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Document and Entity Information Document - shares	9 Months Ended
Document and Entity Information Document - shares	Sep. 30, 2013	Nov. 07, 2013
Entity Information [Line Items]
Entity Registrant Name	BioScrip, Inc.
Entity Central Index Key	0001014739
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		68,109,366

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 0	$ 62,101
Receivables, less allowance for doubtful accounts of $14,217 and $22,212 at September 30, 2013 and December 31, 2012, respectively	178,484	129,103
Inventory	30,326	34,034
Prepaid expenses and other current assets	13,308	10,189
Total current assets	222,118	235,427
Property and equipment, net	41,050	23,721
Goodwill	605,663	350,810
Intangible assets, net	34,094	17,446
Deferred financing costs	18,888	2,877
Investments in and advances to unconsolidated affiliate	0	10,042
Other non-current assets	4,487	2,053
Total assets	926,300	642,376
Current liabilities
Current portion of long-term debt	35,275	953
Accounts payable	50,281	34,438
Claims payable	2,136	7,411
Amounts due to plan sponsors	7,802	18,173
Accrued interest	1,971	5,803
Accrued expenses and other current liabilities	36,073	41,491
Total current liabilities	133,538	108,269
Long-term debt, net of current portion	380,332	225,426
Deferred taxes	11,693	10,291
Other non-current liabilities	30,402	4,981
Total liabilities	555,965	348,967
Stockholders' equity
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $.0001 par value; 125,000,000 shares authorized; shares issued: 70,570,520 and 59,600,713, respectively; shares outstanding: 67,988,000 and 57,026,957, respectively	7	6
Treasury stock, shares at cost: 2,582,520 and 2,582,520, respectively	(10,311)	(10,311)
Additional paid-in capital	516,818	388,798
Accumulated deficit	(136,179)	(85,084)
Total stockholders' equity	370,335	293,409
Total liabilities and stockholders' equity	$ 926,300	$ 642,376

CONSOLIDATED BALANCE SHEETS Balance Sheet Parenthetical - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Allowance for Doubtful Accounts Receivable, Current	$ 14,217	$ 22,212
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	125,000,000	125,000,000
Common Stock, Shares, Issued	70,570,520	59,600,713
Common Stock, Shares, Outstanding	67,988,000	57,026,957
Treasury Stock, Shares	2,582,520	2,582,520

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Product revenue	$ 169,011	$ 123,361	$ 469,594	$ 338,721
Service revenue	39,868	47,004	129,089	143,178
Total revenue	208,879	170,365	598,683	481,899
Cost of product revenue	115,565	85,611	323,823	233,057
Cost of service revenue	24,632	26,750	77,929	84,275
Total cost of revenue	140,197	112,361	401,752	317,332
Gross profit	68,682	58,004	196,931	164,567
Selling, general and administrative expenses	57,999	46,772	166,761	135,404
Bad debt expense	3,947	3,440	11,028	10,677
Acquisition and integration expenses	4,890	998	13,025	1,806
Restructuring and other expenses	786	2,321	3,510	3,696
Amortization of intangibles	1,009	1,087	4,801	2,844
Income (loss) from continuing operations	51	3,386	(2,194)	10,140
Interest expense, net	7,182	6,497	20,168	19,705
Loss on extinguishment of debt	15,898	0	15,898	0
Loss from continuing operations before income taxes	(23,029)	(3,111)	(38,260)	(9,565)
Income tax benefit	(587)	(2,506)	(31)	(2,644)
Loss from continuing operations, net of income taxes	(22,442)	(605)	(38,229)	(6,921)
(Loss) income from discontinued operations, net of income taxes	(11,645)	(10,931)	(12,866)	64,448
Net (loss) income	$ (34,087)	$ (11,536)	$ (51,095)	$ 57,527
Income (loss) per common share
Basic (loss) from continuing operations (dollars per share)	$ (0.35)	$ (0.01)	$ (0.61)	$ (0.12)
Basic (loss) income from discontinued operations (dollars per share)	(0.18)	(0.19)	(0.20)	1.15
Basic (loss) income (dollars per share)	(0.53)	(0.20)	(0.81)	1.03
Diluted (loss) from continuing operations (dollars per share)	(0.35)	(0.01)	(0.61)	(0.12)
Diluted (loss) income from discontinued operations (dollars per share)	(0.18)	(0.19)	(0.20)	1.15
Diluted (loss) income (dollars per share)	$ (0.53)	$ (0.20)	$ (0.81)	$ 1.03
Weighted average common shares outstanding
Basic (shares)	67,912	56,640	63,368	56,019
Diluted (shares)	67,912	56,640	63,368	56,019

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net (loss) income	$ (51,095)	$ 57,527
(Loss) income from discontinued operations, net of income taxes	(12,866)	64,448
(Loss) from continuing operations, net of income taxes	(38,229)	(6,921)
Adjustments to reconcile loss from continuing operations, net of income taxes to net cash provided by (used in) operating activities:
Depreciation	8,298	6,115
Amortization of intangibles	4,801	2,844
Amortization of deferred financing costs	1,410	662
Change in deferred income tax	1,402	2,164
Compensation under stock-based compensation plans	7,260	4,398
Loss on extinguishment of debt	15,898	0
Equity in net loss of unconsolidated affiliate	661	0
Changes in assets and liabilities, net of amounts acquired in acquisitions:
Receivables, net of bad debt expense	(20,021)	88,227
Inventory	8,875	(17,873)
Prepaid expenses and other assets	838	4,822
Accounts payable	8,102	(34,425)
Claims payable	(5,275)	(1,099)
Amounts due to plan sponsors	(10,372)	(3,415)
Accrued interest	(3,832)	5,737
Accrued expenses and other liabilities	(5,212)	5,615
Net cash (used in) provided by operating activities from continuing operations	(25,396)	56,851
Net cash (used in) operating activities from discontinued operations	(12,866)	(31,599)
Net cash (used in) provided by operating activities	(38,262)	25,252
Cash flows from investing activities:
Purchases of property and equipment, net	(19,929)	(5,777)
Cash consideration paid for acquisitions, net of cash acquired	(285,039)	(41,746)
Net cash proceeds from sale of unconsolidated affiliate	8,509	0
Cash advances to unconsolidated affiliate	(2,348)	0
Cash consideration paid to DS Pharmacy	0	(2,935)
Cash consideration paid for unconsolidated affiliate, net of cash acquired	0	(7,827)
Net cash used in investing activities from continuing operations	(298,807)	(58,285)
Net cash provided by investing activities from discontinued operations	0	161,499
Net cash (used in) provided by investing activities	(298,807)	103,214
Cash flows from financing activities:
Proceeds from public stock offering	118,570	0
Proceeds from new senior credit facility, net of lender fees and other expenses	377,283	0
Repayment of 10 1/4% senior unsecured notes	(237,397)	0
Borrowings on line of credit	379,896	1,041,440
Repayments on line of credit	(364,859)	(1,105,262)
Repayments of capital leases	(809)	(3,210)
Net proceeds from exercise of common stock purchase warrants	399	0
Net proceeds from exercise of employee stock compensation plans	1,885	5,922
Surrender of stock to satisfy minimum tax withholding	0	(174)
Net cash provided by (used in) financing activities	274,968	(61,284)
Net change in cash and cash equivalents	(62,101)	67,182
Cash and cash equivalents - beginning of period	62,101	0
Cash and cash equivalents - end of period	0	67,182
DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	22,598	13,961
Cash paid during the period for income taxes	242	1,628
DISCLOSURE OF NON-CASH TRANSACTIONS:
Capital lease obligations incurred to acquire property and equipment	$ 0	$ 20

BASIS OF PRESENTATION	9 Months Ended
BASIS OF PRESENTATION	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	BASIS OF PRESENTATION These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements, including the notes thereto, and other information included in the Annual Report on Form 10-K of BioScrip, Inc. and its wholly-owned subsidiaries (the “Company”) for the year ended December 31, 2012 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission. These Unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished in these Unaudited Consolidated Financial Statements reflects all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2013. The accounting policies followed for interim financial reporting are the same as those disclosed in Note 2 of the Audited Consolidated Financial Statements included in the Form 10-K. The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company had an affiliate equity investment in a variable interest entity that developed a platform to facilitate the flow, management and sharing of vital health and medical information with stakeholders across the healthcare ecosystem. The Company's investment in this variable interest entity was recorded in the investments in and advances to unconsolidated affiliate line on the accompanying Consolidated Balance Sheets using the equity method of accounting. On April 19, 2013, the Company, along with all other minority investors, completed the sale of its affiliate equity investment in this variable interest entity. At closing the Company received a cash payment of $8.5 million, with an additional $1.1 million held in escrow pending any working capital adjustments that may be necessary. The Company also expects to receive additional services or cash from an existing guarantee during the two years following close. The terms of the services to be provided or the cash guarantee to be paid will be determined by the Company and the parties involved in the sale. As of September 30, 2013, a receivable of $2.1 million is included in other non-current assets in the accompanying Consolidated Balance Sheets. Acquisition and integration expenses include legal and financial advisory fees associated with acquisitions; and integration costs to convert acquired entities to common policies, procedures, and information systems. Restructuring and other expenses include employee severance and other benefit-related costs, third-party consulting costs, facility-related costs, and other costs associated with the execution of our strategic restructuring plans; and transitional costs such as training, redundant salaries, and retention bonuses for certain personnel. In July 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Under this amendment, an entity is not required to calculate the fair value of the indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The Company adopted ASU 2012-02 on January 1, 2013. The adoption of this statement did not have a material effect on the Company's Unaudited Consolidated Financial Statements. Certain prior period amounts related to restructuring and other expenses have been reclassified to conform to the current year presentation. Such reclassifications have no material effect on the Company's previously reported consolidated financial position, results of operations or cash flow. The Company has evaluated events that occurred during the period subsequent to the balance sheet date through the filing date of this Form 10-Q. Refer to Notes 5 and 10 for additional information.

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

Income (Loss) Per Share

The following table sets forth the computation of basic and diluted income (loss) per common share (in thousands, except for per share amounts):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Loss from continuing operations, net of income taxes	$	(22,442	)	$	(605	)	$	(38,229	)	$	(6,921	)
(Loss) income from discontinued operations, net of income taxes	(11,645		)	(10,931		)	(12,866		)	64,448
Net (loss) income	$	(34,087	)	$	(11,536	)	$	(51,095	)	$	57,527

Denominator - Basic:
Weighted average number of common shares outstanding	67,912			56,640			63,368			56,019

Basic loss from continuing operations	$	(0.35	)	$	(0.01	)	$	(0.61	)	$	(0.12	)
Basic (loss) income from discontinued operations	(0.18		)	(0.19		)	(0.20		)	1.15
Basic (loss) income	$	(0.53	)	$	(0.20	)	$	(0.81	)	$	1.03

Denominator - Diluted:
Weighted average number of common shares outstanding	67,912			56,640			63,368			56,019
Common share equivalents of outstanding stock options and restricted awards	—			—			—			—
Total diluted shares outstanding	67,912			56,640			63,368			56,019

Diluted loss from continuing operations	$	(0.35	)	$	(0.01	)	$	(0.61	)	$	(0.12	)
Diluted (loss) income from discontinued operations	(0.18		)	(0.19		)	(0.20		)	1.15
Diluted (loss) income	$	(0.53	)	$	(0.20	)	$	(0.81	)	$	1.03

Accounting Standards Codification ("ASC") Topic 260, Earnings Per Share, requires that income from continuing operations be used as the basis of determining whether the inclusion of common stock equivalents would be anti-dilutive. Accordingly, the computation of diluted shares for the three months and nine months ended September 30, 2013 and 2012 excludes the effect of the Company's 3.2 million common stock purchase warrants with an exercise price of $10 issued in connection with the acquisition of Critical Homecare Solutions Holdings, Inc. ("CHS") in 2010 as their inclusion would be anti-dilutive to earnings per common share from continuing operations. In addition to the warrants, the computation of diluted shares for the three months and nine months ended September 30, 2013 and 2012 excludes the effect of 6.3 million and 5.4 million shares, respectively, of other common stock equivalents as their inclusion would be anti-dilutive to earnings per common share from continuing operations.

