View Filing Data

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2014	Nov. 05, 2014
Document Entity Information [Abstract]
Entity Registrant Name	BioScrip, Inc.
Entity Central Index Key	0001014739
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		68,636,465

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 0	$ 1,001
Receivables, less allowance for doubtful accounts of $39,240 and $17,836 as of September 30, 2014 and December 31, 2013, respectively	170,633	172,187
Inventory	33,777	34,341
Prepaid expenses and other current assets	11,148	14,110
Current assets of discontinued operations	0	15,316
Total current assets	215,558	236,955
Property and equipment, net	40,049	41,182
Goodwill	573,323	571,337
Intangible assets, net	11,881	16,824
Deferred financing costs	16,757	17,184
Other non-current assets	1,275	3,733
Non-current assets of discontinued operations	0	49,643
Total assets	858,843	936,858
Current liabilities
Current portion of long-term debt	4,925	60,257
Accounts payable	74,849	63,575
Claims payable	8,639	2,547
Amounts due to plan sponsors	7,243	4,826
Accrued interest	2,608	2,173
Accrued expenses and other current liabilities	37,255	34,352
Current liabilities of discontinued operations	0	6,576
Total current liabilities	135,519	174,306
Long-term debt, net of current portion	418,355	375,322
Deferred taxes	18,187	8,954
Other non-current liabilities	8,255	17,540
Other non-current liabilities of discontinued operations	0	6,153
Total liabilities	580,316	582,275
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; 71,218,985 and 70,711,439 shares issued and 68,636,465 and 68,128,919 shares outstanding as of September 30, 2014 and December 31, 2013, respectively	8	7
Treasury stock, 2,582,520 shares at cost	(10,311)	(10,311)
Additional paid-in capital	527,410	519,625
Accumulated deficit	(238,580)	(154,738)
Total stockholders’ equity	278,527	354,583
Total liabilities and stockholders’ equity	$ 858,843	$ 936,858

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ (39,240)	$ (17,836)
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	71,218,985	70,711,439
Common Stock, Shares, Outstanding	68,636,465	68,128,919
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, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Product revenue	$ 226,421	$ 169,011	$ 667,601	$ 469,594
Service revenue	17,538	21,620	62,776	74,380
Total revenue	243,959	190,631	730,377	543,974
Cost of product revenue	162,125	115,565	475,523	323,823
Cost of service revenue	16,832	13,411	59,396	44,734
Total cost of revenue	178,957	128,976	534,919	368,557
Gross profit	65,002	61,655	195,458	175,417
Selling, general and administrative expenses	58,702	52,454	175,126	149,671
Change in fair value of contingent consideration	(86)	(412)	(6,941)	(412)
Bad debt expense	26,080	3,624	41,041	10,265
Acquisition and integration expenses	2,922	4,890	14,754	13,025
Restructuring and other expenses	1,846	778	10,296	3,457
Amortization of intangibles	1,620	1,009	4,943	4,801
Loss from continuing operations	(26,082)	(688)	(43,761)	(5,390)
Interest expense, net	9,563	7,183	29,197	20,169
Loss on extinguishment of debt	0	15,898	0	15,898
Loss from continuing operations before income taxes	(35,645)	(23,769)	(72,958)	(41,457)
Income tax expense (benefit)	1,930	(13)	8,484	(42)
Loss from continuing operations, net of income taxes	(37,575)	(23,756)	(81,442)	(41,415)
Loss from discontinued operations, net of income taxes	(1,135)	(10,331)	(2,400)	(9,680)
Net loss	$ (38,710)	$ (34,087)	$ (83,842)	$ (51,095)
Loss per common share:
Loss from continuing operations, basic and diluted (in usd per share)	$ (0.55)	$ (0.37)	$ (1.19)	$ (0.66)
Loss from discontinued operations, basic and diluted (in usd per share)	(0.02)	(0.16)	(0.04)	(0.15)
Loss per common share, basic and diluted (in usd per share)	$ (0.57)	$ (0.53)	$ (1.23)	$ (0.81)
Weighted average common shares outstanding
Weighted average number of common shares outstanding (in shares)	68,615	67,912	68,421	63,368

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net loss	$ (83,842)	$ (51,095)
Less: (loss) from discontinued operations, net of income taxes	(2,400)	(9,680)
(Loss) from continuing operations, net of income taxes	(81,442)	(41,415)
Adjustments to reconcile (loss) from continuing operations, net of income taxes to net cash provided by (used in) operating activities:
Depreciation	11,999	8,169
Amortization of intangibles	4,943	4,801
Amortization of deferred financing costs and debt discount	3,607	1,410
Change in fair value of contingent consideration	(6,941)	(412)
Change in deferred income taxes	8,218	1,393
Compensation under stock-based compensation plans	6,637	7,260
Loss on extinguishment of debt	0	15,898
Equity in net loss of unconsolidated affiliate	0	661
Changes in assets and liabilities, net of amounts acquired in acquisitions:
Receivables, net of bad debt expense	827	(20,655)
Inventory	486	8,875
Prepaid expenses and other assets	5,774	830
Accounts payable	10,837	8,041
Claims payable	6,092	(5,275)
Amounts due to plan sponsors	(2,417)	10,254
Accrued interest	436	(3,832)
Accrued expenses and other liabilities	(561)	(4,435)
Net cash (used in) operating activities from continuing operations	(26,671)	(28,940)
Net cash (used in) operating activities from discontinued operations	(5,074)	(9,322)
Net cash (used in) operating activities	(31,745)	(38,262)
Cash flows from investing activities:
Purchases of property and equipment, net	(11,319)	(19,881)
Cash consideration paid for acquisitions, net of cash acquired	(454)	(285,039)
Net cash proceeds from sale of unconsolidated affiliate	0	8,509
Cash advances to unconsolidated affiliate	0	(2,348)
Net cash (used in) investing activities from continuing operations	(11,773)	(298,759)
Net cash provided by (used in) investing activities from discontinued operations	57,677	(48)
Net cash provided by (used in) investing activities	45,904	(298,807)
Cash flows from financing activities:
Proceeds from public stock offering	0	118,570
Repayment of 10 1/4% senior unsecured notes	0	(237,397)
Deferred and other financing costs	(2,115)	0
Borrowings on line of credit	205,700	379,896
Repayments on line of credit	(241,203)	(364,859)
Principal payments on long-term debt	(172,243)	0
Repayments of capital leases	(248)	(809)
Net proceeds from exercise of common stock purchase warrants	0	399
Net proceeds from exercise of employee stock compensation plans	1,098	1,885
Net cash provided by (used in) financing activities	(15,160)	274,968
Net change in cash and cash equivalents	(1,001)	(62,101)
Cash and cash equivalents - beginning of period	1,001	62,101
Cash and cash equivalents - end of period	0	0
DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	25,328	22,598
Cash paid during the period for income taxes	1,692	242
Senior Notes due 2021
Cash flows from financing activities:
Proceeds from new senior notes due 2021, net of lender fees and other expenses	193,851	0
Credit Facility
Cash flows from financing activities:
Proceeds from new senior notes due 2021, net of lender fees and other expenses	$ 0	$ 377,283

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2014

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, 2013 (the “Annual Report”) 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 (the “Exchange Act”). 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, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014. 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 Annual Report.

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.

Reclassifications

On March 31, 2014 the Company completed the sale of substantially all of its Home Health Services segment to LHC Group, Inc. (see Note 5 - Discontinued Operations). As a result of the sale of the Home Health Services segment, the Company operates in two operating and reportable segments, “Infusion Services” and “PBM Services”. All prior period financial statements have been reclassified to include the Home Health Services segment as discontinued operations. In addition, other classification changes have been made which have no material effect on the Company’s previously reported consolidated financial position, results of operations or cash flows.

Change in Estimate of the Collectability of Accounts Receivable

During the nine months ended September 30, 2014, the Company experienced deterioration in the aging of certain accounts receivable primarily due to delays and disruptions related to the integration of its acquisitions in 2013. The disruption to billing and collection processes was attributable in part to the following:


•	Re-licensure and new managed care credentialing was required in connection with the CarePoint Business;


•	Medicare claims were not filed until retraining and review of eligibility was performed;


•	Merged facilities and work teams in seven large markets and related employee turnover;


•	Conversion to a single version of our dispensing and billing system while still managing accounts receivable run-off on five other legacy versions; and


•	Cash posting challenges that delayed secondary and patient billings and patient statement issuance.

The Company outsourced collections to third party agency partners and hired and trained billing and collection personnel to mitigate the effects of the disruption, however, the Company has experienced more difficulty collecting the aged balances than it originally estimated. While the Company has provided incremental allowances in the prior quarters of 2014 to address the developing deterioration, during the three months ended September 30, 2014, the Company materially changed its estimates based on actual collection experience during and after the acquisition disruption period. As a result, the Company recorded adjustments to reserves in the quarter ended September 30, 2014 of approximately $23.1 million consisting of $19.9 million to its allowance for bad debts and $3.2 million to its contractual adjustment reserves due to the deterioration of the Infusion Services segment accounts receivable aging. The increase in reserves in the three months ended September 30, 2014 was predominantly on aged balances over 365 days old. For the nine months ended September 30, 2014, the incremental adjustments are approximately $28.7 million consisting of $23.1 million to the allowance for doubtful accounts and $5.6 million of contractual adjustment reserves.

Collections of billed revenues have returned to historical Infusion Services segment levels during the three months ended September 30, 2014 while the Company’s accounts receivable over 180 days have increased by $23.0 million since December 31, 2013. As a result, the Company increased the allowance for doubtful accounts by $21.4 million from December 31, 2013 and the allowance for doubtful accounts as a percentage of total accounts receivable is 18.7% at September 30, 2014 compared to 9.4% at December 31, 2013. The following table summarizes the aging of the Company’s net accounts receivable (net of allowance for contractual adjustments and prior to allowance for doubtful accounts), aged based on date of service and categorized based on the three primary overall types of accounts receivable characteristics (in thousands):



	September 30, 2014							December 31, 2013
	0 - 180 days		Over 180 days		Total			0 - 180 days		Over 180 days		Total
Government	$	28,158	$	13,632	$	41,790		$	27,622	$	7,864	$	35,486
Commercial	116,846		35,070		151,916			122,660		26,975		149,635
Patient	4,904		11,263		16,167			2,792		2,110		4,902
Gross accounts receivable	$	149,908	$	59,965	209,873			$	153,074	$	36,949	190,023
Allowance for doubtful accounts					(39,240		)					(17,836		)
Net accounts receivable					$	170,633						$	172,187

The result of this change in estimate was to increase the loss from continuing operations by $23.1 million and $28.7 million for the three months and nine months ended September 30, 2014, respectively. Net loss per share (basic and diluted) increased by $0.34 and $0.42 per share for the three months and nine months ended September 30, 2014, respectively. The tax effect of these adjustments is not significant because the tax benefit would be offset by the change in the valuation allowance.

