8-K
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): March 4, 2008
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
Delaware
|
|
0-28740
|
|
05-0489664 |
(State or Other Jurisdiction of
|
|
(Commission
|
|
(IRS Employer |
Incorporation)
|
|
File Number)
|
|
Identification No.) |
|
|
|
|
|
100 Clearbrook Road, Elmsford, New York
|
|
10523 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants 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:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b)).
|
|
|
|
o |
|
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 March 4, 2008, BioScrip, Inc. issued a press release reporting its earnings for the fourth
quarter and year ended December 31, 2007. 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 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 March 4, 2008. |
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: March 4, 2008 |
BIOSCRIP, INC.
|
|
|
By: |
/s/
Barry A. Posner |
|
|
|
Barry A. Posner, |
|
|
|
Executive Vice President, Secretary
and General Counsel |
|
|
3
EX-99.1
Exhibit 99.1
BioScrip, Inc. Reports EPS of $0.06 for Fourth Quarter 2007; EPS of $0.09 for 2007; Twelve Months
Operating Income Improves by $25.1 Million
ELMSFORD, N.Y.(BUSINESS WIRE)- March 4, 2008BioScrip, Inc. (Nasdaq: BIOS) today reported fourth
quarter 2007 net income of $2.5 million, or $0.06 per diluted share, on revenues of $309.2 million.
Fourth quarter EBITDAO (earnings before interest, taxes, depreciation, amortization and option
expense) was $5.9 million. Full year 2007 net income was $3.3 million or $0.09 per diluted share
on revenues of $1.2 billion. EBITDAO for the full year was $18.9 million.
Chairman and CEO, Richard H. Friedman, stated, BioScrips fourth quarter results are indicative of
the successful execution of our strategic initiatives. Our focus on a service driven approach to
specialty pharmacy management is resulting in positive outcomes for our customers. This service
model is being accepted in the market and differentiates BioScrip from commoditized specialty drug
distribution.
Fourth Quarter Reported Results
Total revenue for the fourth quarter 2007 increased 5.9% to $309.2 million compared to $292.1
million for the same period a year ago. Net income increased $30.6 million to $2.5 million or
$0.81 per diluted share. In the fourth quarter of 2006, BioScrip established a non-cash reserve of
$25.7 million against its deferred tax assets primarily associated with its net operating loss
carry forwards (NOL).
Fourth quarter 2007 Specialty Services revenue increased 10.4% to $256.7 million, an increase of
$24.2 million over the prior year, primarily due to additional revenues associated with preferred
drug distribution arrangements with manufacturers, specialty contracts with payors and Medicares
Competitive Acquisition Program (CAP). As a result of previously reported losses of certain PBM
customers, fourth quarter 2007 PBM Services revenue decreased $7.1 million to $52.5 million as
compared to the fourth quarter 2006.
Fourth quarter 2007 operating income increased $5.5 million to $3.1 million compared to an
operating loss of $2.4 million for the fourth quarter of 2006. The increase is primarily due to
higher sales, improved drug acquisition costs, lower bad debt and lower amortization expense
partially offset by an increase in employee incentives resulting from the Companys improved
performance.
Year End 2007 Period Results
For the twelve-month period ended December 31, 2007, net income was $3.3 million, or $0.09 per
share compared to a net loss of $38.3 million, or $1.03 per share for the same period a year ago.
The 2006 financial results include a non-cash reserve associated with the Companys deferred tax
assets discussed above. Revenues for the twelve-month period ended December 31, 2007 totaled
$1,197.7 million compared to $1,151.9 million in 2006. The improvement includes an increase in
Specialty Services revenue of $107.6
million or 12.4% to $974.2 million for the twelve-month period ended December 31, 2007. Partially
offsetting the Specialty Services increase was the previously reported loss of significant PBM
customers totaling $61.8 million.
Operating income for the full year 2007 increased $25.1 million to $8.9 million as compared to an
operating loss of $16.2 million for the full year of 2006. The increase is primarily due to higher
sales, improved drug acquisition costs, lower bad debt and lower amortization expense. These
improvements were partially offset by an increase in employee incentives resulting from the
Companys improved performance.
Conference Call Information
BioScrip will host a conference call to discuss fourth quarter and year end 2007 financial results
on Tuesday, March 4, at 10:00 am. ET. Interested parties may participate in the conference call by
dialing 800-732-5617 (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. ET on March 4, through
12:00 p.m. ET on March 10, by dialing 800-633-8284 (US), or 402-9797-9140 (International), and
entering reservation #21375994. An audio webcast and archive of the conference call will also be
available under the investor relations section of the BioScrip website, www.bioscrip.com.
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 2 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 Companys trend
towards a return to profitability and improved cash flows.
About BioScrip, Inc.
BioScrip, Inc. (www.bioscrip.com) (Nasdaq: BIOS) is a specialty pharmaceutical healthcare
organization that partners with patients, physicians, healthcare payors and pharmaceutical
manufacturers to provide access to medications and management solutions to optimize outcomes for
chronic and other complex healthcare conditions.
Forward Looking Statements
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 Companys periodic filings
with the Securities and Exchange Commission.
CONTACT:
BioScrip, Inc.
