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 16, 2007
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-28740
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05-0489664 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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100 Clearbrook Road, Elmsford, New York
(Address of Principal Executive Offices)
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10523
(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)).
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On March 16, 2007, BioScrip, Inc. issued a press release reporting its earnings for the fourth
quarter and year ended December 31, 2006. 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:
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press Release dated March 16, 2007. |
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.
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Date: March 19, 2007 |
BIOSCRIP, INC.
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By: |
/s/ Barry A. Posner
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Barry A. Posner, |
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Executive Vice President, Secretary
and General Counsel |
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3
EX-99.1
Exhibit 99.1
BioScrip, Inc. Announces 2006 Fourth Quarter and Year-End Results
ELMSFORD, N.Y.(BUSINESS WIRE)March 16, 2007BioScrip, Inc. (NASDAQ: BIOS) today reported
a fourth quarter 2006 loss of $28.0 million or $0.75 per share on revenues of $292.2 million.
BioScrip established a non-cash reserve of $25.7 million against its deferred tax assets primarily
associated with its net operating loss carryforwards (NOL). Excluding this reserve, the
Companys loss for the quarter was $2.3 million or $0.06 per share. Consistent with its previous
forecast, the Company achieved fourth quarter EBITDAO (earnings before interest, taxes,
depreciation, amortization and option expense) of $1.25 million which represents a $1.9 million
EBITDAO improvement over third quarter.
BioScrips Chairman and CEO, Richard H. Friedman stated BioScrip generated $1.25 million in
EBITDAO and we expect this positive trend to continue throughout 2007 and beyond. Although we still
have work ahead of us, we have a solid handle on our cost structure; it is now time to concentrate
on top line growth. While we are not issuing specific guidance, we expect profitability in 2007
and believe that many of the obstacles previously affecting BioScrip are behind us.
Fourth Quarter Reported Results
Revenue for the fourth quarter 2006 was $292.2 million compared to $304.2 million for the same
period a year ago. Revenue decreases were primarily the result of the loss of PBM Services business
previously reported. The revenue decrease was partially offset by revenue increases in the
Companys Specialty Services segment. Fourth quarter 2006 Specialty Services revenue was $232.5
million, an increase of $29.0 million, or 14.3% over the prior year, due primarily to revenues
associated with preferred distribution arrangements with manufacturers for newly approved drugs,
strong growth in infusion services, new business resulting from the CAP contract, and the
acquisition of Intravenous Therapy Services (ITS) in March 2006. Fourth quarter 2006 PBM
Services revenue was $59.7 million, a decrease of $41.0 million, or 40.7%, as compared to the
fourth quarter of 2005, for the reason noted above.
Gross profit for the fourth quarter 2006 was $30.8 million, compared to $33.6 million for the same
period of 2005. Gross profit was 10.5% of revenue in the fourth quarter 2006 compared to 11.0% in
the comparable period of last year. Gross margin declines from 2005 were partially the result of
lower reimbursement rates associated with new Medicare Part D networks and further industry-wide
reimbursement pressure.
Fourth quarter 2006 selling, general and administrative expenses (SG&A) were $28.5 million, or
9.7% of revenue, compared to $28.1 million or 9.2% of revenue for the fourth quarter of 2005. The
increase in SG&A over 2005 was due primarily to the acquisition of ITS in March 2006; stock option
expense associated with the adoption of SFAS 123(R); and incremental cost related to the CAP
contract. Partially offsetting these expenses were reduced spending from the previously announced
cost reduction program.
Bad debt expense in the fourth quarter 2006 was $3.0 million or 1.0% of revenue compared to $9.3
million, or 3% of revenue for the same period of 2005. Fourth quarter 2006 bad debt expense
includes a $0.3 million charge for non-trade receivables. Without that specific reserve, bad debt
in the fourth quarter would have been lower than third quarter by 0.8%.
Calendar Year 2006 Reported Results
Revenue for the year ended December 31, 2006 was $1.15 billion, an increase of $79.0 million from
the 2005 results. The 2005 results include Chronimeds results from March 12, 2005, the date of its
acquisition by BioScrip. The net loss for 2006 was $38.3 million which includes the aforementioned
$25.7 million reserve against our deferred tax assets as compared to a loss of $23.8 million for
2005. The 2005 results include a $25.2 million charge for the impairment of goodwill and
intangibles as well as a $4.6 million charge for merger related expenses.