Variable Interest Entity

The Company previously 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. 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. As of September 30, 2014, the unpaid escrow balance attributable to the Company was $0.5 million. 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, 2014, a receivable of $2.4 million is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11 Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In that case, the liability associated with the unrecognized tax benefit is presented in the financial statements as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. In situations in which a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit will be presented in the financial statements as a liability and will not be combined with deferred tax assets. The Company adopted ASU 2013-11 effective January 1, 2014 with no material impact on its Unaudited Consolidated Financial Statements.

In April 2014, the FASB issued ASU 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”) which amends the existing GAAP discontinued operations classification criteria to require a significant strategic shift in an entity’s operations. The new guidance also simplifies the classification analysis by eliminating the continuing involvement criteria. ASU 2014-08 also requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. ASU 2014-08 becomes effective for the Company on January 1, 2015. The Company is currently evaluating the impact of adopting ASU 2014-08 on its Unaudited Consolidated Financial Statements and anticipates that the adoption will have no material impact on the Unaudited Consolidated Financial Statements.

In May 2014, the FASB issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition - Revenue from Contracts with Customers, which supersedes the guidance in former ASC 605, Revenue Recognition. ASC 606 becomes effective for the Company on January 1, 2017. The Company is currently evaluating the impact of the provisions of ASC 606.

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. There have been no subsequent events that require recognition or disclosure in the Unaudited Consolidated Financial Statements.

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2014

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,
	2014			2013			2014			2013
Numerator:
Loss from continuing operations, net of income taxes	$	(37,575	)	$	(23,756	)	$	(81,442	)	$	(41,415	)
Loss from discontinued operations, net of income taxes	(1,135		)	(10,331		)	(2,400		)	(9,680		)
Net loss	$	(38,710	)	$	(34,087	)	$	(83,842	)	$	(51,095	)

Denominator - Basic and Diluted:
Weighted average number of common shares outstanding	68,615			67,912			68,421			63,368

Loss from continuing operations, basic and diluted	$	(0.55	)	$	(0.37	)	$	(1.19	)	$	(0.66	)
Loss from discontinued operations, basic and diluted	(0.02		)	(0.16		)	(0.04		)	(0.15		)
Loss per common share, basic and diluted	$	(0.57	)	$	(0.53	)	$	(1.23	)	$	(0.81	)

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, 2014 and 2013 excludes the effect of the Company’s 3.1 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 ended September 30, 2014 and 2013 excludes the effect of 3.8 million and 6.3 million shares, respectively, of other common stock equivalents as their inclusion would be anti-dilutive to earnings per common share from continuing operations. For the nine months ended September 30, 2014 and 2013, the computation of diluted shares excludes the effect of 4.2 million and 6.3 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, 2014
Equity [Abstract]
Stockholders' Equity	STOCKHOLDERS’ EQUITY 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 approximately $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 Company's prior credit facility with Healthcare Finance Group (the “Prior Credit Facility”) and (ii) fund a portion of the CarePoint acquisition (see Note 4 - Acquisitions), respectively. The Company used the remaining net proceeds from the offering for general corporate purposes, which included, among other things, 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. This offering is the subject of a putative securities class action lawsuit (see Note 10 - Commitments and Contingencies).

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

ACQUISITIONS

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

CarePoint Partners Holdings LLC

On August 23, 2013, the Company closed on the acquisition of substantially all of the assets and assumption of certain liabilities that constituted the home infusion business (the “CarePoint Business”) of CarePoint Partners Holdings LLC, a Delaware limited liability company, and its subsidiaries (collectively “CarePoint”). CarePoint was a provider of home and alternate-site infusion therapy for patients with complex, acute and chronic illnesses. CarePoint serviced approximately 20,500 patients annually through 28 sites of service in nine states in the East Coast and Gulf Coast regions.

The cash purchase price paid at closing was $211.1 million. The purchase agreement contemplated a targeted level of net working capital. Subsequent to the closing, the Company and the sellers agreed that additional net working capital adjustments of approximately $1.8 million were due to the Company primarily related to the value of accounts receivable and prepaid expenses as of the date of acquisition. The Company received payment for these amounts in June 2014.

In addition, the purchase agreement provides that the purchase price could be increased by contingent consideration of $10.0 million if the CarePoint Business achieves a specified level of product gross profit during the one-year period following the closing date. If the specified level of product gross profit is not achieved, no contingent consideration will be due to the sellers. The Company reported actual product gross profit for the measurement period from September 1, 2013 to August 31, 2014 to the sellers on October 15, 2014. The report indicated that the requisite level of product gross profit was not achieved during the measurement period. Should the sellers disagree with the Company’s report, the purchase agreement provides for the dispute to be settled through arbitration.

At the date of acquisition, the fair value of the $10.0 million contingent consideration was estimated at $9.8 million. The fair value of the contingent consideration was determined using Level 3 inputs based on the present value of various payout scenarios, weighted on the basis of probability. The most important factor in determining the probability of payout was the remaining 2013 forecast and the 2014 budget for the CarePoint Business standalone and merged market sites.

As of September 30, 2014, the fair value of the contingent consideration was remeasured considering that the required product gross profit was not achieved during the measurement period and the uncertainties around the potential arbitration process. The Company believes it will prevail if arbitration is required, however some uncertainty is inherent in any arbitration process. As a result, the fair value of the contingent consideration was maintained at $5.0 million as of September 30, 2014. Should an arbitrator rule against the Company, an additional expense of $5.0 million will be recorded over and above the accrual of $5.0 million estimated at September 30, 2014. Should an arbitrator rule for the Company, the liability for contingent consideration will be reversed and, as a result, additional income of $5.0 million will be recorded. The liability for the contingent consideration is included in accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.

The $0.0 million and $4.8 million of income resulting from the reduction of the fair value of the contingent consideration for the three months and nine months ended September 30, 2014, respectively, is included in the change in fair value of contingent consideration in the accompanying Unaudited Consolidated Statements of Operations

The Company funded the cash payment at closing with a combination of cash on hand and $150.0 million in borrowings under the Senior Credit Facilities (see Note 9 - Debt).

The table below summarizes the Company’s assessment of the fair values of the assets acquired and liabilities assumed as of the date of closing of the acquisition of the CarePoint Business (in thousands):



	Fair Value
Cash	$	14
Accounts receivable	15,917
Inventories	3,184
Other current assets	215
Property and equipment	3,266
Identifiable intangible assets⁽¹⁾	16,700
Current liabilities	(8,697		)
Non-current liabilities	(721		)
Total identifiable net assets	29,878
Goodwill	189,214
Total cash and fair value of contingent consideration	$	219,092


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



	Weighted- Average Useful Lives	Amounts Recognized as of the Closing Date
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 excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition was allocated to goodwill. The value of goodwill represents the value the Company expects to be created by combining the various operations of the CarePoint Business with the Company’s operations, including the expansion into new infusion markets, the opportunity to consolidate and upgrade certain existing facilities, access to new patients and potential cost savings and synergies. The CarePoint transaction was structured such that the amount allocated to goodwill will be deductible for income tax purposes in accordance with applicable tax rules.

The accompanying Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2014 include revenues of $36.5 million and $116.4 million and loss from continuing operations of $2.1 million and $1.1 million for the CarePoint Business, respectively. The accompanying Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2013 include revenues of $14.0 million and income from continuing operations of $1.1 million for the period from the date of acquisition through September 30, 2013.

HomeChoice Partners, Inc.

On February 1, 2013, the Company acquired 100% of the ownership interest in HomeChoice Partners, Inc., a Delaware corporation (“HomeChoice”). Prior to the Company’s acquisition, HomeChoice was a provider of alternate-site infusion pharmacy services that 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 cash purchase price of the HomeChoice acquisition was $72.9 million paid at the closing date. In addition, the purchase agreement provides that the purchase price could be increased by contingent consideration of up to $10.0 million if HomeChoice were to attain certain performance milestones in the first year following the closing and an additional $10.0 million if HomeChoice were to attain certain performance milestones in the second year following the closing, for total possible contingent consideration of up to $20.0 million.

At the date of acquisition, the fair value of the potential contingent consideration, using Level 3 inputs, was estimated at $8.0 million. The $20.0 million maximum contingent consideration was established using aggressive growth targets meant to achieve operating results in excess of transaction valuation model assumptions. Given the aggressiveness of the earnout target threshold, the Company assigned less than 50% probability of payout among the various payout scenarios considered.

While the acquisition has generated revenues as expected in the transaction valuation model, revenues through September 30, 2014 have not exceeded the aggressive earnout performance pace required. Specifically, revenue generating opportunities through various potential business relationships have not come to fruition and thus the probability of attaining the high level of growth required to achieve the earnout has been diminishing over the past year resulting in a lower probability of a future payout of contingent consideration. As of September 30, 2014, the fair value of the contingent consideration was again remeasured at fair value using actual operating results through September 30, 2014 and forecasted operating results for the remainder of 2014. As a result of this remeasurement, the probability of the payment of any contingent consideration appeared negligible. As a result, the fair value of the contingent consideration was reduced to $0.0 million. The $0.1 million and $2.1 million of income resulting from the reduction in the fair value of the contingent liability is included in change in fair value of contingent consideration in the accompanying Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2014.

The accompanying Unaudited Consolidated Statements of Operations include revenues of $22.2 million and $18.9 million and income from continuing operations of $1.2 million, and $1.1 million related to HomeChoice for the three months ended September 30, 2014 and 2013, respectively. The accompanying Unaudited Consolidated Statements of Operations include revenues of $64.7 million and $47.5 million and income from continuing operations of $7.3 million and $0.8 million for the nine months ended September 30, 2014 and for the period from the date of acquisition to September 30, 2013, respectively.

InfuScience, Inc.

On July 31, 2012, the Company acquired 100% of InfuScience, Inc. (“InfuScience”) for a cash payment of $38.3 million. The terms of the agreement provided that the purchase price could be increased by contingent consideration of up to $3.0 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.

At the date of acquisition, the fair value of the potential contingent consideration, determined using Level 3 inputs based on the present value of various payout scenarios and weighted on the basis of probability, was estimated at $2.9 million. During the nine months ended September 30, 2013, the Company made payments of $1.4 million related to the contingent consideration. As of September 30, 2013, the fair value of the contingent consideration was remeasured at fair value using actual operating results through September 30, 2013 and forecasted operating results for the remainder of 2013. As a result of this remeasurement, the fair value of the remaining contingent consideration was reduced to $1.1 million and is included in accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets at September 30, 2013. The $0.4 million of income resulting from the reduction in the fair value of the contingent liability is included in change in fair value of contingent consideration in the accompanying Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2013. As of September 30, 2014, the Company has made contingent payments of $3.0 million based on the achievement of expected operating results and as a result, the contingent consideration has been fully paid.