STOCKHOLDERS' EQUITY	9 Months Ended
STOCKHOLDERS' EQUITY	Sep. 30, 2013
Stock Offering [Abstract]
Stockholders' Equity	STOCKHOLDERS' EQUITY Stock Offering The Company filed a shelf registration statement on Form S-3 on March 18, 2013 and related amendment on April 2, 2013, which was declared effective on April 4, 2013. On April 24, 2013, the Company completed an underwritten primary public offering of 10,406,250 shares of its common stock at an offering price to the public of 12.00 per share. In addition, 3,968,750 shares of common stock were offered and sold by certain existing stockholders in an underwritten secondary offering completed on the same date and at the same offering price to the public. Net proceeds to the Company were $118.6 million after underwriting discounts, commissions and other offering expenses. The Company did not receive any proceeds from the sale of shares of common stock by the selling stockholders. The Company used $21.0 million and approximately $61.1 million of the net proceeds to (i) repay outstanding borrowings under the revolving credit facility and (ii) fund a portion of the CarePoint Closing Consideration as described in Note 4 below, respectively. The Company used the remaining net proceeds from the offering for general corporate purposes, which included, among other things, investments, capital expenditures, repurchases of outstanding debt or equity securities, debt servicing requirements or redemption of our short-term or long-term borrowings, or for other working capital requirements.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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-URI http://asc.fasb.org/extlink&oid=6521494

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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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+ Details

ACQUISITIONS

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

CarePoint Partners Holdings LLC

On June 16, 2013, the Company entered into an Asset Purchase Agreement (the “CarePoint Purchase Agreement”) to acquire substantially all of the assets and assume certain liabilities that constitute the home infusion business (the “CarePoint Business”)of CarePoint Partners Holdings LLC, a Delaware limited liability company ("CarePoint") and CarePoint's subsidiaries (collectively, together with CarePoint, the “Sellers”) for an aggregate purchase price of $223.0 million in cash, subject to certain adjustments (the "CarePoint Business Purchase Price"). On August 23, 2013 (the “Closing Date”), the Company completed the acquisition of the CarePoint Business pursuant to the CarePoint Purchase Agreement (the “Closing”). The total consideration paid to the Sellers at Closing was $211.1 million paid in cash (the "Closing Consideration). The Company funded the Closing Consideration with a combination of cash on hand and $150.0 million in borrowings under the Senior Credit Facilities (as defined in Note 9 below). At Closing, the Company withheld $10.0 million (the "Holdback Payment") of the CarePoint Business Purchase Price pursuant to the CarePoint Purchase Agreement. The Sellers will be eligible to receive the Holdback Payment after the first anniversary of the Closing Date if the CarePoint Business achieves a specified level of product gross profit during the one-year period following the Closing Date. CarePoint was a provider of home and alternate-site infusion therapy for patients with complex, acute and chronic illnesses. Headquartered in Cincinnati, Ohio, CarePoint serviced approximately 20,500 patients annually and had 28 sites of service in nine states in the East Coast and Gulf Coast regions prior to the Company's acquisition of the CarePoint Business.

The table below summarizes the Company's preliminary assessment of the estimated fair values of the assets acquired and liabilities assumed as of the Closing Date of the acquisition of the CarePoint Business. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the Closing Date may result in retrospective adjustments to the provisional amounts recognized at the Closing Date. These changes could be significant. The Company will finalize these amounts no later than one year from the acquisition date.



	Estimated Fair Value (in thousands)
Accounts receivable	$	19,314
Inventories	3,184
Other current assets	1,190
Property and equipment	3,266
Identifiable intangible assets^(a)	16,700
Current liabilities	(8,022		)
Non-current liabilities	(2,352		)
Total identifiable net assets	33,280
Goodwill	187,584
Total cash and fair value of contingent consideration	$	220,864



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives	Amounts Recognized as of the Closing Date (in thousands)
Customer relationships	2 - 4 years	$	13,600
Trademarks	2 years	2,600
Non-compete agreements	5 years	500
Total identifiable intangible assets acquired		$	16,700

The CarePoint transaction was structured such that the amount allocated to goodwill will be deductible for income tax purposes.

At September 30, 2013, there is a liability of $9.8 million recorded for the contingent increase in the CarePoint Business Purchase Price. The fair value of the liability for contingent consideration was determined on the basis of the present value of various payout scenarios which were weighted on the basis of probability. This contingent liability is recorded in other non-current liabilities in the accompanying Unaudited Consolidated Balance Sheets.

Revenues and income from continuing operations of CarePoint included in the accompanying Unaudited Consolidated Statements of Operations from the Closing Date through September 30, 2013 are $9.0 million and $1.7 million, respectively. The loss from continuing operations for the three months and nine months ended September 30, 2013, include $0.2 million of acquisition-related costs related to CarePoint and are included in the acquisition and integration expenses line of the Unaudited Consolidated Statements of Operations.

HomeChoice Partners, Inc.

On February 1, 2013, the Company acquired 100% of the ownership interest in HomeChoice Partners, Inc., a Delaware corporation ("HomeChoice"). The cash purchase price was $72.9 million at closing (the "HomeChoice Purchase Price"). The HomeChoice Purchase Price may be increased in an amount of up to $20 million if HomeChoice reaches certain performance milestones in the two years following the closing. The Company funded the acquisition with a combination of cash and its revolving credit facility. HomeChoice is a provider of alternate-site infusion pharmacy services. Prior to the Company's acquisition of HomeChoice, it serviced approximately 15,000 patients annually and had 14 infusion pharmacy locations in Pennsylvania, Washington, DC, Maryland, Virginia, North Carolina, South Carolina, Georgia, Missouri, and Alabama.

The table below summarizes the Company's current assessment of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date of HomeChoice. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the HomeChoice acquisition date may result in retrospective adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the HomeChoice acquisition date.



	Estimated Fair Value (in thousands)
Accounts receivable	$	10,046
Inventories	1,984
Other current assets	154
Property and equipment	2,432
Identifiable intangible assets^(a)	4,000
Other non-current assets	30
Current liabilities	(4,690		)
Total identifiable net assets	13,956
Goodwill	66,965
Total cash and fair value of contingent consideration	$	80,921



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5 mo. - 3 years	$	2,000
Trademarks	23 months	1,000
Non-compete agreements	1 year	1,000
Total identifiable intangible assets acquired		$	4,000

The HomeChoice transaction was structured such that the amount allocated to goodwill will be deductible for income tax purposes.

At September 30, 2013, there is a liability of $8.0 million recorded for the contingent increase in the HomeChoice Purchase Price. The fair value of the liability for contingent consideration was determined on the basis of the present value of various payout scenarios which were weighted on the basis of probability. Because the additional consideration may be earned over a two year period, $4.0 million is recorded in accrued expenses and other current liabilities and $4.0 million is recorded in other non-current liabilities in the accompanying Unaudited Consolidated Balance Sheets.

Revenues and income from continuing operations of HomeChoice included in the accompanying Unaudited Consolidated Statements of Operations for the three months ended September 30, 2013, are $19.4 million and $1.1 million, respectively. The results of operations included in the accompanying Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2013, include revenues and income from continuing operations related to HomeChoice of $46.1 million and $0.2 million, respectively, for the period from the HomeChoice acquisition to September 30, 2013. The income from continuing operations for the three months and nine months ended September 30, 2013, include $0.7 million and $2.3 million of acquisition-related costs related to HomeChoice and are included in the acquisition and integration expenses line of the Unaudited Consolidated Statements of Operations.

InfuScience, Inc.

On July 31, 2012, the Company acquired 100% of InfuScience, Inc. (“InfuScience”) for a cash payment of $38.3 million. To date, the Company has made additional cash payments of $1.4 million based on the achievement of expected operating results. The purchase price could increase to a total of $41.3 million based on the results of operations during the 24 month period through July 31, 2014. InfuScience historically acquired, developed and operated businesses providing alternate site infusion pharmacy services through five infusion centers located in Eagan, Minnesota; Omaha, Nebraska; Chantilly, Virginia; Charleston, South Carolina; and Savannah, Georgia.

The table below summarizes the Company's assessment of the fair values of the assets acquired and liabilities assumed as of the acquisition date of InfuScience.



	Fair Value (in thousands)
Cash	$	23
Accounts receivable	4,938
Inventories	586
Other current assets	371
Property and equipment	751
Identifiable intangible assets^(a)	400
Other non-current assets	349
Current liabilities	(4,428		)
Total identifiable net assets	2,990
Goodwill	38,429
Total cash and fair value of contingent consideration	$	41,419

______________________



(a)	The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives (Months)	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5	400
Total identifiable intangible assets acquired		$	400

At September 30, 2013, there is a liability of $1.1 million recorded for the contingent increase in purchase price. The fair value of the liability for contingent consideration was determined on the present value and probability of payout and is included in accrued expenses and other current liabilities in the accompanying Unaudited Consolidated Balance Sheets.

Revenues and loss from continuing operations included in the accompanying Unaudited Consolidated Statements of Operations for the three months ended September 30, 2013, include revenues of $11.3 million, and income from operations of $1.4 million related to the operations of InfuScience. Revenues and loss from continuing operations for the nine months ended September 30, 2013, include revenues of $34.4 million and income from operations of $3.9 million related to InfuScience. Revenues and loss from operations included in the accompanying Unaudited Consolidated Statements of Operations for the two month period from acquisition to September 30, 2012 are $6.6 million and $17 thousand, respectively. The income from operations for the nine months ended September 30, 2013, includes $0.1 million of costs related to the InfuScience acquisition and are included in acquisition and integration expenses in the Unaudited Consolidated Statements of Operations. Acquisition and integration expenses related to InfuScience during the three months ended September 30, 2013 were not significant. Acquisition and integration expenses related to InfuScience during the three months ended September 30, 2012 were $0.6 million.

Pro Forma Impact of Acquisitions

The following shows summarized unaudited pro forma consolidated results of operations for the three months and nine months ended September 30, 2013 and 2012 as if the CarePoint, HomeChoice and InfuScience acquisitions had occurred as of January 1, 2012 (in thousands except per share data):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues	$	232,565		$	226,485		$	706,053		$	657,345
Loss from continuing operations, net of income taxes	$	(24,991	)	$	(3,524	)	$	(44,390	)	$	(19,035	)
Basic loss per share from continuing operations	$	(0.37	)	$	(0.06	)	$	(0.70	)	$	(0.34	)
Diluted loss per share from continuing operations	$	(0.37	)	$	(0.06	)	$	(0.70	)	$	(0.34	)

The unaudited pro forma consolidated results of operations were prepared using the acquisition method of accounting and are based on the historical financial information of the Company, CarePoint, HomeChoice and InfuScience. Except to the extent realized in the three months and nine months ended September 30, 2013, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of these acquisitions, or the expenses to be incurred to achieve these savings, operating synergies and other benefits. In addition, except to the extent recognized in the three months and nine months ended September 30, 2013, the unaudited pro forma information does not reflect the costs to integrate the operations of the Company with CarePoint, HomeChoice and InfuScience.

The unaudited pro forma information is not necessarily indicative of what the Company's consolidated results of operations actually would have been had the CarePoint, HomeChoice and InfuScience acquisitions been completed on January 1, 2012. In addition, the unaudited pro forma information does not purport to project the future results of operations of the Company. The unaudited pro forma information primarily reflects the following adjustments to the historical results of the acquired entities prior to acquisition (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Interest expense	$	(974	)	$	(2,096	)	$	(3,734	)	$	(6,595	)
Amortization expense	$	(754	)	$	679		$	(1,508	)	$	(888	)
Income tax benefit (expense)	$	(622	)	$	(1,208	)	$	(2,785	)	$	(1,559	)

Expenses incurred to integrate acquisitions are recorded in the acquisition and integration expenses line of the Unaudited Consolidated Statements of Operations. These costs include legal and financial advisory fees associated with acquisitions and integration costs to convert to common policies, procedures, and information systems.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

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+ Details

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2013

DISCONTINUED OPERATIONS [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

On February 1, 2012, the Company entered into a Community Pharmacy and Mail Business Purchase Agreement (the “2012 Asset Purchase Agreement”) by and among Walgreen Co. and certain subsidiaries (collectively, the "Buyers") and the Company and certain subsidiaries (collectively, the "Sellers") with respect to the sale of certain assets, rights and properties (the “Pharmacy Services Asset Sale”) relating to the Sellers' traditional and specialty pharmacy mail operations and community retail pharmacy stores.

Pursuant to the terms of the 2012 Asset Purchase Agreement, the Company received a total purchase price of approximately $173.8 million during 2012, including approximately $158.8 million at closing on May 4, 2012 (which included monies received for the inventories on hand attributable to the operations subject to the Pharmacy Services Asset Sale), and a subsequent purchase price payment of $15.0 million based on events related directly or indirectly to the Buyers' retention of certain business after the closing. Similarly, the Company may have been required to refund to the Buyers up to approximately $6.4 million of cash received under certain circumstances during the 14 months period following the closing. During the three months ended September 30, 2013, the contingency was resolved with no refund due to the Buyers and the Company included the amount of this liability in the gain on sale. The $173.8 million purchase price excluded all accounts receivable and working capital liabilities relating to the operations subject to the Pharmacy Services Asset Sale, which were retained by the Company. No amounts related to the net accounts receivable retained by the Company remain at September 30, 2013.

As a result of the Pharmacy Services Asset Sale, the Company recognized a total pretax gain of $108.1 million including $101.6 million, net of transaction costs and other one-time charges as a result of the transaction in the year ended December 31, 2012 and $6.5 million during the three months ended September 30, 2013.

In addition, the Company and its subsidiaries and certain subsidiaries of the Buyers entered into an agreement concurrently with the Asset Purchase Agreement which provided that the Company ceased to be the sole fulfillment pharmacy for customers who came through the drugstore.com website. The agreement provided for a cash payment of $3.0 million to the Company and the payment of $2.9 million to the Buyers related to contingent consideration from the Company's 2010 acquisition of the prescription pharmacy business of DS Pharmacy, both of which occurred during the three months ended March 31, 2012.