CAP Program Developments
As previously reported, starting July 1, 2006, as the sole vendor under Medicares Competitive
Acquisition Program (CAP) BioScrip began dispensing Medicare Part B drugs and biologics to CAP
enrolled physicians. Recently, Congress modified the program in order to streamline the
reimbursement process. Those modifications will result in more timely reimbursement to BioScrip.
Further, CMS recently announced a new enrollment period commencing May 1, 2007 through June
15th for new physician enrollments effective August 1st. Fourth quarter CAP revenues
were $7.2 million from 1,350 enrolled physicians. Following the fourth quarter 2006 enrollment
period, there were approximately 2,450 physicians enrolled. BioScrip intends to invest in
marketing and educational programs in order to maximize participation in the upcoming enrollment
period.
Conference Call Information
BioScrip will host a conference call to discuss fourth quarter and calendar year 2006 financial
results on Friday, March 16 at 10:00 a.m. EDT. Interested parties may participate in the conference
call by dialing 888-214-7562 (US), or 415-537-1852 (International), 5-10 minutes prior to the start
of the call. A replay of the conference call will be available from 12:30 PM EDT on March 16
through 11:59 PM EDT on March 22, by dialing 800-633-8284 (US), or 402-977-9140 (International),
and entering reservation #21333003. A webcast and archive of the conference call will also be
available under the investor relations section of the BioScrip website, www.bioscrip.com.
About BioScrip, Inc.
BioScrip provides comprehensive pharmaceutical care solutions. We partner with healthcare payors,
pharmaceutical manufacturers, government agencies, physicians, and patients to deliver cost
effective programs in an effort to optimize the quality of patient life. We focus our products and
services in two core areas: Specialty pharmaceutical services, both nationally and community-based,
and Pharmacy Benefit Management services. Our specialty services capabilities include
condition-specific distribution and clinical management programs for individuals living with health
conditions such as HIV/AIDS, cancer, immune deficiency, Hepatitis C, Rheumatoid Arthritis, Multiple
Sclerosis, transplantation and Chrohns disease. Our pharmacy benefit management programs include
benefit plan design, pharmacy network management and sophisticated reporting capabilities. In
addition, we have 37 community, mail and infusion pharmacies across the U.S., providing nationwide
access to medications and clinical services.
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 and our success with respect to the integration
and consolidation. 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.
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 a reconciliation of this measure to the most
comparable GAAP financial measure.
See Schedule 2 for a reconciliation of the differences between the non-GAAP financial measures and
the most directly comparable GAAP financial measures. As required by Regulation G under the
Securities Exchange Act, the Company has provided a quantitative comparison between GAAP and
disclosed non-GAAP financial measures. 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.
CONTACT: BioScrip, Inc.
Craig Allison, 914-460-1636
Investor Relations
callison@bioscrip.com
SOURCE: BioScrip, Inc.
# # # #
Schedule 1
BIOSCRIP, INC.