Acquisition and Integration Costs

Expenses incurred to integrate acquisitions are recorded in acquisition and integration expenses of the accompanying Unaudited Consolidated Statements of Operations. These costs include legal and financial advisory fees associated with acquisitions; employee severance related to staff rationalization; temporary redundant costs and integration costs to convert to common policies, procedures, and information systems. The following table summarizes the acquisition and integration expenses for the three months and nine months ended September 30, 2014 and 2013 related to the CarePoint Business, HomeChoice Partners, and InfuScience acquisitions (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Legal and professional fees	$	1,689	$	1,130	$	4,235	$	4,089
Financial advisory fees	—		2,413		—		2,413
Employee costs including redundant salaries and benefits and severance	312		876		1,892		2,353
Facilities consolidation and discontinuation	364		198		1,022		1,214
Change in revenue reserves related to acquired accounts receivable	451		—		5,871		—
Legal settlement	1		—		334		2,300
Other	105		273		1,400		656
Total	$	2,922	$	4,890	$	14,754	$	13,025

The change in revenue reserves includes adjustments to the allowance for doubtful accounts and allowance for contractual discounts related to accounts receivable acquired in connection with the CarePoint Business and HomeChoice acquisitions that are no longer deemed collectible. These acquired accounts receivable and contractual discounts were reserved at historical collection rates as of December 31, 2013. Based on lower than expected collections in 2014, the Company no longer expects to achieve historical collection rates on the acquired accounts receivable.

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, 2014 and 2013 as if the CarePoint and HomeChoice acquisitions had occurred as of January 1, 2013 (in thousands except per share data):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues	$	243,959		$	214,317		$	730,377		$	651,344
Loss from continuing operations, net of income taxes	$	(37,575	)	$	(24,834	)	$	(81,442	)	$	(41,622	)
Basic and diluted loss per share from continuing operations	$	(0.55	)	$	(0.37	)	$	(1.19	)	$	(0.66	)

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 and HomeChoice. 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 or HomeChoice.

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 and HomeChoice acquisitions been completed on January 1, 2013. 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,
	2014		2013			2014		2013
Interest expense	$	—	$	247		$	—	$	1,578
Amortization expense	$	—	$	(504	)	$	—	$	(866	)
Income tax benefit (expense)	$	—	$	(622	)	$	—	$	(2,785	)

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

Sale of Home Health Business

On March 31, 2014, the Company completed the sale of substantially all of the Company’s Home Health Services segment (the “Home Health Business”) pursuant to the Stock Purchase Agreement dated as of February 1, 2014 (the “Stock Purchase Agreement”), as amended, by and among LHC Group, Inc., a Delaware corporation, and certain of its subsidiaries (collectively, the “Buyer”) and the Company and Elk Valley Professional Affiliates, Inc. (“EVPA”), South Mississippi Home Health, Inc. (“SMHH”), and Deaconess Homecare, LLC (collectively the “Seller”). The Buyer agreed to acquire the Home Health Business, consisting of (1) all of the issued and outstanding shares of capital stock of EVPA owned by the Seller, (2) all of the issued and outstanding shares of capital stock of SMHH owned by the Seller, and (3) all of the issued and outstanding membership interests in two limited liability companies (collectively, the “Holding Newcos” and, together with EVPA and SMHH, the “Subject Companies”) that were wholly-owned subsidiaries of the Seller, formed for the purpose of the sale to hold indirectly the Seller’s other assets and operating liabilities related to the operation of the Home Health Business. On the closing date, the Company also entered into an Amendment No. 1 (the “Amendment”) to the Stock Purchase Agreement in connection with the closing. The Amendment modified the Stock Purchase Agreement to (i) exclude from the home health business conducted by the Company at one of its locations, and (ii) reduce by $0.5 million the total consideration to be received by the Company, to approximately $59.5 million.

Pursuant to the terms of the Stock Purchase Agreement, as amended, the Company received total consideration of approximately $59.5 million paid in cash (the “Purchase Price”) at closing. The Company used a portion of the net proceeds from the sale to pay down a portion of the Company’s outstanding debt. Subsequently, the Purchase Price was adjusted for net working capital of the Subject Companies as of the closing date that resulted in an additional payment to the Company of approximately $1.1 million. As a result of this adjustment, the final Purchase Price received by the Company was approximately $60.6 million.

The sale of the Home Health Business is consistent with the Company’s continuing strategic evaluation of its non-core businesses and its decision to continue to focus growth initiatives and capital in the Infusion Services segment. As a result, the Company has decided to cease the material portion of its Home Health operations at the one location excluded from the Stock Purchase Agreement, as amended, and has reclassified its operations to discontinued operations for all prior periods in the accompanying Unaudited Consolidated Financial Statements. In addition, the Unaudited Consolidated Statements of Operations previously reported by the Company as of March 31, 2014 have been reclassified to include this Home Health location in income from discontinued operations, net of income taxes. The effect of this reclassification reduced total revenue by $0.3 million to $239.3 million and reduced loss from continuing operations, net of income taxes by $0.2 million to $25.3 million for the three months ended March 31, 2014. The reclassification had no effect on previously reported net loss or net loss per common share for the three months ended March 31, 2014.

As of the March 31, 2014 closing date of the sale of the Home Health Business, the carrying value of the net assets of the Subject Companies was as follows (in thousands):



	Carrying Value
Net accounts receivable	$	12,597
Prepaid expenses and other current assets	242
Total current assets	12,839
Property and equipment, net	402
Goodwill	33,784
Intangible assets	15,400
Other non-current assets	28
Total assets	62,453
Accounts payable	673
Amounts due to plan sponsors	229
Accrued expenses and other current liabilities	3,008
Total liabilities	3,910
Net assets	$	58,543

The estimated pre-tax gain on sale of the Home Health Business is approximately $2.1 million based on the March 31, 2014 net asset balances above and before financial advisory fees, legal expenses and other one-time transactions costs and including the net working capital adjustment. The net assets of the Subject Companies have been reclassified to discontinued operations for all prior periods in the accompanying Unaudited Consolidated Financial Statements.

The operating results included in discontinued operations of the Home Health Business for the three months and nine months ended September 30, 2014 and 2013 are summarized as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenue	$	196		$	18,248		$	18,588		$	54,709
Gross profit	$	(68	)	$	7,027		$	6,886		$	21,514
Selling, general and administrative expenses	512			5,964			7,887			17,554
Bad debt expense	3			323			903			763
Income (loss) from operations	(583		)	740			(1,904		)	3,197
Gain on sale before income taxes	(11		)	—			2,056			—
Financial advisor fee and legal expenses	—			—			(2,875		)	—
Impairment of assets	—			—			(452		)	—
Other costs and expenses	—			—			(47		)	—
Income (loss) before income taxes	(594		)	740			(3,222		)	3,197
Income tax expense (benefit)	(57		)	(574		)	(4,243		)	11
Income (loss) from discontinued operations, net of income taxes	$	(537	)	$	1,314		$	1,021		$	3,186

Pharmacy Services Asset Sale

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. As a result of the Pharmacy Services Asset Sale, the Company has recognized a total pretax gain of $108.1 million, net of transaction costs and other one-time charges as a result of the transaction. The Company used a portion of the net proceeds from the sale to pay down the Company’s outstanding debt and a portion was used to invest in the Infusion Services segment.

The purchase price excluded all accounts receivable and working capital liabilities related 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 remained at December 31, 2013.

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. As a result of the divestiture process, the Company assessed its continuing operations in order to align its corporate structure with its remaining operations. As part of these efforts, the Company has incurred and expects to continue to incur additional expenses that may impact the Company’s future consolidated financial statements. These additional costs, including employee severance and other benefit-related costs, facility-related costs, and other one-time charges are included in income (loss) from discontinued operations, net of income taxes in the Unaudited Consolidated Statements of Operations.

The operating results of the divested traditional and specialty pharmacy mail operations and community pharmacies included in discontinued operations for the three months and nine months ended September 30, 2014 and 2013, are summarized below (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenue	$	—		$	(3	)	$	—		$	(58	)
Gross profit	$	—		$	580		$	(27	)	$	503
Operating expenses	598			3,768			3,394			4,960
Legal settlement expense	—			15,000			—			15,000
Interest (income) expense	—			—			—			(41		)
Gain on sale, before income taxes	—			6,543			—			6,550
Income (loss) from discontinued operations, net of income taxes	$	(598	)	$	(11,645	)	$	(3,421	)	$	(12,866	)

Operating expenses during the three months and nine months ended September 30, 2014 primarily consist of legal fees related to the legal proceedings discussed in Note 10 - Commitments and Contingencies.

Effective January 8, 2014, the Company entered into a Stipulation and Order of Settlement and Dismissal (the “Federal Settlement Agreement”) with the U.S. Department of Justice (the “DOJ”) and a qui tam relator (the “Relator”). The Federal Settlement Agreement represented the federal and private component of an agreement in principle to settle all civil claims under the False Claims Act and related statutes and all common law claims that could have been brought by the DOJ and Relator that arose out of the distribution of the Novartis Pharmaceutical Corporation’s product Exjade® (the “Medication”) by the Company’s traditional and specialty pharmacy mail operations and community retail pharmacy stores prior to its divestiture in May 2012. Further, effective February 11, 2014, the Company entered into State Settlement Agreements with the offices of the Attorneys General of thirty-four states (the “Settling States”). The State Settlement Agreements represented the state component of the Company’s agreement in principle to settle the claims that could have been brought by the Settling States that arose out of the distribution of the Medication. During the year ended December 31, 2013, the Company accrued $15.0 million related to the Settlement Agreements and included the amount and related legal fees and expenses in income (loss) from discontinued operations, net of income taxes in the Consolidated Statements of Operations (see Note 10 - Commitments and Contingencies).

As of September 30, 2014 and December 31, 2013, there were accruals of $12.8 million and $16.3 million, respectively, related to these costs in accrued expenses and other current liabilities and other non-current liabilities on the Consolidated Balance Sheets. The accrual activity consisted of the following (in thousands):



	Legal Settlement			Employee Severance and Other Benefits			Other Costs			Total
Balance at December 31, 2013	$	15,000		$	92		$	1,195		$	16,287
Expenses	291			—			3,225			3,516
Cash payments	(3,014		)	(92		)	(3,756		)	(6,862		)
Non-cash charges and adjustments	—			—			(95		)	(95		)
Balance at September 30, 2014	$	12,277		$	—		$	569		$	12,846

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

+ Details

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

Goodwill consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands):



	Infusion Services		PBM Services		Total
Balance at December 31, 2013	$	558,593	$	12,744	$	571,337
Other adjustments	1,986		—		1,986
Balance at September 30, 2014	$	560,579	$	12,744	$	573,323

At December 31, 2013, goodwill of $33.8 million related to the Home Health Business sold on March 31, 2014 is included in non-current assets of discontinued operations in the accompanying Consolidated Balance Sheets (see Note 5 - Discontinued Operations). The increase in the Infusion Services segment goodwill primarily results from purchase price adjustments related to the CarePoint Business acquisition net working capital adjustments related to the value of accounts receivable and prepaid expenses (see Note 4 - Acquisitions).