The transaction included the sale of 27 community pharmacy locations, and certain assets of three community pharmacy locations, and three traditional and specialty mail service operations, which constituted all of the Company's operations in the community pharmacy and mail order lines of business. Two mail order locations that were not transferred as part of the Pharmacy Services Asset Sale were redeployed to provide infusion pharmacy services. On May 4, 2012, the carrying value of the assets included in the Pharmacy Services Asset Sale were as follows (in thousands):



Inventory	$	30,560
Prepaid expenses and other current assets	299
Total current assets	30,859
Property and equipment, net	1,592
Goodwill	11,754
Intangible assets, net	2,503
Total assets	$	46,708

As of September 30, 2013 and December 31, 2012, there were accruals of $15.5 million and $0.1 million, respectively, related to these costs in accrued expenses and other current liabilities and other non-current liabilities on the Unaudited Consolidated Balance Sheets. The accrual activity consisted of the following (in thousands):



	Accrued Estimated Potential Loss (see Note 10)		Employee Severance and Other Benefits			Other Costs			Total
Balance at December 31, 2012	$	—	$	45		$	89		$	134
Expenses	15,000		93			1,995			17,088
Cash payments	—		(9		)	(1,679		)	(1,688		)
Non-cash charges and adjustments	—		(36		)	(43		)	(79		)
Balance at September 30, 2013	$	15,000	$	93		$	362		$	15,455

The operating results of the traditional and specialty pharmacy mail operations and community pharmacies for the three months and nine months ended September 30, 2013 and 2012, are summarized below. These results include the gain on sale resulting from the favorable resolution of the contingent refund, the accrued estimated potential loss as discussed in Note 10 below, the collection of remaining accounts receivable and costs of sunsetting related systems. Interest expense was not significant for the three months and nine months ended September 30, 2013 and interest expense was $0.0 million and $0.9 million for the three months and nine months ended December 31, 2012. Interest expense has been allocated to discontinued operations on the basis of the borrowing base that was reduced as a result of the Pharmacy Services Asset Sale and the working capital associated with the business that was disposed. No income tax expense was allocated to discontinued operations for the three months and nine months ended September 30, 2013. Income tax expense of $2.1 million and $7.2 million was allocated to discontinued operations for the three months and nine months ended September 30, 2012. Depreciation expense was no longer incurred on fixed assets included in the disposal group as of February 1, 2012, the date the Company entered into the Asset Purchase Agreement.



Discontinued Operations Results
(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	(3	)	$	289		$	(58	)	$	466,829
Gross profit	$	580		$	315		$	503		$	30,353
Gain on sale, before income taxes	$	6,550		$	—		$	6,550		$	100,012
Accrued estimated potential loss (see Note 10)	$	(15,000	)	$	—		$	(15,000	)	$	—
Impairment costs, employee severance and other benefit-related costs and other one-time charges	$	—		$	(13,032	)	$	—		$	(13,032	)
Income (loss) from discontinued operations, net of income taxes	$	(11,645	)	$	(10,931	)	$	(12,866	)	$	64,448

The gain on sale before income taxes in the 2013 periods includes $6.4 million related to the resolution of the contingent refund without any additional funds due to the Buyers.

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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+ Details

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

Goodwill consisted of the following as of September 30, 2013 and December 31, 2012 (in thousands):



	September 30, 2013		December 31, 2012
Infusion	$	559,135	$	304,282
Home Health Services	33,784		33,784
PBM Services	12,744		12,744
Total	$	605,663	$	350,810

In accordance with ASC 350, Intangibles--Goodwill and Other, the Company evaluates goodwill for impairment on an annual basis and whenever events or circumstances exist that indicate that the carrying value of goodwill may no longer be recoverable. The impairment evaluation is based on a two-step process. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the first step indicates that the fair value of the reporting unit is less than its carrying amount, the second step must be performed which determines the implied fair value of reporting unit goodwill. The measurement of possible impairment is based upon the comparison of the implied fair value of reporting unit to its carrying value.

The Company will evaluate goodwill for possible impairment during the quarter ending December 31, 2013.

Intangible assets consisted of the following as of September 30, 2013 and December 31, 2012 (in thousands):



		September 30, 2013
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite Lived Assets
Certificates of need	indefinite	$	9,600	$	—		$	9,600
Nursing trademarks	indefinite	5,800		—			5,800
		15,400		—			15,400
Definite Lived Assets
Infusion customer relationships	5 months - 4 years	25,650		(10,923		)	14,727
Infusion trademarks	23 months - 3 years	6,200		(3,058		)	3,142
Non-compete agreements	1 to 5 years	1,500		(675		)	825
		33,350		(14,656		)	18,694
		$	48,750	$	(14,656	)	$	34,094



		December 31, 2012
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite Lived Assets
Certificates of need	indefinite	$	9,600	$	—		$	9,600
Nursing trademarks	indefinite	5,800		—			5,800
		15,400		—			15,400
Definite Lived Assets
Infusion customer relationships	6 months - 3 years	9,300		(7,447		)	1,853
Infusion trademarks	3 years	2,600		(2,407		)	193
		11,900		(9,854		)	2,046
		$	27,300	$	(9,854	)	$	17,446

The estimated fair value of intangible assets was calculated using level 3 inputs based upon the present value of anticipated future benefits. Total amortization of intangible assets was $1.0 million and $1.1 million for the three months ended September 30, 2013 and 2012, respectively, and $4.8 million and $2.8 million for the nine months ended September 30, 2013 and 2012. Amortization expense is expected to be the following (in thousands):



2013 (three months)	$	1,622
2014	5,571
2015	4,966
2016	2,735
2017 and beyond	3,800
Total	$	18,694

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

RESTRUCTURING AND OTHER EXPENSES

9 Months Ended

Sep. 30, 2013

Restructuring and Related Activities [Abstract]

Restructuring and Other Expenses

RESTRUCTURING AND OTHER EXPENSES

Restructuring and other expenses include expenses resulting from the execution of our strategic assessment and related restructuring plans, consisting primarily of employee severance and other benefit-related costs, third-party consulting costs, facility-related costs, and certain other costs. It also includes other transitional costs such as training, redundant salaries, and retention bonuses for certain critical personnel.

In the fourth quarter of 2010, the Company commenced a strategic assessment of its business and operations ("Restructuring Phase I"). This assessment focused on expanding revenue opportunities and lowering corporate overhead, including workforce and benefit reductions and facility rationalization. In addition to addressing corporate overhead, the strategic assessment examined the Company's market strengths and opportunities and compared the Company's position to that of its competitors. As a result of the assessment, the Company focused its growth on investments in the Infusion and Home Health Services segments and elected to pursue offers for its traditional and specialty pharmacy mail operations and community pharmacy stores. Accordingly, the Company consummated the Pharmacy Services Asset Sale relating to its traditional and specialty pharmacy mail operations and community retail pharmacy stores. During the three months ended June 30, 2012, as a result of the divestiture process, the Company's management team commenced an assessment of the Company's continuing operations in order to align its corporate structure with its remaining operations ("Restructuring Phase II").

The Company anticipates that additional restructuring will occur and thus significant additional charges such as the write down of certain long−lived assets, employee severance, other restructuring type charges, temporary redundant expenses, potential cash bonus payments and potential accelerated payments or termination costs for certain of its contractual obligations, could impact the Company's future Consolidated Financial Statements.

Restructuring Phase I

As a result of Restructuring Phase I, the Company incurred restructuring expenses of approximately $0.3 million related to third-party consulting expenses during the nine months ended September 30, 2012. The Company did not incur any significant restructuring expenses related to Phase I during the nine months ended September 30, 2013, though some amounts previously accrued were adjusted.

Since inception of Restructuring Phase I, the Company has incurred approximately $10.0 million in total Phase I expenses, consisting of $4.3 million of third-party consulting costs, $4.1 million of employee severance and other benefit-related costs related to workforce reductions, and $1.6 million of facility-related costs.

The restructuring costs are included in restructuring and other expenses in the Unaudited Consolidated Statements of Operations and as part of the calculation of Segment Adjusted EBITDA, as defined in Note 11. As of September 30, 2013, there are restructuring accruals of $0.6 million related to Phase I included in accrued expenses and other current liabilities and other non-current liabilities on the Unaudited Consolidated Balance Sheets. The restructuring accrual activity consisted of the following (in thousands):



	Employee Severance and Other Benefits			Consulting Costs			Facility-Related Costs			Total
Balance at December 31, 2012	$	163		$	20		$	841		$	1,024
Expenses	(163		)	(20		)	59			(124		)
Cash payments	—			—			(296		)	(296		)
Balance at September 30, 2013	$	—		$	—		$	604		$	604

Restructuring Phase II

As a result of Restructuring Phase II, the Company incurred restructuring expenses of approximately $0.4 million and $0.6 million during the three months and nine months ended September 30, 2012. During the three months and nine months ended September 30, 2013, the Company incurred restructuring expenses of $47 thousand and $838 thousand, respectively. Restructuring expenses for the nine months ended September 30, 2013 included approximately $0.5 million of employee severance and other benefit-related costs related to workforce reductions and $0.3 million in other costs.

Since inception of Phase II of restructuring, the Company has incurred approximately $2.6 million in total expenses, consisting of $1.6 million of employee severance and other benefit-related costs related to workforce reductions, $0.3 million in third party consulting costs and $0.7 million of other costs.

The restructuring costs are included in restructuring and other expenses on the Unaudited Consolidated Statements of Operations and as part of the calculation of Segment Adjusted EBITDA, as defined in Note 11. As of September 30, 2013, there are restructuring accruals of $0.3 million related to Phase II included in accrued expenses and other current liabilities and other non-current liabilities on the Unaudited Consolidated Balance Sheets. The restructuring accrual activity consisted of the following (in thousands):



	Employee Severance and Other Benefits			Consulting Costs			Other Costs			Total
Balance at December 31, 2012	$	559		$	145		$	—		$	704
Expenses	513			10			315			838
Cash payments	(818		)	(145		)	(315		)	(1,278		)
Balance at September 30, 2013	$	254		$	10		$	—		$	264

Other expenses include training and transitional costs, redundant salaries, certain fees associated with the Pharmacy Services Asset Sale and the Company's equity in the net loss of its unconsolidated affiliate. Other expenses totaled $0.7 million and $1.9 million for the three months ended September 30, 2013 and 2012 and $2.8 million and $2.8 million for the nine months ended September 30, 2013 and 2012, respectively.

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):



	September 30, 2013			December 31, 2012
Computer and office equipment, including equipment acquired under capital leases	$	18,858		$	14,443
Software capitalized for internal use	11,255			9,939
Vehicles, including equipment acquired under capital leases	2,032			1,540
Medical equipment	22,352			16,466
Work in progress	11,623			4,315
Furniture and fixtures	4,255			3,219
Leasehold improvements	11,503			7,164
	81,878			57,086
Less: Accumulated depreciation	(40,828		)	(33,365		)
Property and equipment, net	$	41,050		$	23,721

The Company had an insignificant amount of vehicles under capital lease as of September 30, 2013 and December 31, 2012.

Depreciation Expense

Depreciation expense, including expense related to assets under capital lease, was $3.3 million and $2.1 million for the three months ended September 30, 2013 and 2012, and $8.3 million and $6.1 million for the nine months ended September 30, 2013 and 2012, respectively. Depreciation expense includes costs related to software capitalized for internal use of $0.4 million and $0.4 million for the three months ended September 30, 2013 and 2012, and $1.0 million and $1.0 million for the nine months ended September 30, 2013 and 2012, respectively.

DEBT

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Debt

DEBT

As of September 30, 2013 and December 31, 2012, the Company’s long-term debt consisted of the following obligations (in thousands):



	September 30, 2013		December 31, 2012
Senior secured revolving credit facility	$	15,037	$	—
Senior secured term loan B facilities	400,000		—
Prior revolving credit facility	—		—
10¼% senior unsecured notes	—		225,000
Capital leases	570		1,379
	415,607		226,379
Less: obligations maturing within one year	35,275		953
Long term debt, net of current portion	$	380,332	$	225,426

Senior Secured First Lien Credit Agreement

On July 31, 2013, the Company entered into (i) a senior secured first-lien revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving Credit Facility”), (ii) a senior secured first-lien term loan B in an aggregate principal amount of $250.0 million (the “Term Loan B Facility”) and (iii) a senior secured first-lien delayed draw term loan B in an aggregate principal amount of $150.0 million (the “Delayed Draw Term Loan Facility” and, together with the Revolving Credit Facility and the Term Loan B Facility, the “Senior Credit Facilities”) with SunTrust Bank, Jefferies Finance LLC and Morgan Stanley Senior Funding, Inc.

Advances under the Senior Credit Facilities bear interest at a floating rate or rates equal to the Eurodollar rate plus 5.25% or the base rate plus 4.25% specified in the Senior Credit Facilities. As of September 30, 2013, the interest rate is approximately 6.5%. The interest rates may vary in the future depending on the Company's consolidated net leverage ratio.