Craig Allison, 914-460-1636
Director, Corporation Communications
callison@bioscrip.com
BIOSCRIP, INC
CONSOLIDATED BALANCE SHEETS
SCHEDULE 1
(in thousands, except for share amounts)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
Receivables, less allowance for doubtful accounts of
$12,083 and $13,774 at December 31, 2007 and
December 31, 2006 respectively |
|
|
128,969 |
|
|
|
135,139 |
|
Inventory |
|
|
33,598 |
|
|
|
33,471 |
|
Prepaid expenses and other current assets |
|
|
1,434 |
|
|
|
2,090 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
164,001 |
|
|
|
170,700 |
|
Property and equipment, net |
|
|
11,742 |
|
|
|
10,409 |
|
Other assets and investments |
|
|
478 |
|
|
|
681 |
|
Goodwill |
|
|
114,824 |
|
|
|
114,991 |
|
Intangible assets, net |
|
|
5,777 |
|
|
|
8,675 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
296,822 |
|
|
$ |
305,456 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Line of credit |
|
$ |
33,778 |
|
|
$ |
52,895 |
|
Accounts payable |
|
|
57,342 |
|
|
|
51,724 |
|
Claims payable |
|
|
5,164 |
|
|
|
9,548 |
|
Amounts due to plan sponsors |
|
|
4,568 |
|
|
|
10,280 |
|
Accrued expenses and other current liabilities |
|
|
13,936 |
|
|
|
9,230 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
114,788 |
|
|
|
133,677 |
|
Deferred taxes |
|
|
12,754 |
|
|
|
9,946 |
|
Unrecognized tax benefits |
|
|
3,077 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
130,619 |
|
|
|
143,623 |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Common stock, $.0001 par value; 75,000,000 shares
authorized, 41,331,346 shares issued and 38,250,633
outstanding at December 31, 2007; 40,680,233 shares
issued and 37,488,257 outstanding at December 31,
2006, |
|
|
4 |
|
|
|
4 |
|
Treasury stock, 2,436,642 and 2,247,150 shares at cost |
|
|
(9,399 |
) |
|
|
(8,002 |
) |
Additional paid-in capital |
|
|
244,186 |
|
|
|
239,315 |
|
Accumulated deficit |
|
|
(68,588 |
) |
|
|
(69,484 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
166,203 |
|
|
|
161,833 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
296,822 |
|
|
$ |
305,456 |
|
|
|
|
|
|
|
|
Schedule 2
BIOSCRIP, INC
Reconciliation between GAAP and Non-GAAP Measures
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Twelve Months |
|
|
|
Ended December 31, |
|
|
Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net Income (loss) |
|
$ |
2,516 |
|
|
$ |
(28,035 |
) |
|
$ |
3,317 |
|
|
$ |
(38,289 |
) |
Addback items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles |
|
|
484 |
|
|
|
1,639 |
|
|
|
2,898 |
|
|
|
6,538 |
|
Depreciation |
|
|
1,081 |
|
|
|
1,163 |
|
|
|
4,192 |
|
|
|
4,316 |
|
Net interest |
|
|
602 |
|
|
|
920 |
|
|
|
3,270 |
|
|
|
3,018 |
|
Taxes |
|
|
(59 |
) |
|
|
24,753 |
|
|
|
2,264 |
|
|
|
19,030 |
|
Stock option expense |
|
|
1,269 |
|
|
|
810 |
|
|
|
3,004 |
|
|
|
2,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before interest,
taxes, depreciation
amortization and stock
option expense (EBITDAO) |
|
$ |
5,893 |
|
|
$ |
1,250 |
|
|
$ |
18,945 |
|
|
$ |
(2,858 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule 3
BIOSCRIP, INC
CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(in thousands, except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Twelve Months |
|
|
|
Ended December 31, |
|
|
Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Revenue |
|
$ |
309,196 |
|
|
$ |
292,125 |
|
|
$ |
1,197,732 |
|
|
$ |
1,151,940 |
|
Cost of revenue |
|
|
273,017 |
|
|
|
261,868 |
|
|
|
1,060,717 |
|
|
|
1,033,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
36,180 |
|
|
|
30,257 |
|
|
|
137,015 |
|
|
|
118,056 |
|
% of Revenue |
|
|
11.7 |
% |
|
|
10.4 |
% |
|
|
11.4 |
% |
|
|
10.2 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
32,323 |
|
|
|
27,995 |
|
|
|
120,147 |
|
|
|
115,258 |
|
Bad debt expense |
|
|
314 |
|
|
|
2,985 |
|
|
|
5,119 |
|
|
|
12,443 |
|
Amortization of intangibles |
|
|
484 |
|
|
|
1,639 |
|
|
|
2,898 |
|
|
|
6,538 |
|
Merger related expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
33,121 |
|
|
|
32,619 |
|
|
|
128,164 |
|
|
|
134,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Revenue |
|
|
10.7 |
% |
|
|
11.2 |
% |
|
|
10.7 |
% |
|
|
11.7 |
% |
Income (loss) from operations |
|
|
3,059 |
|
|
|
(2,362 |
) |
|
|
8,851 |
|
|
|
(16,241 |
) |
Interest (expense), net |
|
|
(602 |
) |
|
|
(920 |
) |
|
|
(3,270 |
) |
|
|
(3,018 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
2,457 |
|
|
|
(3,282 |
) |
|
|
5,581 |
|
|
|
(19,259 |
) |
Provision for (benefit from) income taxes |
|
|
(59 |
) |
|
|
24,753 |
|
|
|
2,264 |
|
|
|
19,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
2,516 |
|
|
$ |
(28,035 |
) |
|
$ |
3,317 |
|
|
$ |
(38,289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares |
|
|
37,991 |
|
|
|
37,402 |
|
|
|
37,647 |
|
|
|
37,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares |
|
|
40,013 |
|
|
|
37,402 |
|
|
|
38,491 |
|
|
|
37,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share |
|
$ |
0.07 |
|
|
$ |
(0.75 |
) |
|
$ |
0.09 |
|
|
$ |
(1.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share |
|
$ |
0.06 |
|
|
$ |
(0.75 |
) |
|
$ |
0.09 |
|
|
$ |
(1.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Certain amounts have been reclassified to conform to the current presentation. Such classifications have had no impact on income from operations or net income. |