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, 2014 unless an interim goodwill impairment test is required.

Intangible assets consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands):



	September 30, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Infusion customer relationships	$	25,650	$	(15,481	)	$	10,169	$	25,650	$	(12,062	)	$	13,588
Infusion trademarks	6,200		(4,880		)	1,320		6,200		(3,514		)	2,686
Non-compete agreements	1,500		(1,108		)	392		1,500		(950		)	550
	$	33,350	$	(21,469	)	$	11,881	$	33,350	$	(16,526	)	$	16,824

Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:



	Estimated Useful Life
Infusion customer relationships	5 months - 4 years
Infusion trademarks	23 months - 3 years
Non-compete agreements	1 to 5 years

Intangible assets of $15.4 million related to the Home Health Business sold on March 31, 2014 are included in non-current assets of discontinued operations in the accompanying Consolidated Balance Sheets at December 31, 2013 (see Note 5 - Discontinued Operations).

The estimated fair value of intangible assets was calculated using level 3 inputs based on the present value of anticipated future benefits. Total amortization of intangible assets was $1.6 million and $1.0 million for the three months ended September 30, 2014 and 2013, respectively, and $4.9 million and $4.8 million for the nine months ended September 30, 2014 and 2013, respectively. Future amortization expense is anticipated to be as follows (in thousands):



2014 (three months)	$	1,620
2015	5,318
2016	3,078
2017	1,799
2018 and beyond	66
Total	$	11,881

- 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, 2014

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”). Restructuring Phase II is continuing as the Company divests other businesses and adjusts the Company’s overhead expenses to support the Infusion Services segment.

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 $0.2 million related to facility-related costs during the nine months ended September 30, 2014. The Company did not incur any significant restructuring expenses related to Phase I during the nine months ended September 30, 2013, although some amounts previously accrued were adjusted.

Since inception of Restructuring Phase I, the Company has incurred approximately $10.3 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 $1.8 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, 2014, there are restructuring accruals of $0.5 million related to Phase I included in accrued expenses and other current liabilities and other non-current liabilities on the Consolidated Balance Sheets. The restructuring accrual activity consisted of the following (in thousands):



	Facility-Related Costs			Total
Balance at December 31, 2013	$	521		$	521
Expenses	186			186
Cash payments	(256		)	(256		)
Balance at September 30, 2014	$	451		$	451

Restructuring Phase II

As a result of Restructuring Phase II, the Company incurred restructuring expenses of approximately $1.2 million and $8.0 million during three months and nine months ended September 30, 2014, respectively, consisting of employee severance and other benefit-related costs as the result of workforce reductions and third-party consulting costs. Restructuring expenses for the three months and nine months ended September 30, 2013 were $47.0 thousand and $0.7 million, respectively.

Since inception of Phase II of restructuring, the Company has incurred approximately $13.4 million in total expenses, consisting of $4.2 million of employee severance and other benefit-related costs related to workforce reductions, $8.0 million in third party consulting costs and $1.2 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, 2014, there are restructuring accruals of approximately $1.2 million related to Phase II included in accrued expenses and other current liabilities and other non-current liabilities on the 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, 2013	$	896		$	1,551		$	34		$	2,481
Expenses	1,581			6,183			245			8,009
Cash payments	(2,119		)	(6,894		)	(245		)	(9,258		)
Balance at September 30, 2014	$	358		$	840		$	34		$	1,232

Other Expenses

Other expenses include training and transitional costs, redundant salaries, certain fees associated with the Pharmacy Services Asset Sale and the sale of its Home Health Business and the Company’s equity in the net loss of its unconsolidated affiliate. Other expenses totaled $0.7 million and $0.7 million for the three months ended September 30, 2014 and 2013, respectively, and $2.3 million and $2.7 million for the nine months ended September 30, 2014 and 2013, respectively.

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

PROPERTY AND EQUIPMENT

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



	September 30, 2014			December 31, 2013
Computer and office equipment	$	23,287		$	19,961
Software capitalized for internal use	16,686			13,746
Vehicles, including equipment acquired under capital leases	2,219			2,056
Medical equipment, including equipment acquired under capital leases	29,129			22,247
Work in progress	3,566			8,815
Furniture and fixtures	4,469			4,291
Leasehold improvements	13,215			12,082
	92,571			83,198
Less: Accumulated depreciation	(52,522		)	(42,016		)
Property and equipment, net	$	40,049		$	41,182

The Company had an insignificant amount of vehicles and medical equipment under capital lease as of September 30, 2014 and December 31, 2013.

Depreciation Expense

Depreciation expense, including expense related to assets under capital lease, was $4.2 million and $3.2 million for the three months ended September 30, 2014 and 2013, respectively, and $12.0 million and $8.2 million for the nine months ended September 30, 2014 and 2013, respectively. Depreciation expense includes costs related to software capitalized for internal use of $0.6 million and $0.4 million for the three months ended September 30, 2014 and 2013, respectively, and $1.8 million and $1.0 million for the nine months ended September 30, 2014 and 2013, respectively.

DEBT

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt

DEBT

As of September 30, 2014 and December 31, 2013, the Company’s debt consisted of the following obligations (in thousands):



	September 30, 2014		December 31, 2013
Revolving Credit Facility	$	4,500	$	40,003
Term Loan Facilities	222,757		395,000
2021 Notes, net of unamortized discount	195,327		—
Capital leases	696		576
Total Debt	423,280		435,579
Less: Current portion	4,925		60,257
Long-term debt, net of current portion	$	418,355	$	375,322

Senior Credit Facilities

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.

On December 23, 2013, the Company entered into the First Amendment to the Senior Credit Facilities pursuant to which the Company obtained the required consent of the lenders to enter into the Settlement Agreements (see Note 10 - Commitments and Contingencies) and to begin making payments, in accordance with the payment terms, on the settlement amount of $15.0 million.

On January 31, 2014, the Company entered into the Second Amendment to the Senior Credit Facilities, which, among other things (i) provides additional flexibility with respect to compliance with the maximum net leverage ratio for the fiscal quarters ending December 31, 2013 through and including December 31, 2014, (ii) provides additional flexibility under the indebtedness covenants to permit the Company to obtain up to $150.0 million of second-lien debt and issue up to $250.0 million of unsecured bonds, provided that 100% of the net proceeds are applied first to the Revolving Credit Facility, with no corresponding permanent commitment reduction, and then on a pro rata basis to the Term Loan B Facility and the Delayed Draw Term Loan Facility (collectively, the “Term Loan Facilities”), (iii) provides the requisite flexibility to sell non-core assets, subject to the satisfaction of certain conditions, and (iv) increased the applicable interest rates for each of the Term Loan Facilities to the Eurodollar rate plus 6.00% or the base rate plus 5.00%, until the occurrence of certain pricing decrease triggering events, as defined in the amendment. Upon the occurrence of a pricing decrease triggering event, the interest rates for the Senior Credit Facilities may revert to the Eurodollar rate plus 5.25% or the base rate plus 4.25%.

As discussed below, the net proceeds of approximately $194.5 million from the issuance on February 11, 2014 of 8.875% senior notes due 2021 (the “2021 Notes”) were used to repay $59.3 million of the Revolving Credit Facility and $135.2 million of the Term Loan Facilities. In addition, approximately $54.2 million of the net proceeds from the sale of the Home Health Business (see Note 5 - Discontinued Operations) were used to repay $17.2 million of the Revolving Credit Facility and $37.0 million of the Term Loan Facilities. Once repaid, amounts under Term Loan Facilities may not be reborrowed. The Senior Credit Facilities are secured by substantially all of the Company’s and its subsidiaries’ assets.

The partial repayments of the Senior Credit Facilities as a result of the issuance of the 2021 Notes and from the sale of the Home Health Business were pricing decrease triggering events that resulted in the interest rates reverting to the Eurodollar rate plus 5.25% or the base rate plus 4.25%. As of September 30, 2014, the interest rate related to the Revolving Credit Facility is approximately 7.50% and 6.50% for the Term Loan Facilities. 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 Facilities each mature on July 31, 2020 at which time the remaining principal amount of approximately $222.8 million is due and payable.

Issuance of 2021 Notes

On February 11, 2014, the Company issued $200.0 million aggregate principal amount of the 2021 Notes. The 2021 Notes are senior unsecured obligations of the Company and are fully and unconditionally guaranteed by all existing and future subsidiaries of the Company. The 2021 Notes were offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act pursuant to an Indenture (the “2021 Notes Indenture”), dated February 11, 2014, by and among the Company, the guarantors named therein and U.S. Bank National Association, as trustee.

Interest on the 2021 Notes accrues at a fixed rate of 8.875% per annum and is payable in cash semi-annually, in arrears, on February 15 and August 15 of each year, commencing on August 15, 2014. The debt discount of $5.0 million at issuance is being amortized as interest expense through maturity which will result in the accretion over time of the outstanding debt balance to the principal amount. As of September 30, 2014, there are no quoted prices or active markets for the 2021 Notes. The 2021 Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness.

The 2021 Notes are guaranteed on a full, joint and several basis by each of the Company’s existing and future domestic restricted subsidiaries that is a borrower under any of the Company’s credit facilities or that guarantees any of the Company’s debt or that of any of its restricted subsidiaries, in each case incurred under the Company’s credit facilities.

The Company may redeem some or all of the 2021 Notes prior to February 15, 2017 by paying a “make-whole” premium. The Company may redeem some or all of the 2021 Notes on or after February 15, 2017 at specified redemption prices. In addition, prior to February 15, 2017, the Company may redeem up to 35% of the 2021 Notes with the net proceeds of certain equity offerings at a price of 108.875% plus accrued and unpaid interest, if any. The Company is obligated to offer to repurchase the 2021 Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events. These restrictions and prohibitions are subject to certain qualifications and exceptions.

The 2021 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of certain of the Company’s subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) make investments, (viii) sell assets, including capital stock of subsidiaries, (ix) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (x) enter into transactions with affiliates. In addition, the 2021 Notes Indenture requires, among other things, the Company to provide financial and current reports to holders of the 2021 Notes or file such reports electronically with the U.S. Securities and Exchange Commission (the “SEC”). These covenants are subject to a number of exceptions, limitations and qualifications set forth in the 2021 Notes Indenture.