The Revolving Credit Facility matures on July 31, 2018 at which time all principal amounts outstanding are due and payable. The Term Loan B Facility and the Delayed Draw Term Loan Facility each mature on July 31, 2020 and require equal consecutive quarterly repayments of 1.25% of the original principal amount funded commencing on December 31, 2013. Once repaid, amounts under Term Loan B Facility and the Delayed Draw Term Loan Facility may not be reborrowed. The Senior Credit Facilities are secured by substantially all of the Company's and its subsidiaries' assets.

The Senior Credit Facilities contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross-defaults to material indebtedness and events constituting a change of control. The occurrence of certain events of default may increase the applicable rate of interest by 2% and could result in the acceleration of the Company's obligations under the Senior Credit Facilities to pay the full amount of the obligations. If the Company draws down in excess of 25% of the available borrowing capacity under the Revolving Credit Facility, the net leverage covenants under the Revolving Credit Facility will become applicable such that the Company’s consolidated net leverage ratio will not be permitted to exceed certain thresholds until maturity of the Revolving Credit Facility. The required maximum consolidated net leverage ratio thresholds for the Revolving Credit Facility are defined for each measurement quarter. The Term Loan B Facility and Delayed Draw Term Loan Facility are not subject to any financial covenants.

In order to permit the Company to pay the full accrued estimated potential loss amount of $15.0 million described in Note 10 below, which payment is contingent upon realizing an actual loss, the Company would need to comply with the provisions of the Revolving Credit Facility and Term Loan B Facility that require the Company to obtain lender consent for certain corporate actions, including exceeding certain event of default thresholds contained under the Revolving Credit Facility. The Company cannot assure that it would be able to obtain the required consents.

The proceeds of the Term Loan B Facility were used to refinance certain existing indebtedness of the Company, including the payment of the purchase price for the 10 1/4% senior unsecured notes (the "Senior Notes") tendered and accepted for purchase in the Offer (defined below) and the payment of the redemption price for the Senior Notes that remained outstanding after completion of the Offer. The Delayed Draw Term Loan Facility and the Revolving Credit Facility were used to fund a portion of the CarePoint Business Purchase Price and may be used for other general corporate purposes of the Company, including acquisitions, investments, capital expenditures and working capital needs.

Prior Revolving Credit Facility

On July 3, 2012, the Company entered into a Third Amendment to the Second Amended and Restated Credit Agreement, by and among the Company, as borrower, all of its subsidiaries as guarantors thereto, the lenders, Healthcare Finance Group, LLC, an administrative agent, and the other parties thereto. On July 31, 2013, the Company entered into its new Senior Credit Facilities and terminated this agreement. At the date of termination, no amounts were outstanding under this agreement.

10 1/4% Senior Unsecured Notes

On June 3, 2013, the Company commenced an Offer to Purchase and Consent Solicitation (the "Offer") to the holders of the Company's outstanding 10 1/4% senior unsecured notes due 2015 (the "Senior Notes") to purchase any and all of the Senior Notes at $1,056.25 cash for each $1,000.00 of principal plus accrued but unpaid interest to the date of purchase.

On July 31, 2013, the Company received and accepted for purchase approximately 56.1% of the aggregate principal amount of its outstanding Senior Notes that were validly tendered by the Offer's expiration date of July 30, 2013. The $133.3 million aggregate repurchase price plus accrued but unpaid interest of $4.3 million, of the Senior Notes tendered in connection with the Offer was paid from proceeds received under the Term Loan B Facility.

In connection with the Offer, the Company solicited and received sufficient consents from the holders of the Senior Notes to amend certain provisions of the indenture governing the Notes (the "Indenture") that would eliminate substantially all of the restrictive covenants, certain events of default and other provisions included in the Indenture. On July 31, 2013, the Company entered into a supplemental indenture with the trustee for the Senior Notes, giving effect to the proposed amendments to the Indenture and eliminating substantially all of the restrictive covenants and certain default provisions contained in the Indenture.

On July 31, 2013, the Company satisfied and discharged its obligations under the Indenture by depositing with the trustee approximately $107.8 million (the “Discharge Amount”) from proceeds received under the Term Loan B Facility. From the Discharge Amount, the trustee paid all remaining outstanding Senior Notes on August 19, 2013 at a redemption price equal to $1,051.25 cash for each $1,000.00 of the principal amount plus accrued and unpaid interest as of such date. The Company instructed the trustee to hold the Discharge Amount as trust moneys pursuant to the Indenture and to pay all outstanding Senior Notes at the Redemption Price on the Redemption Date.

As a result of the above repurchase and redemption, all outstanding principal and interest amounts under the Senior Notes were fully satisfied. The accompanying Unaudited Consolidated Statements of Operations include a loss on extinguishment of debt as follows (in thousands):



Senior Note redemption premium	$	12,162
Write-off of deferred financing costs	3,501
Legal fees and other expenses	235
Loss on extinguishment of debt	$	15,898

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

United States Attorney's Office for the Southern District of New York and New York State Attorney General investigation

Pursuant to a civil investigative demand issued by the United States Attorney’s Office for the Southern District of New York (the “SDNY”) and a subpoena from the New York State Attorney General’s Medicaid Fraud Control Unit, the Company has cooperated by producing documents and information regarding certain operations of the Company’s legacy specialty pharmacy division that was divested in May 2012 (the “Legacy Division”), as previously disclosed in the Company’s first Current Report on Form 8-K filed on September 23, 2013.

On September 11, 2013, the Company was advised by the government that it plans to engage in discussions with the Company regarding its investigation. The investigation is civil in nature. The Company has accrued an estimate of a potential loss of $15.0 million in connection with this investigation, which represents the Company’s estimate at this time. The actual total outcome is uncertain, and the Company believes it is reasonably possible that an additional loss may result in excess of the amount accrued. Therefore, the Company cannot predict or determine the timing or outcome of this investigation, or the impact it may have, if any, on the Company’s financial condition, results of operations or cash flows.

Securities Class Action Litigation in the SDNY

On September 30, 2013, a putative securities class action lawsuit was filed against the Company, Richard M. Smith, the Company’s President and Chief Executive Officer, Hai V. Tran, the Company’s Chief Financial Officer, Mary Jane Graves, the Company’s interim Chief Financial Officer prior to Mr. Tran, and Patricia Bogusz, the Company’s Vice President of Finance, on behalf of the putative class of purchasers of the Company’s securities between August 8, 2011 and September 20, 2013, inclusive. The complaint is captioned Timothy Faig, Individually and on Behalf of All Other Persons Similarly Situated, v. BioScrip, Inc., Richard M. Smith, Hai V. Tran, Mary Jane Graves, and Patricia Bogusz, and was filed in the United States District Court for the SDNY.

The lawsuit seeks damages and other relief for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The allegations relate to certain alleged materially false and misleading statements and/or omissions in public disclosures by the Company regarding certain operations of the Legacy Division.

The Company and its officers deny any allegations of wrongdoing in this lawsuit. The Company and its officers believe all of the claims in this lawsuit are without merit and intend to vigorously defend against these claims. However, there is no assurance that the Company will be successful in its defense or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Additional similar lawsuits may be filed. Moreover, the Company is unable to predict the outcome or reasonably estimate a range of possible loss at this time.

Lawsuit in the Supreme Court of the State of New York

On June 30, 2009, Professional Home Care Services, Inc., or PHCS, one of the subsidiaries the Company acquired through its acquisition of CHS, was sued by Alexander Infusion, LLC, a New York-based home infusion company, in the Supreme Court of the State of New York. The complaint alleges principally breach of contract arising in connection with PHCS's failure to consummate an acquisition of Alexander Infusion after failing to satisfy the conditions to PHCS's obligation to close. Alexander Infusion has sued for $3.5 million in damages. The Company believes Alexander Infusion's claims to be without merit and intends to continue to defend against the allegations vigorously. Furthermore, under the merger agreement, subject to certain limits, the former CHS stockholders agreed to indemnify the Company in connection with any losses arising from claims made in respect of the acquisition agreement entered into between PHCS and Alexander Infusion.

Government Regulation

Various Federal and state laws and regulations affecting the healthcare industry do or may impact the Company's current and planned operations, including, without limitation, Federal and state laws prohibiting kickbacks in government health programs, Federal and state antitrust and drug distribution laws, and a wide variety of consumer protection, insurance and other state laws and regulations. Management strives to maintain the Company in substantial compliance with all existing laws and regulations material to the operation of its business. However, such laws and regulations are subject to rapid change and often are uncertain in their application. As controversies continue to arise in the healthcare industry , Federal and state regulation and enforcement priorities in this area can be expected to increase, the impact of which cannot be predicted.

From time to time, the Company responds to subpoenas and requests for information from governmental agencies. The Company cannot predict with certainty what the outcome of any of the foregoing might be. While the Company believes it is in substantial compliance will all laws, rules and regulations that affect its business and operations, there can be no assurance that the Company will not be subject to scrutiny or challenge under one or more existing laws or that any such challenge would not be successful. Any such challenge, whether or not successful, could have a material effect upon the Company's Consolidated Financial Statements. A violation of the Federal anti-kickback statute, for example, may result in substantial criminal penalties, as well as suspension or exclusion from the Medicare and Medicaid programs. Moreover, the costs and expenses associated with defending these actions, even where successful, can be significant. Further, there can be no assurance the Company will be able to maintain any of the regulatory approvals that may be required to operate its business, and the failure to do so could have a material effect on the Company's Unaudited Consolidated Financial Statements.

Legal Settlements

In May 2011, the Company was advised of a qui tam lawsuit filed under seal in federal court in Minnesota in 2006 and naming the Company as defendant. The complaint alleged violations of healthcare statutes and regulations by the Company and predecessor companies dating back to 2000. During the year ended December 31, 2012, the Company entered into a final settlement under which the Company paid the states $0.6 million and the federal government $4.4 million resolving all issues alleged in the complaint and the government's investigation in exchange for a release and dismissal of the claims. A related qui tam relator's employment termination claim and her lawyer's statutory legal fee claim were also resolved. During the year ended December 31, 2012, the Company recorded a legal settlement expense of $0.8 million related to the settlement. As of September 30, 2013 there was no remaining liability.

In the second quarter of 2013, the Company paid $2.3 million in connection with a settlement related to merger and acquisition activities. The amount is included in the acquisition and integration expense line on the Unaudited Consolidated Statements of Operations.

Leases

The Company leases its facilities and certain equipment under various operating leases with third parties. The majority of these leases contain escalation clauses that increase base rent payments based upon either the Consumer Price Index or an agreed upon schedule.

In addition, the Company utilizes capital leases agreements with third parties to obtain certain assets such as vehicles. Interest rates on capital leases are both fixed and variable and range from 3% to 7%.

As of September 30, 2013, future minimum lease payments, including interest, under operating and capital leases are as follows (in thousands):



	Operating Leases		Capital Leases		Total
2013 (three months)	$	2,477	$	103	$	2,580
2014	8,883		400		9,283
2015	7,138		310		7,448
2016	5,699		38		5,737
2017	4,675		—		4,675
2018 and thereafter	5,994		—		5,994
Total	$	34,866	$	851	$	35,717

Rent expense for leased facilities and equipment was approximately $2.0 million and $1.7 million for the three months ended September 30, 2013 and 2012, respectively, and $5.6 million and $4.6 million for the nine months ended September 30, 2013 and 2012, respectively.

Purchase Commitments

As of September 30, 2013, the Company had commitments to purchase prescription drugs from drug manufacturers of approximately $12.6 million during the remainder of 2013. These purchase commitments are made at levels expected to be used in the normal course of business.

OPERATING AND REPORTABLE SEGMENTS

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Operating and Reportable Segments

OPERATING AND REPORTABLE SEGMENTS

The Company's operating and reportable segments, “Infusion Services," "Home Health Services” and “PBM Services,” reflect how the Company's chief operating decision maker reviews the Company's results in terms of allocating resources and assessing performance.

The Infusion Services operating and reportable segment provides services consisting of home infusion therapy, respiratory therapy and the provision of durable medical equipment, products and services. Infusion services include the dispensing and administering of infusion-based drugs, which typically require additional nursing and clinical management services, equipment to administer the correct dosage and patient training designed to improve patient outcomes. Home infusion services also include the dispensing of certain self-injectable therapies.

The Home Health Services operating and reportable segment provides services including the provision of skilled nursing services and therapy visits, private duty nursing services, hospice services, rehabilitation services and medical social services to patients primarily in their home.

The PBM Services operating and reportable segment consists of integrated pharmacy benefit management ("PBM") services, which primarily consists of discount card programs. The discount card programs provide a cost effective alternative for individuals who may be uninsured, underinsured or may have restrictive coverage that disallows reimbursement for certain medications. Under these discount programs, individuals who present a discount card at any of the Company's participating network pharmacies receive prescription medications at a discounted price compared to the retail price.

The Company's chief operating decision maker evaluates segment performance and allocates resources based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as income (loss) from continuing operations, net of income taxes adjusted for net interest expense, income tax expense (benefit), depreciation, amortization of intangibles and stock-based compensation expense and prior to the allocation of certain corporate expenses. Segment Adjusted EBITDA excludes acquisition, integration, and transitional expenses; restructuring expense; and other expenses related to the Company's strategic assessment. Segment Adjusted EBITDA also excludes the operating losses of start-up branch locations that the Company has invested in organically rather than through acquisition. Segment Adjusted EBITDA is a measure of earnings that management monitors as an important indicator of operating and financial performance. The accounting policies of the operating and reportable segments are consistent with those described in the Company's summary of significant accounting policies.