CONSOLIDATED STATEMENT of OPERATIONS
(in thousands, except share and per share data)
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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2006 |
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2005 |
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2006 |
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2005 |
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Revenue |
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$ |
292,240 |
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$ |
304,243 |
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$ |
1,152,459 |
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$ |
1,073,235 |
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Cost of revenue |
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261,474 |
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270,655 |
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1,032,864 |
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956,968 |
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Gross profit |
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30,766 |
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33,588 |
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119,595 |
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116,267 |
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% of Revenue |
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10.53 |
% |
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11.04 |
% |
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10.38 |
% |
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10.83 |
% |
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Selling, general and administrative expenses |
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28,504 |
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28,067 |
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116,797 |
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96,521 |
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Bad debt expense |
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2,985 |
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9,322 |
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12,443 |
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12,814 |
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Amortization of intangibles |
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1,639 |
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1,796 |
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6,538 |
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6,395 |
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Merger related expenses |
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0 |
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2,469 |
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58 |
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4,575 |
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Goodwill and intangible impairment |
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0 |
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19,409 |
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0 |
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25,165 |
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Total operating expenses |
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33,128 |
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61,063 |
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135,836 |
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145,470 |
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% of Revenue |
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11.34 |
% |
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20.07 |
% |
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11.79 |
% |
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13.55 |
% |
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(Loss) income from operations |
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(2,362 |
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(27,475 |
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(16,241 |
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(29,203 |
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Interest expense, net |
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(920 |
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(201 |
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(3,018 |
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(392 |
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(Loss) income before income taxes |
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(3,282 |
) |
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(27,676 |
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(19,259 |
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(29,595 |
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(Benefit from) provision for income taxes |
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24,753 |
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(5,061 |
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19,030 |
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(5,748 |
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Net (loss) income |
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($28,035 |
) |
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($22,615 |
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($38,289 |
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($23,847 |
) |
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Basic net (loss) income per share |
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($0.75 |
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($0.61 |
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($1.03 |
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($0.70 |
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Diluted net (loss) income per share |
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($0.75 |
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($0.61 |
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($1.03 |
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($0.70 |
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Basic weighted-average shares |
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37,402,297 |
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37,012,099 |
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37,303,531 |
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34,128,650 |
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Diluted weighted-average shares |
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37,402,297 |
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37,012,099 |
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37,303,531 |
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34,128,650 |
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Schedule 2
BIOSCRIP, INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP MEASURES
(in thousands)
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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2006 |
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2005 |
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2006 |
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2005 |
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(Loss) income from operations |
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($2,362 |
) |
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($27,475 |
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($16,241 |
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($29,203 |
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Addback items: |
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Depreciation |
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1,163 |
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1,074 |
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4,316 |
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3,520 |
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Amortization of intangibles |
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1,639 |
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21,205 |
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6,537 |
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25,804 |
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SFAS 123R stock option expense |
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810 |
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2,529 |
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Earnings before interest, taxes,
depreciation, amortization and stock
option expense (EBITDAO) |
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$ |
1,250 |
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($5,196 |
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($2,859 |
) |
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$ |
121 |
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Schedule 3
BIOSCRIP, INC
CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
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December 31, 2006 |
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December 31, 2005 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
1,521 |
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Receivables, less allowance for doubtful accounts of $13,774 and
$14,406 at December 31, 2006 and 2005, respectively |
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135,139 |
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127,880 |
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Inventory |
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33,471 |
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25,873 |
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Prepaid expenses and other current assets |
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2,090 |
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2,978 |
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Deferred taxes |
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11,225 |
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Total current assets |
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170,700 |
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169,477 |
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Property and equipment, net |
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10,409 |
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9,232 |
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Other assets and investments |
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681 |
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939 |
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Goodwill |
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114,991 |
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104,268 |
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Intangible assets, net |
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8,675 |
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14,713 |
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Total assets |
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$ |
305,456 |
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$ |
298,629 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Line of credit |
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$ |
52,895 |
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$ |
7,427 |
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Accounts payable |
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51,724 |
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39,969 |
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Claims payable |
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9,548 |
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31,402 |
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Payables to plan sponsors |
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589 |
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|
1,695 |
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Payor Allowance |
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9,691 |
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|
9,118 |
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Accrued expenses and other current liabilities |
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9,230 |
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|
12,378 |
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Total current liabilities |
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133,677 |
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101,989 |
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Deferred taxes, net |
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9,946 |
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|
875 |
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Total liabilities |
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143,623 |
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|
102,864 |
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Stockholders equity |
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Preferred stock, $.0001 par value; 5,000,000 shares authorized,
no shares issued or outstanding |
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Common stock, $.0001 par value; 75,000,000 shares authorized;
shares issued: 40,680,233 and 39,425,828 respectively;
shares outstanding: 37,488,257 and 37,094,252,
respectively; |
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4 |
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4 |
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Treasury stock, 2,247,150 shares at cost |
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(8,002 |
) |
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(8,002 |
) |
Additional paid-in capital |
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|
239,315 |
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|
234,958 |
|
Accumulated deficit |
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(69,484 |
) |
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(31,195 |
) |
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Total stockholders equity |
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|
161,833 |
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|
195,765 |
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Total liabilities and stockholders equity |
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$ |
305,456 |
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$ |
298,629 |
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|