Pursuant to the terms of the Second Amendment to the Senior Credit Facilities, the Company used the net proceeds of the 2021 Notes of approximately $194.5 million to repay $59.3 million of the Revolving Credit Facility and $135.2 million of the Term Loan Facilities.

In connection with the issuance of the 2021 Notes, the Company entered into a registration rights agreement on February 11, 2014 with certain guarantors of the 2021 Notes named therein and Jefferies LLC, on behalf of itself and the other initial purchasers named therein (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file an exchange offer registration statement to exchange the 2021 Notes for substantially identical notes registered under the Securities Act unless the exchange offer is not permitted by applicable law or the policy of the SEC. The Company has also agreed to file a shelf registration statement to cover resales of notes under certain circumstances. The Company has agreed to file the exchange offer registration statement with the SEC within 360 days of the issue date of the 2021 Notes and use commercially reasonable efforts to have the exchange offer registration statement declared effective within 450 days of the issue date and to complete the exchange offer with respect to the 2021 Notes within 30 days of effectiveness. In addition, the Company agreed to use commercially reasonable efforts to file the shelf registration statement as promptly as practicable and to use commercially reasonable efforts to cause such shelf registration statement to be declared effective by the SEC within 90 days of the event giving rise to such obligation. If the Company fails to satisfy its registration obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the 2021 Notes under certain circumstances.

Deferred Financing Costs

In connection with the issuance of the 2021 Notes, the Company incurred underwriting fees, agent fees, legal fees and other expenses of $1.1 million that are being amortized over the term of the 2021 Notes.

Interest Expense, net

Interest expense consisted of the following for the three months and nine months ended September 30, 2014 and 2013 (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Revolving Credit Facility	$	413		$	184	$	1,181		$	184
Term Loan Facilities	3,700			3,858		13,119			3,858
Prior Credit Facility	—			6		—			827
2015 Notes	—			2,428		—			13,960
2021 Notes	4,646			—		11,390			—
Amortization of deferred financing costs	730			688		3,280			1,410
Amortization of debt discount	132			—		327			—
Other, net	(58		)	19		(100		)	(70		)
Interest expense, net	$	9,563		$	7,183	$	29,197		$	20,169

The increase in interest expense during the three months and nine months ended September 30, 2014 as compared to the same periods in 2013 results from higher debt levels partially offset by lower interest rates. The increase in debt primarily relates to the acquisition of the CarePoint Business.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2014

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

Effective January 8, 2014, the Company entered into the Federal Settlement Agreement with the DOJ and David M. Kester (the “Relator”). The Federal Settlement Agreement represented the federal and private component of the Company’s agreement to settle all civil claims under the False Claims Act and related statutes and all common law claims (collectively, the “Claims”) that could have been brought by the DOJ and Relator in the qui tam lawsuit filed in the Southern District of New York (the “SDNY”) by the Relator relating to the distribution of the Medication by the Company’s legacy specialty pharmacy division (the “Legacy Division”) that was divested in May 2012 (the “Civil Action”). Until January 8, 2014, the Company was prohibited from publicly disclosing any information related to the existence of the Civil Action. On January 8, 2014, the Civil Action was unsealed and made public on order of the court. Effective February 11, 2014, the Company entered into the State Settlement Agreements with the Settling States. The State Settlement Agreements represented the state component of the Company’s agreement to settle the Claims that could have been brought by the Settling States that arose out of the Legacy Division’s distribution of the Medication.

With the execution of the Federal Settlement Agreement and the State Settlement Agreements (collectively the “Settlement Agreements”), the Company expects the Civil Action to be fully resolved, and also expects to be fully resolved the federal and state claims that were or could have been raised in the Civil Action. All federal claims and all state claims by the Settling States that have been or could be brought against it in the Civil Action have been dismissed with prejudice. The State Settlement Agreements expressly recognize and affirmatively provide that, by entering into the State Settlement Agreements, the Company has not made any admission of liability and the Company expressly denies the allegations in the Civil Action.

As a part of the State Settlement Agreements, the Company has also resolved any and all claims that the Settling States or their representatives, including the National Association of Medicaid Fraud Control Units (the “NAMFCU”) (which represented the offices of the Attorneys General of the Settling States), could bring for attorney’s fees, investigative fees and/or administrative costs related to the Civil Action. The Company has also separately resolved any and all claims for certain investigative/administrative costs and attorney’s fees related to the Civil Action incurred by the DOJ, Relator and the NAMFCU for approximately $1.1 million in the aggregate. The Company does not anticipate any further claims relating to the matters involved in the Settlement Agreements. The Settlement Agreements do not, however, preclude the U.S. Department of Health and Human Services, the Office of the Inspector General or any state from taking any administrative actions.

Under the Settlement Agreements, the Company will pay an aggregate of $15.0 million, plus interest (at an annual rate of 3.25%) in three approximately annual payments from January 2014 through January 2016. The Settlement Agreements represented a compromise to avoid the costs, distraction and uncertainty of protracted litigation. The Settlement Agreements do not include any admission of wrongdoing, illegal activity, or liability by the Company or its employees, directors, officers or agents.

During the year ended December 31, 2013, the Company included in its results of discontinued operations an accrual of $15.0 million in connection with the government’s investigation regarding certain operations of the Legacy Division. As of September 30, 2014, the Company has paid $3.0 million, including interest, related to the Settlement Agreements and $450,000 of fees to the Relator.

Securities Class Action Litigation in the Southern District of New York

On September 30, 2013, a putative securities class action lawsuit was filed against the Company and certain of its officers on behalf of the putative class of purchasers of our securities between August 8, 2011 and September 20, 2013, inclusive.

On November 15, 2013, a putative securities class action lawsuit was filed against the Company and certain of its directors and officers and certain underwriters in the Company’s April 2013 underwritten public offering of its common stock, on behalf of the putative class of purchasers of our securities between August 8, 2011 and September 23, 2013, inclusive.

On December 19, 2013, the United States District Court for the SDNY entered an order consolidating the two class action lawsuits and appointing a lead plaintiff. The Company denies any allegations of wrongdoing in the consolidated class action lawsuit. The lead plaintiff filed a consolidated complaint on February 19, 2014 against the Company, certain of its directors and officers, certain underwriters in the Company’s April 2013 underwritten public offering of its common stock, and a certain stockholder of the Company. The consolidated complaint is brought on behalf of a putative class of purchasers of the Company’s securities between November 9, 2012 and November 6, 2013, inclusive, and persons and entities who purchased the Company’s securities pursuant or traceable to two underwritten public offerings of the Company’s common stock conducted in April 2013, and August 2013. The consolidated complaint alleges generally that the defendants made material misstatements and/or failed to disclose matters related the Legacy Division’s distribution of the Medication as well as the Company’s PBM Services segment. The consolidated complaint asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. All defendants in the case moved to dismiss the consolidated complaint on April 28, 2014. Briefing on the motion to dismiss was complete on July 28, 2014. The Company believes all of the claims in these class action lawsuits are without merit and intends 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 these actions. Additional similar lawsuits may be filed. Moreover, the Company is not able to predict the outcome or reasonably estimate a range of possible loss at this time.

Professional Home Care Services Litigation

On March 31, 2009, Professional Home Care Services, Inc. (“PHCS”), a subsidiary of the Company, was sued by Alexander Infusion, LLC, a New York-based home infusion company (“Alexander Infusion”), in the Supreme Court of the State of New York (the “Lawsuit”). The complaint alleged 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. On April 4, 2014, PHCS and the Company entered into a settlement agreement with Alexander Infusion and its affiliate Avantiscripts, LLC (collectively the “Alexander Parties”) to resolve all outstanding claims arising out of the Lawsuit in exchange for payment by PHCS to the Alexander Parties in the amount of $325,000, and the Lawsuit was dismissed on April 8, 2014. The Company did not pay any cash under the settlement agreement. Rather, the settlement amount of $325,000 was offset against an amount of $325,000 on accounts receivable due to the Company from the Alexander Parties. In addition, under the merger agreement dated as of January 24, 2010, by and among the Company, CHS and the former CHS stockholders, the former CHS stockholders agreed to indemnify the Company, subject to certain limits, in connection with any losses arising from claims made in respect of the acquisition agreement entered into between PHCS and Alexander Infusion.

PBM Services Payment Delay

The Company has historically engaged a third party processor to process PBM Services cash card claims. The third party processor has ceased paying amounts due to the Company. As of September 30, 2014, the total amount owed to the Company is approximately $6.8 million. The Company has initiated arbitration to collect approximately $6.8 million due from the third party processor. As of September 30, 2014, no reserve has been provided for the amounts due to the Company.

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, laws governing the practice of pharmacy and nursing, and a wide variety of consumer protection, insurance and other state laws and regulations. While management believes the Company is in substantial compliance with all existing laws and regulations material to the operation of its business, 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 with all laws, rules and regulations that affects 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 obtain or maintain any of the regulatory approvals that may be required to operate its business, and the costs associated with obtaining or maintaining such approvals, or the failure to obtain or maintain such approvals could have a material effect on the Company’s Consolidated Financial Statements.

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, 2014, future minimum lease payments, including interest, under operating and capital leases are as follows (in thousands):



	Operating Leases		Capital Leases		Total
2014 (three months)	$	2,265	$	122	$	2,387
2015	8,332		418		8,750
2016	6,785		122		6,907
2017	5,775		62		5,837
2018	3,987		11		3,998
2019 and thereafter	4,793		—		4,793
Total	$	31,937	$	735	$	32,672

Rent expense for leased facilities and equipment was approximately $2.0 million and $2.0 million for the three months ended September 30, 2014 and 2013, respectively, and $5.9 million and $5.6 million for the nine months ended September 30, 2014 and 2013, respectively.

Purchase Commitments

As of September 30, 2014, the Company had commitments to purchase prescription drugs from drug manufacturers of approximately $11.0 million during the remainder of 2014 and $47.4 million for the year ending December 31, 2015. 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, 2014

Segment Reporting [Abstract]

Operating and Reportable Segments

OPERATING AND REPORTABLE SEGMENTS

Following the sale of substantially all of the Company’s Home Health Services segment, the Company’s operating and reportable segments, “Infusion 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 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.

As a result of the sale of substantially all of the Company’s Home Health Services segment, prior period operating results and supplementary data have been reclassified to exclude the Home Health Services segment.