Segment Reporting Information

(in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Results of Operations:
Revenue:
Infusion Services - product revenue	$	169,011		$	123,361		$	469,594		$	338,721
Infusion Services - service revenue	5,791			2,575			15,750			7,242
Total Infusion Services revenue	174,802			125,936			485,344			345,963

Home Health Services - service revenue	18,071			17,299			54,240			50,870

PBM Services - service revenue	16,006			27,130			59,099			85,066

Total revenue	$	208,879		$	170,365		$	598,683		$	481,899

Adjusted EBITDA by Segment before corporate overhead:
Infusion Services	$	14,693		$	9,931		$	41,201		$	25,740
Home Health Services	567			1,402			2,547			3,557
PBM Services	4,278			6,905			15,397			19,367
Total Segment Adjusted EBITDA	19,538			18,238			59,145			48,664

Corporate overhead	(7,483		)	(6,625		)	(23,531		)	(19,665		)

Interest expense, net	(7,182		)	(6,497		)	(20,168		)	(19,705		)
Loss on extinguishment of debt	(15,898		)	—			(15,898		)	—
Income tax benefit	587			2,506			31			2,644
Depreciation	(3,269		)	(2,134		)	(8,298		)	(6,115		)
Amortization of intangibles	(1,009		)	(1,087		)	(4,801		)	(2,844		)
Stock-based compensation expense	(1,427		)	(1,687		)	(7,260		)	(4,398		)
Acquisition and integration expenses	(4,890		)	(998		)	(13,025		)	(1,806		)
Restructuring and other expenses and investments	(1,409		)	(2,321		)	(4,424		)	(3,696		)
Loss from continuing operations, net of income taxes	$	(22,442	)	$	(605	)	$	(38,229	)	$	(6,921	)

Supplemental Operating Data
							September 30, 2013			December 31, 2012
Total Assets:
Infusion Services							$	776,878		$	438,623
Home Health Services							63,402			62,403
PBM Services							32,363			36,354
Corporate unallocated, including cash and cash equivalents							53,641			95,813
Assets associated with discontinued operations, not sold							16			9,183
Total							$	926,300		$	642,376

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

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-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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+ Details

CONCENTRATION OF RISK	9 Months Ended
CONCENTRATION OF RISK	Sep. 30, 2013
Risks and Uncertainties [Abstract]
Concentration Risk	CONCENTRATION OF RISK Customer and Credit Risk The Company provides trade credit to its customers in the normal course of business. One payor accounted for approximately 20% and 20% of revenue during the three months ended September 30, 2013 and 2012, and approximately 20% and 18% during the nine months ended September 30, 2013 and 2012, respectively. The majority of the revenue is related to the Infusion Services segment. Therapy Revenue Risk The Company sells products related to the Immune Globulin therapy, which represented 18% and 18% of revenue during the three months ended September 30, 2013 and 2012, and 18% and 20% during the nine months ended September 30, 2013 and 2012, respectively. The revenue is related to the Infusion Services segment.

INCOME TAXES

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure

INCOME TAXES

The Company’s Federal and state income tax expense (benefit) from continuing operations for the three months and nine months ended September 30, 2013 and 2012 is summarized in the following table (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Current
Federal	$	(94	)	$	(2,933	)	$	(613	)	$	(3,082	)
State	(575		)	(38		)	(523		)	(27		)
Total Current	(669		)	(2,971		)	(1,136		)	(3,109		)
Deferred
Federal	278			496			1,170			496
State	(196		)	(31		)	(65		)	(31		)
Total deferred	82			465			1,105			465
Total income tax (benefit)	$	(587	)	$	(2,506	)	$	(31	)	$	(2,644	)

The Company’s reconciliation of the statutory rate from continuing operations to the effective income tax rate for the three months and nine months ended September 30, 2013 and 2012 is summarized as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Tax benefit at statutory rate	$	(8,060	)	$	(1,090	)	$	(13,391	)	$	(3,348	)
State tax benefit, net of Federal taxes	(1,634		)	357			(1,861		)	(7		)
Change in tax contingencies	11			6			(495		)	17
Valuation allowance changes affecting income tax expense	9,601			(2,484		)	15,489			465
Non-deductible transaction costs and other	(37		)	705			227			229
Officers compensation	(468		)	—			—			—
Income tax (benefit)	$	(587	)	$	(2,506	)	$	(31	)	$	(2,644	)

STOCK-BASED COMPENSATION	9 Months Ended
STOCK-BASED COMPENSATION	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	STOCK-BASED COMPENSATION BioScrip Equity Incentive Plans Under the Company's Amended and Restated 2008 Equity Incentive Plan (as amended and restated, the “2008 Plan”), the Company may issue, among other things, incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), stock appreciation rights ("SARs"), restricted stock, performance shares and performance units to employees and directors. While SARS are authorized under the 2008 Plan, they may also be issued outside of the plan. Under the 2008 Plan, 3,580,000 shares were originally reserved for issuance (subject to adjustment for grants made under the Company's 2001 Incentive Stock Plan (the “2001 Plan”) after January 1, 2008, as well as for forfeitures, expirations or awards that under the 2001 Plan otherwise settled in cash after the adoption thereof). Upon the effective date of the 2008 Plan, the Company ceased making grants under the 2001 Plan. The 2008 Plan is administered by the Company's Management Development and Compensation Committee (the “Compensation Committee”), a standing committee of the Board of Directors. On June 10, 2010, the Company's stockholders approved an amendment to the 2008 Plan to increase the number of authorized shares of common stock available for issuance by 3,275,000 shares to 6,855,000 shares. On May 7, 2013, the Company's stockholders approved an amendment to the 2008 Plan to increase by 300,000 shares (from 500,000 to 800,000) the number of shares in the aggregate that may be subject to awards granted to directors. As of September 30, 2013, there were 738,325 shares that remained available for grant under the 2008 Plan. BioScrip/CHS Equity Plan Effective upon closing of the acquisition of CHS, the CHS 2006 Equity Incentive Plan was adopted by the Company and renamed the “BioScrip/CHS 2006 Equity Incentive Plan” (as amended and restated, the “BioScrip/CHS Plan”). There were 13,000,000 shares of CHS common stock originally authorized for issuance under the CHS 2006 Equity Incentive Plan, which were converted into 3,106,315 shares of BioScrip common stock, and adjusted using the exchange ratio defined by the merger agreement. The Board of Directors further amended the BioScrip/CHS Plan to provide for it to have substantially the same terms and provisions as the 2008 Plan. Of the options authorized and outstanding under the BioScrip/CHS Plan on the date of the acquisition, 716,086 options were designated as “rollover” options. These rollover options were issued to the top five executives of CHS at the time of the acquisition, and otherwise remain subject to the terms of the BioScrip/CHS Plan, as amended, and fully vested on the date of conversion. Under the terms of the BioScrip/CHS Plan, any shares of BioScrip common stock subject to rollover options that expire or otherwise terminate before all or any part of the shares subject to such options have been purchased as a result of the exercise of such options shall remain available for issuance under the BioScrip/CHS Plan. The remaining 2,390,229 shares are authorized for issuance under the BioScrip/CHS Plan. These shares may be used for awards under the BioScrip/CHS Plan, provided that awards using such available shares are not made after the date that awards or grants could have been made under the terms of the pre-existing plan, and are only made to individuals who were not employees or directors of BioScrip or an affiliate or subsidiary of BioScrip prior to such acquisition. As of September 30, 2013, there were 932,111 shares that remained available under the BioScrip/CHS Plan. Stock Options The Company recognized compensation expense related to stock options of $1.5 million and $1.1 million during the three months ended September 30, 2013 and 2012, respectively, and $4.8 million and $3.3 million during the nine months ended September 30, 2013 and 2012. Restricted Stock The Company recognized compensation expense related to restricted stock awards of $1.1 million and $0.2 million during the three months ended September 30, 2013 and 2012, respectively, and $2.4 million and $0.3 million during the nine months ended September 30, 2013 and 2012. Stock Appreciation Rights The Company recognized compensation (benefit) expense related to stock appreciation rights awards of $(1.3) million and $0.5 million during the three months ended September 30, 2013 and 2012, respectively, and $0.1 million and $0.8 million during the nine months ended September 30, 2013 and 2012. Employee Stock Purchase Plan On May 7, 2013, the Company's stockholders approved the BioScrip, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP provides all eligible employees, as defined under the ESPP, the opportunity to purchase up to a maximum number of shares of Common Stock of the Company as determined by the Compensation Committee. Participants in the ESPP may acquire the Common Stock at a cost of 85% of the lower of the fair market value on the first or last day of the Plan Year from January 1st through December 31st. The Company has filed a Registration Statement on Form S-8 to register 750,000 shares of Common Stock, par value $0.0001 per share, for issuance under the ESPP. As of September 30, 2013, no shares have been issued and no expense has been incurred under the ESPP.

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted income (loss) per common share (in thousands, except for per share amounts):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Loss from continuing operations, net of income taxes	$	(22,442	)	$	(605	)	$	(38,229	)	$	(6,921	)
(Loss) income from discontinued operations, net of income taxes	(11,645		)	(10,931		)	(12,866		)	64,448
Net (loss) income	$	(34,087	)	$	(11,536	)	$	(51,095	)	$	57,527

Denominator - Basic:
Weighted average number of common shares outstanding	67,912			56,640			63,368			56,019

Basic loss from continuing operations	$	(0.35	)	$	(0.01	)	$	(0.61	)	$	(0.12	)
Basic (loss) income from discontinued operations	(0.18		)	(0.19		)	(0.20		)	1.15
Basic (loss) income	$	(0.53	)	$	(0.20	)	$	(0.81	)	$	1.03

Denominator - Diluted:
Weighted average number of common shares outstanding	67,912			56,640			63,368			56,019
Common share equivalents of outstanding stock options and restricted awards	—			—			—			—
Total diluted shares outstanding	67,912			56,640			63,368			56,019

Diluted loss from continuing operations	$	(0.35	)	$	(0.01	)	$	(0.61	)	$	(0.12	)
Diluted (loss) income from discontinued operations	(0.18		)	(0.19		)	(0.20		)	1.15
Diluted (loss) income	$	(0.53	)	$	(0.20	)	$	(0.81	)	$	1.03

ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2013

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues	$	232,565		$	226,485		$	706,053		$	657,345
Loss from continuing operations, net of income taxes	$	(24,991	)	$	(3,524	)	$	(44,390	)	$	(19,035	)
Basic loss per share from continuing operations	$	(0.37	)	$	(0.06	)	$	(0.70	)	$	(0.34	)
Diluted loss per share from continuing operations	$	(0.37	)	$	(0.06	)	$	(0.70	)	$	(0.34	)

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments

The unaudited pro forma information primarily reflects the following adjustments to the historical results of the acquired entities prior to acquisition (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Interest expense	$	(974	)	$	(2,096	)	$	(3,734	)	$	(6,595	)
Amortization expense	$	(754	)	$	679		$	(1,508	)	$	(888	)
Income tax benefit (expense)	$	(622	)	$	(1,208	)	$	(2,785	)	$	(1,559	)

CarePoint Partners Holding LLC

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition



	Estimated Fair Value (in thousands)
Accounts receivable	$	19,314
Inventories	3,184
Other current assets	1,190
Property and equipment	3,266
Identifiable intangible assets^(a)	16,700
Current liabilities	(8,022		)
Non-current liabilities	(2,352		)
Total identifiable net assets	33,280
Goodwill	187,584
Total cash and fair value of contingent consideration	$	220,864



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives	Amounts Recognized as of the Closing Date (in thousands)
Customer relationships	2 - 4 years	$	13,600
Trademarks	2 years	2,600
Non-compete agreements	5 years	500
Total identifiable intangible assets acquired		$	16,700

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination



	Weighted- Average Useful Lives	Amounts Recognized as of the Closing Date (in thousands)
Customer relationships	2 - 4 years	$	13,600
Trademarks	2 years	2,600
Non-compete agreements	5 years	500
Total identifiable intangible assets acquired		$	16,700

HomeChoice Partners, Inc.

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition



	Estimated Fair Value (in thousands)
Accounts receivable	$	10,046
Inventories	1,984
Other current assets	154
Property and equipment	2,432
Identifiable intangible assets^(a)	4,000
Other non-current assets	30
Current liabilities	(4,690		)
Total identifiable net assets	13,956
Goodwill	66,965
Total cash and fair value of contingent consideration	$	80,921



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5 mo. - 3 years	$	2,000
Trademarks	23 months	1,000
Non-compete agreements	1 year	1,000
Total identifiable intangible assets acquired		$	4,000

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5 mo. - 3 years	$	2,000
Trademarks	23 months	1,000
Non-compete agreements	1 year	1,000
Total identifiable intangible assets acquired		$	4,000

InfuScience, Inc.

