | 0.04 | $ | 0.35 | $ | 0.07 | ||||||
|
Diluted
net income per share
|
$ | 0.14 | $ | 0.04 | $ | 0.34 | $ | 0.07 | ||||||
|
(1) Certain
amounts have been relassified to conform to the current presentation. Such
classifications have had no impact on income from operations or net
income.
|
||||||||||||||
3
|
Schedule
3
|
|||||||||||||
|
BIOSCRIP,
INC
|
|||||||||||||
|
Reconciliation
between GAAP and Non-GAAP Measures
|
|||||||||||||
|
(in
thousands, except per share amounts)
|
|||||||||||||
|
(unaudited)
|
|||||||||||||
|
Three
Months
|
Nine
Months
|
||||||||||||
|
September
30,
|
September
30,
|
||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||
|
Net
Income
|
$ | 5,747 | $ | 1,410 | $ | 13,409 | $ | 2,552 | |||||
|
Addback
items:
|
|||||||||||||
|
Depreciation
and Amortization
|
1,356 | 1,620 | 3,596 | 4,685 | |||||||||
|
Net
interest
|
447 | 669 | 1,471 | 1,931 | |||||||||
|
Taxes
|
467 | 730 | 1,249 | 1,879 | |||||||||
|
Stock-based
compensation expense
|
897 | 864 | 2,385 | 2,859 | |||||||||
|
Earnings
before interest, taxes, depreciation, amortization and share-based
compensation expense (EBITDAO)
|
$ | 8,914 | $ | 5,293 | $ | 22,110 | $ | 13,906 | |||||
|
Net
Income
|
$ | 5,747 | $ | 1,410 | $ | 13,409 | $ | 2,552 | |||||
|
Add
back items:
|
|||||||||||||
|
OIG
Settlement
|
- | 795 | - | 795 | |||||||||
|
Pro
forma Net Income
|
$ | 5,747 | $ | 2,205 | $ | 13,409 | $ | 3,347 | |||||
|
Basic
weighted average shares
|
38,961 | 38,403 | 38,807 | 38,359 | |||||||||
|
Diluted
weighted average shares
|
40,184 | 38,934 | 39,345 | 39,187 | |||||||||
|
Basic
pro forma net income per share
|
$ | 0.15 | $ | 0.06 | $ | 0.35 | $ | 0.09 | |||||
|
Diluted
pro forma net income per share
|
$ | 0.14 | $ | 0.06 | $ | 0.34 | $ | 0.09 | |||||
4