Segment Reporting Information

(in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Results of Operations:
Revenue:
Infusion Services - product revenue	$	226,421		$	169,011		$	667,601		$	469,594
Infusion Services - service revenue	5,122			5,614			15,559			15,282
Total Infusion Services revenue	231,543			174,625			683,160			484,876
PBM Services - service revenue	12,416			16,006			47,217			59,098
Total revenue	$	243,959		$	190,631		$	730,377		$	543,974

Adjusted EBITDA by Segment before corporate overhead:
Infusion Services	$	(6,344	)	$	14,623		$	24,811		$	40,615
PBM Services	1,625			4,274			5,137			15,385
Total Segment Adjusted EBITDA	(4,719		)	18,897			29,948			56,000

Corporate overhead	(7,893		)	(7,483		)	(22,385		)	(23,531		)

Interest expense, net	(9,563		)	(7,183		)	(29,197		)	(20,169		)
Loss on extinguishment of debt	—			(15,898		)	—			(15,898		)
Income tax (expense) benefit	(1,930		)	13			(8,484		)	42
Depreciation	(4,205		)	(3,225		)	(11,999		)	(8,169		)
Amortization of intangibles	(1,620		)	(1,009		)	(4,943		)	(4,801		)
Stock-based compensation expense	(1,753		)	(1,427		)	(6,637		)	(7,260		)
Acquisition and integration expenses	(2,922		)	(4,890		)	(14,754		)	(13,025		)
Restructuring and other expenses and investments	(2,970		)	(1,551		)	(12,991		)	(4,604		)
Loss from continuing operations, net of income taxes	$	(37,575	)	$	(23,756	)	$	(81,442	)	$	(41,415	)

Supplemental Operating Data
							September 30, 2014			December 31, 2013
Total Assets:
Infusion Services							$	783,658		$	793,475
PBM Services							29,009			25,239
Corporate unallocated, including cash and cash equivalents							46,169			53,169
Assets from discontinued operations							—			64,959
Assets associated with discontinued operations, not sold							7			16
Total Assets							$	858,843		$	936,858

- 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
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

+ Details

CONCENTRATION OF RISK	9 Months Ended
CONCENTRATION OF RISK	Sep. 30, 2014
Risks and Uncertainties [Abstract]
Concentration of Risk	CONCENTRATION OF RISK Customer and Credit Risk The Company provides trade credit to its customers in the normal course of business. UnitedHealthcare accounted for approximately 22% of revenue during the three months and nine months ended September 30, 2014 and 22% for the three months and nine months ended September 30, 2013. In addition, Medicare accounted for approximately 11% and 12% of revenue during the three months and nine months ended September 30, 2014, respectively, and approximately 10% during the three months and nine months ended September 30, 2013. 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 20% of revenue during the three months ended September 30, 2014 and 2013, respectively, and 18% and 19% for the nine months ended September 30, 2014 and 2013, respectively. The revenue is related to the Infusion Services segment.

INCOME TAXES

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

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, 2014 and 2013 is summarized in the following table (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014		2013
Current
Federal	$	—	$	287		$	—	$	(613	)
State	70		(378		)	266		(522		)
Total current	70		(91		)	266		(1,135		)
Deferred
Federal	1,653		275			7,297		1,160
State	207		(197		)	921		(67		)
Total deferred	1,860		78			8,218		1,093
Total income tax expense (benefit)	$	1,930	$	(13	)	$	8,484	$	(42	)

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, 2014 and 2013 is summarized as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Tax benefit at statutory rate	$	(12,464	)	$	(8,319	)	$	(25,508	)	$	(14,510	)
State tax expense (benefit), net of Federal taxes	43			(408		)	168			(756		)
Change in tax contingencies	2			11			5			(495		)
Valuation allowance changes affecting income tax expense	14,295			9,206			33,651			15,499
Non-deductible transaction costs and other	54			(503		)	168			220
Income tax expense (benefit)	$	1,930		$	(13	)	$	8,484		$	(42	)

STOCK-BASED COMPENSATION	9 Months Ended
STOCK-BASED COMPENSATION	Sep. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	STOCK-BASED COMPENSATION BioScrip Equity Incentive Plan 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. On May 8, 2014, the Company’s stockholders (i) approved an amendment to the 2008 Plan to increase the number of authorized shares of common stock available for issuance by 2,500,000 shares (the “2014 Additional Shares”) to 9,355,000 shares and to clarify that cash dividends or dividend equivalents may not be paid to holders of unvested restricted stock units, restricted stock grants and performance units until such awards are vested and non-forfeitable; and (ii) re-approved the material terms of the performance goals that are a part of the 2008 Plan. On September 19, 2014, the Company filed a Registration Statement on Form S-8 to register the issuance of the 2014 Additional Shares that were approved by the Company’s stockholders on May 8, 2014. As of September 30, 2014, 1,857,622 shares remain 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”). 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. As of May 8, 2014, the Company will no longer grant awards under the BioScrip/CHS Plan. Stock Options The Company recognized compensation expense related to stock options of $1.8 million and $1.5 million during the three months ended September 30, 2014 and 2013, respectively, and $5.2 million and $4.8 million during the nine months ended September 30, 2014 and 2013, respectively. Restricted Stock The Company recognized compensation expense related to restricted stock awards of $0.2 million and $1.1 million during the three months ended September 30, 2014, respectively, and 2013 and $1.5 million and $2.4 million during the nine months ended September 30, 2014 and 2013, respectively. Stock Appreciation Rights The Company recognized compensation (benefit) expense related to stock appreciation rights awards of $(0.3) million and $(1.3) million during the three months ended September 30, 2014 and 2013, respectively, and $(0.1) million and $0.1 million during nine months ended September 30, 2014 and 2013, respectively. 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, 2014, no shares have been issued and no expense has been incurred under the ESPP. The Company is currently in the roll-out and implementation phase of the ESPP.

BASIS OF PRESENTATION (Tables)

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

The following table summarizes the aging of the Company’s net accounts receivable (net of allowance for contractual adjustments and prior to allowance for doubtful accounts), aged based on date of service and categorized based on the three primary overall types of accounts receivable characteristics (in thousands):



	September 30, 2014							December 31, 2013
	0 - 180 days		Over 180 days		Total			0 - 180 days		Over 180 days		Total
Government	$	28,158	$	13,632	$	41,790		$	27,622	$	7,864	$	35,486
Commercial	116,846		35,070		151,916			122,660		26,975		149,635
Patient	4,904		11,263		16,167			2,792		2,110		4,902
Gross accounts receivable	$	149,908	$	59,965	209,873			$	153,074	$	36,949	190,023
Allowance for doubtful accounts					(39,240		)					(17,836		)
Net accounts receivable					$	170,633						$	172,187

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2014

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,
	2014			2013			2014			2013
Numerator:
Loss from continuing operations, net of income taxes	$	(37,575	)	$	(23,756	)	$	(81,442	)	$	(41,415	)
Loss from discontinued operations, net of income taxes	(1,135		)	(10,331		)	(2,400		)	(9,680		)
Net loss	$	(38,710	)	$	(34,087	)	$	(83,842	)	$	(51,095	)

Denominator - Basic and Diluted:
Weighted average number of common shares outstanding	68,615			67,912			68,421			63,368

Loss from continuing operations, basic and diluted	$	(0.55	)	$	(0.37	)	$	(1.19	)	$	(0.66	)
Loss from discontinued operations, basic and diluted	(0.02		)	(0.16		)	(0.04		)	(0.15		)
Loss per common share, basic and diluted	$	(0.57	)	$	(0.53	)	$	(1.23	)	$	(0.81	)

ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2014

Business Acquisition [Line Items]

Schedule of Acquisition Related Costs

The following table summarizes the acquisition and integration expenses for the three months and nine months ended September 30, 2014 and 2013 related to the CarePoint Business, HomeChoice Partners, and InfuScience acquisitions (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Legal and professional fees	$	1,689	$	1,130	$	4,235	$	4,089
Financial advisory fees	—		2,413		—		2,413
Employee costs including redundant salaries and benefits and severance	312		876		1,892		2,353
Facilities consolidation and discontinuation	364		198		1,022		1,214
Change in revenue reserves related to acquired accounts receivable	451		—		5,871		—
Legal settlement	1		—		334		2,300
Other	105		273		1,400		656
Total	$	2,922	$	4,890	$	14,754	$	13,025

Business Acquisition, Pro Forma Information



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues	$	243,959		$	214,317		$	730,377		$	651,344
Loss from continuing operations, net of income taxes	$	(37,575	)	$	(24,834	)	$	(81,442	)	$	(41,622	)
Basic and diluted loss per share from continuing operations	$	(0.55	)	$	(0.37	)	$	(1.19	)	$	(0.66	)

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,
	2014		2013			2014		2013
Interest expense	$	—	$	247		$	—	$	1,578
Amortization expense	$	—	$	(504	)	$	—	$	(866	)
Income tax benefit (expense)	$	—	$	(622	)	$	—	$	(2,785	)

CarePoint Partners Holding LLC

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition



	Fair Value
Cash	$	14
Accounts receivable	15,917
Inventories	3,184
Other current assets	215
Property and equipment	3,266
Identifiable intangible assets⁽¹⁾	16,700
Current liabilities	(8,697		)
Non-current liabilities	(721		)
Total identifiable net assets	29,878
Goodwill	189,214
Total cash and fair value of contingent consideration	$	219,092


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



	Weighted- Average Useful Lives	Amounts Recognized as of the Closing Date
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

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2014

Schedule of Disposal Groups, Including Discontinued Operations, Balance Sheet

As of the March 31, 2014 closing date of the sale of the Home Health Business, the carrying value of the net assets of the Subject Companies was as follows (in thousands):



	Carrying Value
Net accounts receivable	$	12,597
Prepaid expenses and other current assets	242
Total current assets	12,839
Property and equipment, net	402
Goodwill	33,784
Intangible assets	15,400
Other non-current assets	28
Total assets	62,453
Accounts payable	673
Amounts due to plan sponsors	229
Accrued expenses and other current liabilities	3,008
Total liabilities	3,910
Net assets	$	58,543

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement

The operating results included in discontinued operations of the Home Health Business for the three months and nine months ended September 30, 2014 and 2013 are summarized as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenue	$	196		$	18,248		$	18,588		$	54,709
Gross profit	$	(68	)	$	7,027		$	6,886		$	21,514
Selling, general and administrative expenses	512			5,964			7,887			17,554
Bad debt expense	3			323			903			763
Income (loss) from operations	(583		)	740			(1,904		)	3,197
Gain on sale before income taxes	(11		)	—			2,056			—
Financial advisor fee and legal expenses	—			—			(2,875		)	—
Impairment of assets	—			—			(452		)	—
Other costs and expenses	—			—			(47		)	—
Income (loss) before income taxes	(594		)	740			(3,222		)	3,197
Income tax expense (benefit)	(57		)	(574		)	(4,243		)	11
Income (loss) from discontinued operations, net of income taxes	$	(537	)	$	1,314		$	1,021		$	3,186