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition



	Fair Value (in thousands)
Cash	$	23
Accounts receivable	4,938
Inventories	586
Other current assets	371
Property and equipment	751
Identifiable intangible assets^(a)	400
Other non-current assets	349
Current liabilities	(4,428		)
Total identifiable net assets	2,990
Goodwill	38,429
Total cash and fair value of contingent consideration	$	41,419

______________________



(a)	The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives (Months)	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5	400
Total identifiable intangible assets acquired		$	400

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination



(a)	The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives (Months)	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5	400
Total identifiable intangible assets acquired		$	400

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2013

DISCONTINUED OPERATIONS [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Balance Sheet

On May 4, 2012, the carrying value of the assets included in the Pharmacy Services Asset Sale were as follows (in thousands):



Inventory	$	30,560
Prepaid expenses and other current assets	299
Total current assets	30,859
Property and equipment, net	1,592
Goodwill	11,754
Intangible assets, net	2,503
Total assets	$	46,708

charges associated with exit or disposal activity [Table Text Block]

The accrual activity consisted of the following (in thousands):



	Accrued Estimated Potential Loss (see Note 10)		Employee Severance and Other Benefits			Other Costs			Total
Balance at December 31, 2012	$	—	$	45		$	89		$	134
Expenses	15,000		93			1,995			17,088
Cash payments	—		(9		)	(1,679		)	(1,688		)
Non-cash charges and adjustments	—		(36		)	(43		)	(79		)
Balance at September 30, 2013	$	15,000	$	93		$	362		$	15,455

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures



Discontinued Operations Results
(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	(3	)	$	289		$	(58	)	$	466,829
Gross profit	$	580		$	315		$	503		$	30,353
Gain on sale, before income taxes	$	6,550		$	—		$	6,550		$	100,012
Accrued estimated potential loss (see Note 10)	$	(15,000	)	$	—		$	(15,000	)	$	—
Impairment costs, employee severance and other benefit-related costs and other one-time charges	$	—		$	(13,032	)	$	—		$	(13,032	)
Income (loss) from discontinued operations, net of income taxes	$	(11,645	)	$	(10,931	)	$	(12,866	)	$	64,448

- Definition

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill consisted of the following as of September 30, 2013 and December 31, 2012 (in thousands):



	September 30, 2013		December 31, 2012
Infusion	$	559,135	$	304,282
Home Health Services	33,784		33,784
PBM Services	12,744		12,744
Total	$	605,663	$	350,810

Schedule of Intangible Assets by Major Class

Intangible assets consisted of the following as of September 30, 2013 and December 31, 2012 (in thousands):



		September 30, 2013
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite Lived Assets
Certificates of need	indefinite	$	9,600	$	—		$	9,600
Nursing trademarks	indefinite	5,800		—			5,800
		15,400		—			15,400
Definite Lived Assets
Infusion customer relationships	5 months - 4 years	25,650		(10,923		)	14,727
Infusion trademarks	23 months - 3 years	6,200		(3,058		)	3,142
Non-compete agreements	1 to 5 years	1,500		(675		)	825
		33,350		(14,656		)	18,694
		$	48,750	$	(14,656	)	$	34,094



		December 31, 2012
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite Lived Assets
Certificates of need	indefinite	$	9,600	$	—		$	9,600
Nursing trademarks	indefinite	5,800		—			5,800
		15,400		—			15,400
Definite Lived Assets
Infusion customer relationships	6 months - 3 years	9,300		(7,447		)	1,853
Infusion trademarks	3 years	2,600		(2,407		)	193
		11,900		(9,854		)	2,046
		$	27,300	$	(9,854	)	$	17,446

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Amortization expense is expected to be the following (in thousands):



2013 (three months)	$	1,622
2014	5,571
2015	4,966
2016	2,735
2017 and beyond	3,800
Total	$	18,694

RESTRUCTURING AND OTHER EXPENSES (Tables)

9 Months Ended

Sep. 30, 2013

Phase I [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

The restructuring accrual activity consisted of the following (in thousands):



	Employee Severance and Other Benefits			Consulting Costs			Facility-Related Costs			Total
Balance at December 31, 2012	$	163		$	20		$	841		$	1,024
Expenses	(163		)	(20		)	59			(124		)
Cash payments	—			—			(296		)	(296		)
Balance at September 30, 2013	$	—		$	—		$	604		$	604

Phase II [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

The restructuring accrual activity consisted of the following (in thousands):



	Employee Severance and Other Benefits			Consulting Costs			Other Costs			Total
Balance at December 31, 2012	$	559		$	145		$	—		$	704
Expenses	513			10			315			838
Cash payments	(818		)	(145		)	(315		)	(1,278		)
Balance at September 30, 2013	$	254		$	10		$	—		$	264

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment consisted of the following (in thousands):



	September 30, 2013			December 31, 2012
Computer and office equipment, including equipment acquired under capital leases	$	18,858		$	14,443
Software capitalized for internal use	11,255			9,939
Vehicles, including equipment acquired under capital leases	2,032			1,540
Medical equipment	22,352			16,466
Work in progress	11,623			4,315
Furniture and fixtures	4,255			3,219
Leasehold improvements	11,503			7,164
	81,878			57,086
Less: Accumulated depreciation	(40,828		)	(33,365		)
Property and equipment, net	$	41,050		$	23,721

DEBT (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Schedule of Debt

As of September 30, 2013 and December 31, 2012, the Company’s long-term debt consisted of the following obligations (in thousands):



	September 30, 2013		December 31, 2012
Senior secured revolving credit facility	$	15,037	$	—
Senior secured term loan B facilities	400,000		—
Prior revolving credit facility	—		—
10¼% senior unsecured notes	—		225,000
Capital leases	570		1,379
	415,607		226,379
Less: obligations maturing within one year	35,275		953
Long term debt, net of current portion	$	380,332	$	225,426

Schedule of Extinguishment of Debt

The accompanying Unaudited Consolidated Statements of Operations include a loss on extinguishment of debt as follows (in thousands):



Senior Note redemption premium	$	12,162
Write-off of deferred financing costs	3,501
Legal fees and other expenses	235
Loss on extinguishment of debt	$	15,898

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments for operating and capital leases

As of September 30, 2013, future minimum lease payments, including interest, under operating and capital leases are as follows (in thousands):



	Operating Leases		Capital Leases		Total
2013 (three months)	$	2,477	$	103	$	2,580
2014	8,883		400		9,283
2015	7,138		310		7,448
2016	5,699		38		5,737
2017	4,675		—		4,675
2018 and thereafter	5,994		—		5,994
Total	$	34,866	$	851	$	35,717

OPERATING AND REPORTABLE SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Segment Reporting Information

(in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Results of Operations:
Revenue:
Infusion Services - product revenue	$	169,011		$	123,361		$	469,594		$	338,721
Infusion Services - service revenue	5,791			2,575			15,750			7,242
Total Infusion Services revenue	174,802			125,936			485,344			345,963

Home Health Services - service revenue	18,071			17,299			54,240			50,870

PBM Services - service revenue	16,006			27,130			59,099			85,066

Total revenue	$	208,879		$	170,365		$	598,683		$	481,899

Adjusted EBITDA by Segment before corporate overhead:
Infusion Services	$	14,693		$	9,931		$	41,201		$	25,740
Home Health Services	567			1,402			2,547			3,557
PBM Services	4,278			6,905			15,397			19,367
Total Segment Adjusted EBITDA	19,538			18,238			59,145			48,664

Corporate overhead	(7,483		)	(6,625		)	(23,531		)	(19,665		)

Interest expense, net	(7,182		)	(6,497		)	(20,168		)	(19,705		)
Loss on extinguishment of debt	(15,898		)	—			(15,898		)	—
Income tax benefit	587			2,506			31			2,644
Depreciation	(3,269		)	(2,134		)	(8,298		)	(6,115		)
Amortization of intangibles	(1,009		)	(1,087		)	(4,801		)	(2,844		)
Stock-based compensation expense	(1,427		)	(1,687		)	(7,260		)	(4,398		)
Acquisition and integration expenses	(4,890		)	(998		)	(13,025		)	(1,806		)
Restructuring and other expenses and investments	(1,409		)	(2,321		)	(4,424		)	(3,696		)
Loss from continuing operations, net of income taxes	$	(22,442	)	$	(605	)	$	(38,229	)	$	(6,921	)

Supplemental Operating Data
							September 30, 2013			December 31, 2012
Total Assets:
Infusion Services							$	776,878		$	438,623
Home Health Services							63,402			62,403
PBM Services							32,363			36,354
Corporate unallocated, including cash and cash equivalents							53,641			95,813
Assets associated with discontinued operations, not sold							16			9,183
Total							$	926,300		$	642,376

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Components of income tax



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Current
Federal	$	(94	)	$	(2,933	)	$	(613	)	$	(3,082	)
State	(575		)	(38		)	(523		)	(27		)
Total Current	(669		)	(2,971		)	(1,136		)	(3,109		)
Deferred
Federal	278			496			1,170			496
State	(196		)	(31		)	(65		)	(31		)
Total deferred	82			465			1,105			465
Total income tax (benefit)	$	(587	)	$	(2,506	)	$	(31	)	$	(2,644	)

Schedule of Effective Income Tax Rate Reconciliation



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Tax benefit at statutory rate	$	(8,060	)	$	(1,090	)	$	(13,391	)	$	(3,348	)
State tax benefit, net of Federal taxes	(1,634		)	357			(1,861		)	(7		)
Change in tax contingencies	11			6			(495		)	17
Valuation allowance changes affecting income tax expense	9,601			(2,484		)	15,489			465
Non-deductible transaction costs and other	(37		)	705			227			229
Officers compensation	(468		)	—			—			—
Income tax (benefit)	$	(587	)	$	(2,506	)	$	(31	)	$	(2,644	)

BASIS OF PRESENTATION (Details) - USD ($) $ in Millions		5 Months Ended
BASIS OF PRESENTATION (Details) - USD ($) $ in Millions	Apr. 19, 2013	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net cash proceeds from sale of unconsolidated affiliate	$ 8.5
Escrow Amount	$ 1.1
Sale of Affiliate Equity Investment, Period After Close Expected to Receive Additional Services or Cash		2 years
Due from Sale of Affiliate Equity Investment, Noncurrent		$ 2.1

EARNINGS PER SHARE (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013 USD ($) $ / shares $ / warrant shares	Sep. 30, 2012 USD ($) $ / shares $ / warrant shares	Sep. 30, 2013 USD ($) $ / shares $ / warrant shares	Sep. 30, 2012 USD ($) $ / shares $ / warrant shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (shares) \| shares	6,300	5,400	6,300	5,400
Numerator:
Loss from continuing operations, net of income taxes \| $	$ (22,442)	$ (605)	$ (38,229)	$ (6,921)
(Loss) income from discontinued operations, net of income taxes \| $	(11,645)	(10,931)	(12,866)	64,448
Net (loss) income \| $	$ (34,087)	$ (11,536)	$ (51,095)	$ 57,527
Denominator - Basic:
Weighted average number of shares outstanding, Basic \| shares	67,912	56,640	63,368	56,019
Basic (loss) from continuing operations (dollars per share) \| $ / shares	$ (0.35)	$ (0.01)	$ (0.61)	$ (0.12)
Basic (loss) income from discontinued operations (dollars per share) \| $ / shares	(0.18)	(0.19)	(0.20)	1.15
Basic (loss) income (dollars per share) \| $ / shares	$ (0.53)	$ (0.20)	$ (0.81)	$ 1.03
Denominator - Diluted:
Weighted average number of shares outstanding, Basic \| shares	67,912	56,640	63,368	56,019
Common share equivalents of outstanding stock options and restricted awards \| shares	0	0	0	0
Total diluted shares outstanding \| shares	67,912	56,640	63,368	56,019
Diluted (loss) from continuing operations (dollars per share) \| $ / shares	$ (0.35)	$ (0.01)	$ (0.61)	$ (0.12)
Diluted (loss) income from discontinued operations (dollars per share) \| $ / shares	(0.18)	(0.19)	(0.20)	1.15
Diluted (loss) income (dollars per share) \| $ / shares	$ (0.53)	$ (0.20)	$ (0.81)	$ 1.03
Critical Homecare Solutions Holdings, Inc
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (shares) \| shares	3,200	3,400	3,400	3,400
Exercise price of warrants (dollars per share) \| $ / warrant	10	10	10	10

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Jun. 16, 2013	Apr. 24, 2013	Sep. 30, 2013	Sep. 30, 2012
Stock Offering [Abstract]
Stock Issued During Period, Shares, New Issues		10,406,250
Share Price		$ 12
Stock Issued During Period, Shares, Selling Stockholders		3,968,750
Stock Issued During Period, Value, New Issues		$ 118,600
Repayments of Lines of Credit		$ 21,000	$ 364,859	$ 1,105,262
Proceeds used to fund acquisition	$ 61,100