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenue	$	—		$	(3	)	$	—		$	(58	)
Gross profit	$	—		$	580		$	(27	)	$	503
Operating expenses	598			3,768			3,394			4,960
Legal settlement expense	—			15,000			—			15,000
Interest (income) expense	—			—			—			(41		)
Gain on sale, before income taxes	—			6,543			—			6,550
Income (loss) from discontinued operations, net of income taxes	$	(598	)	$	(11,645	)	$	(3,421	)	$	(12,866	)

Pharmacy Services Assets Sale

Charges associated with exit or disposal activity

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



	Legal Settlement			Employee Severance and Other Benefits			Other Costs			Total
Balance at December 31, 2013	$	15,000		$	92		$	1,195		$	16,287
Expenses	291			—			3,225			3,516
Cash payments	(3,014		)	(92		)	(3,756		)	(6,862		)
Non-cash charges and adjustments	—			—			(95		)	(95		)
Balance at September 30, 2014	$	12,277		$	—		$	569		$	12,846

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands):



	Infusion Services		PBM Services		Total
Balance at December 31, 2013	$	558,593	$	12,744	$	571,337
Other adjustments	1,986		—		1,986
Balance at September 30, 2014	$	560,579	$	12,744	$	573,323

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of September 30, 2014 and December 31, 2013 (in thousands):



	September 30, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Infusion customer relationships	$	25,650	$	(15,481	)	$	10,169	$	25,650	$	(12,062	)	$	13,588
Infusion trademarks	6,200		(4,880		)	1,320		6,200		(3,514		)	2,686
Non-compete agreements	1,500		(1,108		)	392		1,500		(950		)	550
	$	33,350	$	(21,469	)	$	11,881	$	33,350	$	(16,526	)	$	16,824

Schedule of Finite-Lived Intangible Assets, Estimated Useful Lives [Table Text Block]

Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:



	Estimated Useful Life
Infusion customer relationships	5 months - 4 years
Infusion trademarks	23 months - 3 years
Non-compete agreements	1 to 5 years

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future amortization expense is anticipated to be as follows (in thousands):



2014 (three months)	$	1,620
2015	5,318
2016	3,078
2017	1,799
2018 and beyond	66
Total	$	11,881

RESTRUCTURING AND OTHER EXPENSES (Tables)

9 Months Ended

Sep. 30, 2014

Phase I

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

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



	Facility-Related Costs			Total
Balance at December 31, 2013	$	521		$	521
Expenses	186			186
Cash payments	(256		)	(256		)
Balance at September 30, 2014	$	451		$	451

Phase II

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, 2013	$	896		$	1,551		$	34		$	2,481
Expenses	1,581			6,183			245			8,009
Cash payments	(2,119		)	(6,894		)	(245		)	(9,258		)
Balance at September 30, 2014	$	358		$	840		$	34		$	1,232

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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



	September 30, 2014			December 31, 2013
Computer and office equipment	$	23,287		$	19,961
Software capitalized for internal use	16,686			13,746
Vehicles, including equipment acquired under capital leases	2,219			2,056
Medical equipment, including equipment acquired under capital leases	29,129			22,247
Work in progress	3,566			8,815
Furniture and fixtures	4,469			4,291
Leasehold improvements	13,215			12,082
	92,571			83,198
Less: Accumulated depreciation	(52,522		)	(42,016		)
Property and equipment, net	$	40,049		$	41,182

DEBT (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt

As of September 30, 2014 and December 31, 2013, the Company’s debt consisted of the following obligations (in thousands):



	September 30, 2014		December 31, 2013
Revolving Credit Facility	$	4,500	$	40,003
Term Loan Facilities	222,757		395,000
2021 Notes, net of unamortized discount	195,327		—
Capital leases	696		576
Total Debt	423,280		435,579
Less: Current portion	4,925		60,257
Long-term debt, net of current portion	$	418,355	$	375,322

Interest Income and Interest Expense Disclosure

Interest expense consisted of the following for the three months and nine months ended September 30, 2014 and 2013 (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Revolving Credit Facility	$	413		$	184	$	1,181		$	184
Term Loan Facilities	3,700			3,858		13,119			3,858
Prior Credit Facility	—			6		—			827
2015 Notes	—			2,428		—			13,960
2021 Notes	4,646			—		11,390			—
Amortization of deferred financing costs	730			688		3,280			1,410
Amortization of debt discount	132			—		327			—
Other, net	(58		)	19		(100		)	(70		)
Interest expense, net	$	9,563		$	7,183	$	29,197		$	20,169

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments for operating and capital leases

As of September 30, 2014, future minimum lease payments, including interest, under operating and capital leases are as follows (in thousands):



	Operating Leases		Capital Leases		Total
2014 (three months)	$	2,265	$	122	$	2,387
2015	8,332		418		8,750
2016	6,785		122		6,907
2017	5,775		62		5,837
2018	3,987		11		3,998
2019 and thereafter	4,793		—		4,793
Total	$	31,937	$	735	$	32,672

OPERATING AND REPORTABLE SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2014

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,
	2014			2013			2014			2013
Results of Operations:
Revenue:
Infusion Services - product revenue	$	226,421		$	169,011		$	667,601		$	469,594
Infusion Services - service revenue	5,122			5,614			15,559			15,282
Total Infusion Services revenue	231,543			174,625			683,160			484,876
PBM Services - service revenue	12,416			16,006			47,217			59,098
Total revenue	$	243,959		$	190,631		$	730,377		$	543,974

Adjusted EBITDA by Segment before corporate overhead:
Infusion Services	$	(6,344	)	$	14,623		$	24,811		$	40,615
PBM Services	1,625			4,274			5,137			15,385
Total Segment Adjusted EBITDA	(4,719		)	18,897			29,948			56,000

Corporate overhead	(7,893		)	(7,483		)	(22,385		)	(23,531		)

Interest expense, net	(9,563		)	(7,183		)	(29,197		)	(20,169		)
Loss on extinguishment of debt	—			(15,898		)	—			(15,898		)
Income tax (expense) benefit	(1,930		)	13			(8,484		)	42
Depreciation	(4,205		)	(3,225		)	(11,999		)	(8,169		)
Amortization of intangibles	(1,620		)	(1,009		)	(4,943		)	(4,801		)
Stock-based compensation expense	(1,753		)	(1,427		)	(6,637		)	(7,260		)
Acquisition and integration expenses	(2,922		)	(4,890		)	(14,754		)	(13,025		)
Restructuring and other expenses and investments	(2,970		)	(1,551		)	(12,991		)	(4,604		)
Loss from continuing operations, net of income taxes	$	(37,575	)	$	(23,756	)	$	(81,442	)	$	(41,415	)

Supplemental Operating Data
							September 30, 2014			December 31, 2013
Total Assets:
Infusion Services							$	783,658		$	793,475
PBM Services							29,009			25,239
Corporate unallocated, including cash and cash equivalents							46,169			53,169
Assets from discontinued operations							—			64,959
Assets associated with discontinued operations, not sold							7			16
Total Assets							$	858,843		$	936,858

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Components of income tax



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014		2013
Current
Federal	$	—	$	287		$	—	$	(613	)
State	70		(378		)	266		(522		)
Total current	70		(91		)	266		(1,135		)
Deferred
Federal	1,653		275			7,297		1,160
State	207		(197		)	921		(67		)
Total deferred	1,860		78			8,218		1,093
Total income tax expense (benefit)	$	1,930	$	(13	)	$	8,484	$	(42	)

Schedule of Effective Income Tax Rate Reconciliation



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Tax benefit at statutory rate	$	(12,464	)	$	(8,319	)	$	(25,508	)	$	(14,510	)
State tax expense (benefit), net of Federal taxes	43			(408		)	168			(756		)
Change in tax contingencies	2			11			5			(495		)
Valuation allowance changes affecting income tax expense	14,295			9,206			33,651			15,499
Non-deductible transaction costs and other	54			(503		)	168			220
Income tax expense (benefit)	$	1,930		$	(13	)	$	8,484		$	(42	)

BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Apr. 19, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Bad debt expense		$ 26,080	$ 3,624	$ 41,041	$ 10,265
Increase in accounts receivable over 180 days				23,000
Increase in allowance for doubtful accounts				$ 21,400
Percentage of allowance for doubtful accounts of total accounts receivable		18.70%		18.70%		9.40%
(Loss) from continuing operations, net of income taxes		$ (37,575)	$ (23,756)	$ (81,442)	$ (41,415)
Net cash proceeds from sale of unconsolidated affiliate	$ 8,500
Escrow amount	$ 1,100	500		500
Period in which Company is expected to receive additional services or cash	2 years
Receivable resulting from sale of affiliate equity investment		2,400		2,400
Allowance for Doubtful Accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Incremental adjustments to accounts receivable				23,100
Contractual Adjustment Reserves
Accounts, Notes, Loans and Financing Receivable [Line Items]
Incremental adjustments to accounts receivable				5,600
Uncollectible Receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Bad debt expense		23,100		28,700
(Loss) from continuing operations, net of income taxes		$ 23,100		$ 28,700
Earnings per share, basic and diluted (in usd per share)		$ 0.34		$ 0.42
Uncollectible Receivables \| Allowance for Doubtful Accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Bad debt expense		$ 19,900
Uncollectible Receivables \| Contractual Adjustment Reserves
Accounts, Notes, Loans and Financing Receivable [Line Items]
Bad debt expense		$ 3,200

BASIS OF PRESENTATION - Schedule of Outstanding Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	$ 209,873	$ 190,023
Allowance for doubtful accounts	(39,240)	(17,836)
Net accounts receivable	170,633	172,187
Government
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	41,790	35,486
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	151,916	149,635
Patient
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	16,167	4,902
0-180 days
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	149,908	153,074
0-180 days \| Government
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	28,158	27,622
0-180 days \| Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	116,846	122,660
0-180 days \| Patient
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	4,904	2,792
Over 180 days
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	59,965	36,949
Over 180 days \| Government
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	13,632	7,864
Over 180 days \| Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	35,070	26,975
Over 180 days \| Patient
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable	$ 11,263	$ 2,110

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (shares)	3,800	6,300	4,200	6,300
Numerator:
Loss from continuing operations, net of income taxes	$ (37,575)	$ (23,756)	$ (81,442)	$ (41,415)
Loss from discontinued operations, net of income taxes	(1,135)	(10,331)	(2,400)	(9,680)
Net loss	$ (38,710)	$ (34,087)	$ (83,842)	$ (51,095)
Denominator - Basic and Diluted:
Weighted average number of common shares outstanding (in shares)	68,615	67,912	68,421	63,368
Loss from continuing operations, basic and diluted (in usd per share)	$ (0.55)	$ (0.37)	$ (1.19)	$ (0.66)
Loss from discontinued operations, basic and diluted (in usd per share)	(0.02)	(0.16)	(0.04)	(0.15)
Loss per common share, basic and diluted (in usd per share)	$ (0.57)	$ (0.53)	$ (1.23)	$ (0.81)
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)	3,100	3,100	3,100	3,100
Exercise price of warrants (in usd per share)	$ 10	$ 10	$ 10	$ 10