ACQUISITIONS (Details) $ / shares in Units, $ in Thousands		1 Months Ended		2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
ACQUISITIONS (Details) $ / shares in Units, $ in Thousands	Jul. 31, 2012 USD ($) location	Sep. 30, 2013 USD ($)	Jun. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($) $ / shares	Sep. 30, 2012 USD ($) $ / shares	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($) $ / shares	Sep. 30, 2012 USD ($) $ / shares	Aug. 23, 2013 USD ($)	Jul. 31, 2013 USD ($)	Jun. 16, 2013 USD ($) location patient state	Feb. 01, 2013 USD ($) location patient	Dec. 31, 2012 USD ($)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Goodwill		$ 605,663			$ 605,663		$ 605,663	$ 605,663						$ 350,810
Business Combination, Description [Abstract]
Revenues					208,879	$ 170,365		598,683	$ 481,899
Income (loss) from continuing operations, net of income taxes					(22,442)	(605)		(38,229)	(6,921)
Business Acquisition, Pro Forma Information [Abstract]
Amortization of intangibles					(1,009)	(1,087)		(4,801)	(2,844)
Income tax benefit (expense)					587	2,506		31	2,644
All current acquirees
Business Acquisition, Pro Forma Information [Abstract]
Revenues					232,565	226,485		706,053	657,345
Loss from continuing operations, net of income taxes					$ (24,991)	$ (3,524)		$ (44,390)	$ (19,035)
Basic loss per share from continuing operations (USD per share) \| $ / shares					$ (0.37)	$ (0.06)		$ (0.70)	$ (0.34)
Diluted loss per share from continuing operations (USD per share) \| $ / shares					$ (0.37)	$ (0.06)		$ (0.70)	$ (0.34)
Interest expense					$ (974)	$ (2,096)		$ (3,734)	$ (6,595)
Amortization of intangibles					(754)	679		(1,508)	(888)
Income tax benefit (expense)					(622)	(1,208)		(2,785)	$ (1,559)
CarePoint Partners Holding LLC
Business Acquisition [Line Items]
Initial purchase price												$ 223,000
Consideration paid												211,100
Contingent consideration												$ 10,000
Number of customers \| patient												20,500
Number of locations \| location												28
Number of states in which entity operates \| state												9
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Accounts receivable										$ 19,314
Inventories										3,184
Other current assets										1,190
Property and equipment										3,266
Identifiable intangible assets										16,700
Current liabilities										(8,022)
Non-current liabilities										(2,352)
Total identifiable net assets										33,280
Goodwill										187,584
Total cash and fair value of contingent consideration										220,864
Business Combination, Description [Abstract]
Contingent consideration, liability		9,800			9,800		9,800	9,800
Revenues		9,000
Income (loss) from continuing operations, net of income taxes		1,700
Acquisition related costs					200			200
Initial purchase price												$ 223,000
HomeChoice Partners, Inc.
Business Acquisition [Line Items]
Initial purchase price													$ 72,900
Contingent consideration													$ 20,000
Number of customers \| patient													15,000
Number of locations \| location													14
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Accounts receivable													$ 10,046
Inventories													1,984
Other current assets													154
Property and equipment													2,432
Identifiable intangible assets													4,000
Other non-current assets													30
Current liabilities													(4,690)
Total identifiable net assets													13,956
Goodwill													66,965
Total cash and fair value of contingent consideration													$ 80,921
Business Combination, Description [Abstract]
Contingent consideration, liability		8,000			8,000		8,000	$ 8,000
Business combination, contingent consideration period								2 years
Revenues					19,400		46,100
Income (loss) from continuing operations, net of income taxes					1,100		200
Acquisition related costs					700			$ 2,300
Percentage of ownership interests acquired													100.00%
Initial purchase price													$ 72,900
InfuScience, Inc.
Business Acquisition [Line Items]
Number of locations \| location	5
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Cash	$ 23
Accounts receivable	4,938
Inventories	586
Other current assets	371
Property and equipment	751
Identifiable intangible assets	400
Other non-current assets	349
Current liabilities	(4,428)
Total identifiable net assets	2,990
Goodwill	38,429
Total cash and fair value of contingent consideration	$ 41,419
Business Combination, Description [Abstract]
Contingent consideration, liability		1,100			1,100		1,100	$ 1,100
Business combination, contingent consideration period								24 months
Revenues				$ 6,600	11,300			$ 34,400
Income (loss) from continuing operations, net of income taxes				$ (17)	1,400			3,900
Acquisition related costs						$ 600		$ 100
Percentage of ownership interests acquired	100.00%
Total fair value of consideration transferred	$ 38,300
Payments for previous acquisitions			$ 1,400
Total potential cash paid depending on results	41,300
Customer Relationships \| CarePoint Partners Holding LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets										13,600
Customer Relationships \| HomeChoice Partners, Inc.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets													2,000
Customer Relationships \| InfuScience, Inc.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets	$ 400
Identifiable intangible assets, useful lives								5 months
Customer Relationships \| Minimum [Member] \| CarePoint Partners Holding LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets, useful lives								2 years
Customer Relationships \| Minimum [Member] \| HomeChoice Partners, Inc.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets, useful lives								5 months
Customer Relationships \| Maximum [Member] \| CarePoint Partners Holding LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets, useful lives								4 years
Customer Relationships \| Maximum [Member] \| HomeChoice Partners, Inc.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets, useful lives								3 years
Trademarks \| CarePoint Partners Holding LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets										2,600
Identifiable intangible assets, useful lives								2 years
Trademarks \| HomeChoice Partners, Inc.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets													1,000
Identifiable intangible assets, useful lives								23 months
Noncompete Agreements \| CarePoint Partners Holding LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets										$ 500
Identifiable intangible assets, useful lives								5 years
Noncompete Agreements \| HomeChoice Partners, Inc.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Identifiable intangible assets													$ 1,000
Identifiable intangible assets, useful lives								1 year
Secured Debt, Delayed Draw Term Loan \| Line of Credit [Member] \| CarePoint Partners Holding LLC
Business Acquisition [Line Items]
Debt face amount											$ 150,000
Accured Expenses and Other Current Liabilities \| HomeChoice Partners, Inc.
Business Combination, Description [Abstract]
Contingent consideration, liability		4,000			4,000		4,000	$ 4,000
Other Noncurrent Liabilities \| HomeChoice Partners, Inc.
Business Combination, Description [Abstract]
Contingent consideration, liability		$ 4,000			$ 4,000		$ 4,000	$ 4,000

DISCONTINUED OPERATIONS (Details)		3 Months Ended			8 Months Ended	9 Months Ended		12 Months Ended	21 Months Ended
DISCONTINUED OPERATIONS (Details)	May 04, 2012 USD ($) mail_order_location mail_service_centers pharmacy	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)	Sep. 30, 2013 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds								$ 173,800,000
total purchase price at closing, including the value of inventories on hand attributable to the operations subject to the Pharmacy Services Asset Sale.	$ 158,800,000
Amount the company may be required to refund related directly or indirectly to the Buyers' retention of certain business after the closing						$ 6,400,000
Contingent consideration, period	14 months
Litigation settlement expense								800,000
One time costs related to pharmacy services asset sale reserve, Beginning balance						134,000
Restructuring costs, transaction costs, and other one-time charges as a result of the transaction, Expenses						17,088,000
One time costs related to pharmacy services asset sale reserve, Cash payments						(1,688,000)
One time costs related to pharmacy services asset sale reserve, Non-cash charges and adjustments						(79,000)
One time costs related to pharmacy services asset sale reserve, Ending balance		$ 15,455,000			$ 134,000	15,455,000		134,000	$ 15,455,000
Amount the company received as the result of an agreement which provided that BioScrip ceased to be the sole fulfillment pharmacy for customers who came through the drugstore.com website				$ 3,000,000
Change in Amount of Contingent Consideration, Liability				$ 2,900,000
Inventory	$ 30,560,000
Prepaid expenses and other current assets	299,000
Total current assets	30,859,000
Property and equipment, net	1,592,000
Goodwill	11,754,000
Intangible assets, net	2,503,000
Total assets	$ 46,708,000
Interest Expense			$ 0				$ 900,000
Tax Effect of Discontinued Operation		0	2,100,000			0	7,200,000
Revenue		(3,000)	289,000			(58,000)	466,829,000
Gross profit		580,000	315,000			503,000	30,353,000
Gain on sale, before income taxes		6,550,000	0			6,550,000	100,012,000
Accrued estimated potential loss (see Note 10)		(15,000,000)	0			(15,000,000)	0
Impairment costs, employee severance and other benefit-related costs and other one-time charges		0	(13,032,000)			0	(13,032,000)
(Loss) income from discontinued operations, net of income taxes		(11,645,000)	$ (10,931,000)			(12,866,000)	$ 64,448,000
Pharmacy Services Assets Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds Subsequent to Close for Retention of Certain Business					15,000,000
Gain on sale, before income taxes						6,500,000		101,600,000	108,100,000
Community pharmacy [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of locations \| pharmacy	27
Number of locations with assets acquired \| pharmacy	3
Mail order [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of locations \| mail_service_centers	3
locations not tranferred as part of sale \| mail_order_location	2
Employee Severance [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
One time costs related to pharmacy services asset sale reserve, Beginning balance						45,000
Restructuring costs, transaction costs, and other one-time charges as a result of the transaction, Expenses						93,000
One time costs related to pharmacy services asset sale reserve, Cash payments						(9,000)
One time costs related to pharmacy services asset sale reserve, Non-cash charges and adjustments						(36,000)
One time costs related to pharmacy services asset sale reserve, Ending balance		93,000			45,000	93,000		45,000	93,000
Other [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
One time costs related to pharmacy services asset sale reserve, Beginning balance						89,000
Restructuring costs, transaction costs, and other one-time charges as a result of the transaction, Expenses						1,995,000
One time costs related to pharmacy services asset sale reserve, Cash payments						(1,679,000)
One time costs related to pharmacy services asset sale reserve, Non-cash charges and adjustments						(43,000)
One time costs related to pharmacy services asset sale reserve, Ending balance		362,000			$ 89,000	362,000		$ 89,000	362,000
Exjade Litigation [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Litigation settlement expense						15,000,000
Loss contingency accrual		$ 15,000,000				$ 15,000,000			$ 15,000,000

GOODWILL AND INTANGIBLE ASSETS Goodwill rollforward (Details) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill	$ 605,663	$ 350,810
Infusion Services [Member]
Goodwill [Line Items]
Goodwill	559,135	304,282
Home Health Services [Member]
Goodwill [Line Items]
Goodwill	33,784	33,784
PBM Services [Member]
Goodwill [Line Items]
Goodwill	$ 12,744	$ 12,744

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
intangible assets, line items [Line Items]
Indefinite Lived Assets, Gross Carrying Amount	$ 15,400		$ 15,400		$ 15,400
Indefinite Lived Assets, Accumulated Amortization	0		0		0
Indefinite Lived Assets, Net Carrying Amount	15,400		15,400		15,400
Definite Lived Assets, Gross Carrying Amount	33,350		33,350		11,900
Definite Lived Assets, Accumulated Amortization	(14,656)		(14,656)		(9,854)
Definite Lived Assets, Net Carrying Amount	18,694		18,694		2,046
Intangible Assets, Gross Carrying Amount	48,750		48,750		27,300
Intangible Assets, Accumulated Amortization	(14,656)		(14,656)		(9,854)
Intangible Assets, Net Carrying Amount	34,094		34,094		17,446
Amortization of Intangible Assets	1,009	$ 1,087	4,801	$ 2,844
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2013 (three months)	1,622		1,622
2014	5,571		5,571
2015	4,966		4,966
2016	2,735		2,735
2017 and beyond	3,800		3,800
Certificates of need [Member]
intangible assets, line items [Line Items]
Indefinite Lived Assets, Gross Carrying Amount	9,600		9,600		9,600
Indefinite Lived Assets, Accumulated Amortization	0		0		0
Indefinite Lived Assets, Net Carrying Amount	9,600		9,600		9,600
Nursing trademarks [Member]
intangible assets, line items [Line Items]
Indefinite Lived Assets, Gross Carrying Amount	5,800		5,800		5,800
Indefinite Lived Assets, Accumulated Amortization	0		0		0
Indefinite Lived Assets, Net Carrying Amount	5,800		5,800		5,800
Infusion customer relationships [Member]
intangible assets, line items [Line Items]
Definite Lived Assets, Gross Carrying Amount	25,650		25,650		9,300
Definite Lived Assets, Accumulated Amortization	(10,923)		(10,923)		(7,447)
Definite Lived Assets, Net Carrying Amount	14,727		14,727		$ 1,853
Infusion trademarks [Member]
intangible assets, line items [Line Items]
Estimated Useful Life					3 years
Definite Lived Assets, Gross Carrying Amount	6,200		6,200		$ 2,600
Definite Lived Assets, Accumulated Amortization	(3,058)		(3,058)		(2,407)
Definite Lived Assets, Net Carrying Amount	3,142		3,142		$ 193
Non-compete agreements [Member]
intangible assets, line items [Line Items]
Definite Lived Assets, Gross Carrying Amount	1,500		1,500
Definite Lived Assets, Accumulated Amortization	(675)		(675)
Definite Lived Assets, Net Carrying Amount	$ 825		$ 825
Minimum [Member] \| Infusion customer relationships [Member]
intangible assets, line items [Line Items]
Estimated Useful Life			5 months		6 months
Minimum [Member] \| Infusion trademarks [Member]
intangible assets, line items [Line Items]
Estimated Useful Life			23 months
Minimum [Member] \| Non-compete agreements [Member]
intangible assets, line items [Line Items]
Estimated Useful Life			1 year
Maximum [Member] \| Infusion customer relationships [Member]
intangible assets, line items [Line Items]
Estimated Useful Life			4 years		3 years
Maximum [Member] \| Infusion trademarks [Member]
intangible assets, line items [Line Items]
Estimated Useful Life			3 years
Maximum [Member] \| Non-compete agreements [Member]
intangible assets, line items [Line Items]
Estimated Useful Life			5 years

RESTRUCTURING AND OTHER EXPENSES RESTRUCTURING AND OTHER EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		18 Months Ended	36 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2013
Restructuring Cost and Reserve [Line Items]
Transitional Expenses	$ 700	$ 1,900	$ 2,800	$ 2,800
Restructuring Reserve [Roll Forward]
Expenses	786	2,321	3,510	3,696
Phase I [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			1,024
Expenses			(124)	300		$ 10,000
Cash payments			(296)
Ending balance	604		604		$ 604	604
Phase I [Member] \| Employee Severance [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			163
Expenses			(163)			4,100
Cash payments			0
Ending balance	0		0		0	0
Phase I [Member] \| Consulting [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			20
Expenses			(20)			4,300
Cash payments			0
Ending balance	0		0		0	0
Phase I [Member] \| Facility Closing [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			841
Expenses			59			1,600
Cash payments			(296)
Ending balance	604		604		604	604
Phase II [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			704
Expenses	47	$ 400	838	$ 600	2,600
Cash payments			(1,278)
Ending balance	264		264		264	264
Phase II [Member] \| Employee Severance [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			559
Expenses			513		1,600
Cash payments			(818)
Ending balance	254		254		254	254
Phase II [Member] \| Consulting [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			145
Expenses			10		300
Cash payments			(145)
Ending balance	10		10		10	10
Phase II [Member] \| other restructuring costs [Member]
Restructuring Reserve [Roll Forward]
Beginning balance			0
Expenses			315		700
Cash payments			(315)
Ending balance	$ 0		$ 0		$ 0	$ 0

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Computer and office equipment, including equipment acquired under capital leases	$ 18,858		$ 18,858		$ 14,443
Software capitalized for internal use	11,255		11,255		9,939
Vehicles, including equipment acquired under capital leases	2,032		2,032		1,540
Medical equipment	22,352		22,352		16,466
Work in progress	11,623		11,623		4,315
Furniture and fixtures	4,255		4,255		3,219
Leasehold improvements	11,503		11,503		7,164
Property, Plant and Equipment, Gross	81,878		81,878		57,086
Less: Accumulated depreciation	(40,828)		(40,828)		(33,365)
Property and equipment, net	41,050		41,050		$ 23,721
Depreciation	3,269	$ 2,134	8,298	$ 6,115
Capitalized Computer Software, Amortization	$ 400	$ 400	$ 1,000	$ 1,000

DEBT (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
DEBT (Details) - USD ($)	Jul. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Aug. 19, 2013	Jul. 31, 2013	Jun. 03, 2013	Apr. 19, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Capital leases		$ 570,000		$ 570,000						$ 1,379,000
long term debt and capital lease obligations, total		415,607,000		415,607,000						226,379,000
Less: obligations maturing within one year		35,275,000		35,275,000						953,000
Long term debt, net of current portion		380,332,000		380,332,000						225,426,000
Deposit Assets									$ 1,100,000
Expenses		$ 786,000	$ 2,321,000	$ 3,510,000	$ 3,696,000
Revolving Credit Facility [Member] \| Line of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity							$ 75,000,000
Senior credit facility
Debt Instrument [Line Items]
Effective interest rate		6.50%		6.50%
Default penalty, rate increase				2.00%
Senior secured revolving credit facility \| Line of Credit [Member]
Debt Instrument [Line Items]
Long-term Debt		$ 15,037,000		$ 15,037,000						0
Senior secured revolving credit facility \| Revolving Credit Facility [Member] \| Line of Credit [Member]
Debt Instrument [Line Items]
Periodic payment of principal, percentage				1.25%
Borrowing capacity percentage threshold for leverage covenants				25.00%
Senior Secured Term Loan B Facilities \| Senior Notes [Member]
Debt Instrument [Line Items]
Long-term Debt		400,000,000		$ 400,000,000						0
Term Loan B Facility \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt face amount							250,000,000
Prior revolving credit facility \| Line of Credit [Member]
Debt Instrument [Line Items]
Long-term Debt		0		0						0
Senior Unsecured Notes
Debt Instrument [Line Items]
Repayments of Long-term Debt	$ 133,300,000
Repayments of Interest on Long Term Debt	$ 4,300,000
Senior Unsecured Notes \| Senior Notes [Member]
Debt Instrument [Line Items]
Long-term Debt		$ 0		$ 0						$ 225,000,000
Stated interest rate		10.25%		10.25%
Redemption Amount for Each Thousand Dollars of Principal						$ 1,051.25		$ 1,056.25
Principal Base Amount Offered to be Redeemed								$ 1,000.00
Percentage of Aggregate Principal, Consents Received to Amend Note Provisions	56.10%
Deposit Assets							107,800,000
Eurodollar [Member] \| Senior credit facility
Debt Instrument [Line Items]
Basis spread on variable rate				5.25%
Base Rate [Member] \| Senior credit facility
Debt Instrument [Line Items]
Basis spread on variable rate				4.25%
CarePoint Partners Holding LLC \| Secured Debt, Delayed Draw Term Loan \| Line of Credit [Member]
Debt Instrument [Line Items]
Debt face amount							$ 150,000,000
Exjade Litigation [Member]
Debt Instrument [Line Items]
Loss contingency accrual		$ 15,000,000		$ 15,000,000

DEBT Loss on Extinguishment of Debt (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt	$ 15,898	$ 0	$ 15,898	$ 0
Senior Notes [Member]
Extinguishment of Debt [Line Items]
Senior Note redemption premium			12,162
Write-off of deferred financing costs			3,501
Legal fees and other expenses			235
Loss on extinguishment of debt			$ 15,898

COMMITMENTS AND CONTINGENCIES Other Proceedings/Settlements (Details) $ in Millions	Sep. 30, 2013 USD ($)
Exjade Litigation [Member]
Loss Contingencies [Line Items]
Loss contingency accrual	$ 15.0

COMMITMENTS AND CONTINGENCIES Legal Proceedings (Details) $ in Millions	9 Months Ended
	Sep. 30, 2013 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency, Damages Sought, Value	$ 3.5

COMMITMENTS AND CONTINGENCIES Legal Settlement (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Legal Settlements [Line Items]
Litigation settlement expense		$ 0.8
Loss Contingency Accrual, Carrying Value, Provision	$ 2.3
State
Legal Settlements [Line Items]
Payments for Legal Settlements		0.6
Federal Government [Member]
Legal Settlements [Line Items]
Payments for Legal Settlements		$ 4.4

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
future minimum payments due [Line Items]
Operating Leases, 2013 (three months)		$ 2,477		$ 2,477
Capital Leases, 2013 (three months)		103		103
Total, 2013		2,580		2,580
Operating Leases, 2014		8,883		8,883
Capital Leases, 2014		400		400
Total, 2014		9,283		9,283
Operating Leases, 2015		7,138		7,138
Capital Leases, 2015		310		310
Total, 2015		7,448		7,448
Operating Leases, 2016		5,699		5,699
Capital Leases, 2016		38		38
Total, 2016		5,737		5,737
Operating Leases, 2017		4,675		4,675
Capital Leases, 2017		0		0
Total 2017		4,675		4,675
Operating Leases, 2018 and thereafter		5,994		5,994
Capital Leases, 2018 and thereafter		0		0
Total, 2018 and thereafter		5,994		5,994
Operating Leases, Total		34,866		34,866
Capital Leases, Total		851		851
Total		35,717		35,717
Operating Leases, Rent Expense		$ 2,000	$ 1,700	$ 5,600	$ 4,600
Long-term Purchase Commitment, Amount	$ 12,600
Minimum [Member]
future minimum payments due [Line Items]
capital lease interest rate		3.00%		3.00%
Maximum [Member]
future minimum payments due [Line Items]
capital lease interest rate		7.00%		7.00%

OPERATING AND REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Revenues	$ 208,879	$ 170,365	$ 598,683	$ 481,899
Adjusted EBITDA	19,538	18,238	59,145	48,664
Interest expense, net	(7,182)	(6,497)	(20,168)	(19,705)
Loss on extinguishment of debt	(15,898)	0	(15,898)	0
Income tax benefit	587	2,506	31	2,644
Depreciation	(3,269)	(2,134)	(8,298)	(6,115)
Amortization of intangibles	(1,009)	(1,087)	(4,801)	(2,844)
Stock-based compensation expense	(1,427)	(1,687)	(7,260)	(4,398)
Acquisition and integration expenses	(4,890)	(998)	(13,025)	(1,806)
Restructuring and other expenses and investments	(1,409)	(2,321)	(4,424)	(3,696)
Loss from continuing operations, net of income taxes	(22,442)	(605)	(38,229)	(6,921)
Assets	926,300		926,300		$ 642,376
Infusion Services [Member]
Segment Reporting Information [Line Items]
Product Revenue	169,011	123,361	469,594	338,721
Service Revenue	5,791	2,575	15,750	7,242
Revenues	174,802	125,936	485,344	345,963
Adjusted EBITDA	14,693	9,931	41,201	25,740
Assets	776,878		776,878		438,623
Home Health Services [Member]
Segment Reporting Information [Line Items]
Service Revenue	18,071	17,299	54,240	50,870
Adjusted EBITDA	567	1,402	2,547	3,557
Assets	63,402		63,402		62,403
PBM Services [Member]
Segment Reporting Information [Line Items]
Service Revenue	16,006	27,130	59,099	85,066
Adjusted EBITDA	4,278	6,905	15,397	19,367
Assets	32,363		32,363		36,354
Corporate [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	(7,483)	$ (6,625)	(23,531)	$ (19,665)
Assets	53,641		53,641		95,813
Assets associated with discontinued operations, not sold [Member]
Segment Reporting Information [Line Items]
Assets	$ 16		$ 16		$ 9,183

CONCENTRATION OF RISK (Details)	3 Months Ended		9 Months Ended
CONCENTRATION OF RISK (Details)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of Risk, Percentage	20.00%	20.00%	20.00%	18.00%
Product Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of Risk, Percentage	18.00%	18.00%	18.00%	20.00%

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)	$ (94)	$ (2,933)	$ (613)	$ (3,082)
Current State and Local Tax Expense (Benefit)	(575)	(38)	(523)	(27)
Current Income Tax Expense (Benefit)	(669)	(2,971)	(1,136)	(3,109)
Deferred Federal Income Tax Expense (Benefit)	278	496	1,170	496
Deferred State and Local Income Tax Expense (Benefit)	(196)	(31)	(65)	(31)
Deferred Income Tax Expense (Benefit)	82	465	1,105	465
Income Tax Benefit	(587)	(2,506)	(31)	(2,644)
Tax benefit at statutory rate	(8,060)	(1,090)	(13,391)	(3,348)
State tax benefit, net of Federal taxes	(1,634)	357	(1,861)	(7)
Change in tax contingencies	11	6	(495)	17
Valuation allowance changes affecting income tax expense	9,601	(2,484)	15,489	465
Non-deductible transaction costs and other	(37)	705	227	229
Other	$ (468)	$ 0	$ 0	$ 0

STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	May 07, 2013 shares	Sep. 30, 2013 USD ($) executive $ / shares shares	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($) executive $ / shares shares	Sep. 30, 2012 USD ($)	Apr. 02, 2013 $ / shares shares	Dec. 31, 2012 $ / shares	Jun. 10, 2010 shares	Jan. 02, 2008 shares
Employee Stock Purchase Plan [Abstract]
Employee Stock Ownership Plan, Shares Registered						750,000
Common Stock, Par or Stated Value Per Share \| $ / shares		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Employee Stock [Member]
Employee Stock Purchase Plan [Abstract]
Purchase price of common stock, percent	85.00%
All Share-Based Payment Plans [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock expense \| $		$ 1.5	$ 1.1	$ 4.8	$ 3.3
Restricted stock expense \| $		1.1	0.2	2.4	0.3
Stock appreciation right expense \| $		$ (1.3)	$ 0.5	$ 0.1	$ 0.8
2008 Plan [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares originally authorized		3,580,000		3,580,000
Adjustment to number of shares authorized								3,275,000
Number of shares authorized								6,855,000
Number of shares available for grant		738,325		738,325
2008 Plan [Member] \| Director [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares authorized	800,000								500,000
Number of additional shares authorized	300,000
CHS 2006 Equity Incentive Plan [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares originally authorized		13,000,000		13,000,000
BioScrip/CHS Plan [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares originally authorized		3,106,315		3,106,315
Number of shares authorized		2,390,229		2,390,229
Number of shares available for grant		932,111		932,111
Rollover options		716,086		716,086
Number of executives issued options \| executive		5		5