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Apr. 24, 2013	Sep. 30, 2014	Sep. 30, 2013
Equity [Abstract]
Stock Issued During Period, Shares, New Issues	10,406,250
Share Price (in dollars per share)	$ 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	$ 241,203	$ 364,859
Proceeds from Issuance of Common Stock, Used To Fund Acquisition	$ 61,100

ACQUISITIONS CarePoint Business (Details)
$ in Thousands

3 Months Ended

4 Months Ended

9 Months Ended

10 Months Ended

Aug. 23, 2013

USD ($)

location

patient

state

Sep. 30, 2014

USD ($)

Mar. 31, 2014

USD ($)

Sep. 30, 2013

USD ($)

Dec. 31, 2013

USD ($)

Sep. 30, 2014

USD ($)

Sep. 30, 2013

USD ($)

Jun. 30, 2014

USD ($)

Business Acquisition [Line Items]

Goodwill

$ 573,323

$ 571,337

$ 573,323

Revenues

243,959

$ 239,300

$ 190,631

730,377

$ 543,974

(Loss) from continuing operations, net of income taxes

(37,575)

$ (23,756)

(81,442)

$ (41,415)

CarePoint Partners Holding LLC

Business Acquisition [Line Items]

Number of customers | patient

20,500

Number of locations | location

Number of states | state

Purchase price

$ 211,100

Additional net working capital adjustments

$ (1,800)

Contingent consideration

10,000

Estimated contingent consideration

9,800

5,000

Additional accrual for contingent consideration

5,000

Additional income to be recognized if arbitrator rules in company's favor

5,000

Change in contingent consideration fair value

(4,800)

15,917

3,184

215

Property and equipment

3,266

Identifiable intangible assets

^[1]

16,700

Current liabilities

(8,697)

Non-current liabilities

(721)

Total identifiable net assets

29,878

Goodwill

189,214

Total cash and fair value of contingent consideration

219,092

Revenues

36,500

14,000

116,400

(Loss) from continuing operations, net of income taxes

$ (2,100)

$ 1,100

$ (1,100)

CarePoint Partners Holding LLC | Customer Relationships

Business Acquisition [Line Items]

Identifiable intangible assets

$ 13,600

CarePoint Partners Holding LLC | Customer Relationships | Minimum

Business Acquisition [Line Items]

Useful life of intangible assets

2 years

CarePoint Partners Holding LLC | Customer Relationships | Maximum

Business Acquisition [Line Items]

Useful life of intangible assets

4 years

CarePoint Partners Holding LLC | Trademarks

Business Acquisition [Line Items]

Identifiable intangible assets

$ 2,600

Useful life of intangible assets

2 years

CarePoint Partners Holding LLC | Non-compete agreements

Business Acquisition [Line Items]

Identifiable intangible assets

$ 500

Useful life of intangible assets

5 years

CarePoint Partners Holding LLC | Line of Credit | Secured Debt, Delayed Draw Term Loan

Business Acquisition [Line Items]

Face amount of debt instruments

$ 150,000

[1]

The following table summarizes the amounts and useful lives assigned to identifiable intangible assets (in thousands): Weighted- Average Useful Lives AmountsRecognized as of the Closing DateCustomer relationships2 - 4 years $13,600Trademarks2 years 2,600Non-compete agreements5 years 500Total identifiable intangible assets acquired $16,700

ACQUISITIONS HomeChoice Partners (Details) patient in Thousands		3 Months Ended			9 Months Ended
	Feb. 01, 2013 USD ($) infusion_pharmacy patient	Sep. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Business Acquisition [Line Items]
Revenues		$ 243,959,000	$ 239,300,000	$ 190,631,000	$ 730,377,000	$ 543,974,000
(Loss) from continuing operations, net of income taxes		(37,575,000)		(23,756,000)	(81,442,000)	(41,415,000)
HomeChoice Partners, Inc.
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Number of customers \| patient	15
Number of locations \| infusion_pharmacy	14
Business Acquisition, Cost of Acquired Entity, Initial Purchase Price	$ 72,900,000
Business Combination, contingent consideration, range of outcomes, value, high, first year	10,000,000
Business Combination, contingent consideration, range of outcomes, value, high, second year	10,000,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	20,000,000.0
Business Combination Contingent Consideration, Initial Fair Value	$ 8,000,000
Business Combination, Contingent Consideration, Liability		0			0
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability		(100,000)			(2,100,000)
Revenues		22,200,000		18,900,000	64,700,000	47,500,000
(Loss) from continuing operations, net of income taxes		$ 1,200,000		$ 1,100,000	$ 7,300,000	$ 800,000

ACQUISITIONS Infuscience (Details) - InfuScience, Inc. [Member]		3 Months Ended	9 Months Ended
	Jul. 31, 2013	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Jul. 31, 2012 USD ($) location
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired					100.00%
Business Acquisition, Cost of Acquired Entity, Initial Purchase Price					$ 38,300,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High					$ 3,000,000.0
Business combination, contingent consideration period	24 months
Number of locations \| location					5
Business Combination, Contingent Consideration, Liability			$ 1,100,000		$ 2,900,000
Payments to (Proceeds from) Contingent Consideration			1,400,000
Business Combinations, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability, Recognized in Net Income (Loss)		$ 400,000		$ 400,000
Payments to Acquire Businesses, Gross			$ 3,000,000

ACQUISITIONS Acquisition and Integration Costs (Details) - All current acquirees - Other Acquisition and Integration Expenses - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Combination, Separately Recognized Transactions [Line Items]
Legal and professional fees	$ 1,689	$ 1,130	$ 4,235	$ 4,089
Financial advisory fees	0	2,413	0	2,413
Employee costs including redundant salaries and benefits and severance	312	876	1,892	2,353
Facilities consolidation and discontinuation	364	198	1,022	1,214
Change in revenue reserves related to acquired accounts receivable	451	0	5,871	0
Legal settlement	1	0	334	2,300
Other	105	273	1,400	656
Total	$ 2,922	$ 4,890	$ 14,754	$ 13,025

ACQUISITIONS Pro Forma Impact of Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Acquisition [Line Items]
Interest expense	$ 9,563	$ 7,183	$ 29,197	$ 20,169
Amortization expense	(1,620)	(1,009)	(4,943)	(4,801)
Income tax benefit (expense)	(1,930)	13	(8,484)	42
All current acquirees
Business Acquisition [Line Items]
Revenues	243,959	214,317	730,377	651,344
Loss from continuing operations, net of income taxes	$ (37,575)	$ (24,834)	$ (81,442)	$ (41,622)
Basic and diluted loss per share from continuing operations (in usd per share)	$ (0.55)	$ (0.37)	$ (1.19)	$ (0.66)
Interest expense	$ 0	$ 247	$ 0	$ 1,578
Amortization expense	0	(504)	0	(866)
Income tax benefit (expense)	$ 0	$ (622)	$ 0	$ (2,785)

DISCONTINUED OPERATIONS - Additional Information (Details) $ in Thousands			3 Months Ended			9 Months Ended		12 Months Ended
	Dec. 23, 2013 USD ($)	Feb. 01, 2012 USD ($) pharmacy	Sep. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues			$ 243,959	$ 239,300	$ 190,631	$ 730,377	$ 543,974
Income (Loss) from Continuing Operations, Net of Taxes				25,300
Proceeds from Asset Purchase Agreement		$ 173,800
Gain on sale, before income taxes			0		6,543	0	6,550
One time costs related to pharmacy services asset sale reserve			12,846			12,846		$ 16,287
Home Health Services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reduction in consideration transferred				500
Consideration received				59,500
Additional payment received by company			1,100
Purchase price received by company			60,600
Reduction in revenue				300
Gain (loss) associated with reclassification				200
Gain on sale before income taxes			$ (11)		$ 0	2,056	$ 0
Proceeds from Asset Purchase Agreement				$ 54,200
Pharmacy Services Assets Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale, before income taxes		$ 108,100
Community pharmacy
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of locations \| pharmacy		27
Exjade Litigation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Settlement agreement amount						$ 1,100
Exjade Litigation \| All current acquirees \| Other Acquisition and Integration Expenses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Settlement agreement amount	$ 15,000							$ 15,000

DISCONTINUED OPERATIONS - Carrying Values of Assets and Liabilities of Home Health Business (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Mar. 31, 2014	Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total current assets	$ 0		$ 15,316
Home Health Services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net accounts receivable		$ 12,597
Prepaid expenses and other current assets		242
Total current assets		12,839
Property and equipment, net		402
Goodwill		33,784	33,800
Intangible assets		15,400	$ 15,400
Other non-current assets		28
Total assets		62,453
Accounts payable		673
Amounts due to plan sponsors		229
Accrued expenses and other current liabilities		3,008
Total liabilities		3,910
Net assets		$ 58,543

DISCONTINUED OPERATIONS - Operating Results of Home Health Business (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from discontinued operations, net of income taxes	$ (1,135)	$ (10,331)	$ (2,400)	$ (9,680)
Home Health Services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	196	18,248	18,588	54,709
Gross profit	(68)	7,027	6,886	21,514
Selling, general and administrative expenses	512	5,964	7,887	17,554
Bad debt expense	3	323	903	763
Income (loss) from operations	(583)	740	(1,904)	3,197
Gain on sale before income taxes	(11)	0	2,056	0
Financial advisor fee and legal expenses	0	0	(2,875)	0
Impairment of assets	0	0	(452)	0
Other costs and expenses	0	0	(47)	0
Income (loss) before income taxes	(594)	740	(3,222)	3,197
Income tax expense (benefit)	(57)	(574)	(4,243)	11
Loss from discontinued operations, net of income taxes	$ (537)	$ 1,314	$ 1,021	$ 3,186

DISCONTINUED OPERATIONS - Operating Results of Divested Traditional and Specialty Pharmacy Mail Operations and Community Pharmacies (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 01, 2012	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Legal settlement expense		$ 0	$ 15,000	$ 0	$ 15,000
Gain on sale, before income taxes		0	6,543	0	6,550
Loss from discontinued operations, net of income taxes		(1,135)	(10,331)	(2,400)	(9,680)
Pharmacy Services Assets Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		0	(3)	0	(58)
Gross profit		0	580	(27)	503
Operating expenses		598	3,768	3,394	4,960
Interest (income) expense		0	0	0	(41)
Gain on sale, before income taxes	$ 108,100
Loss from discontinued operations, net of income taxes		$ (598)	$ (11,645)	$ (3,421)	$ (12,866)

DISCONTINUED OPERATIONS - Summary of Accruals (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2014 USD ($)
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2013	$ 16,287
Expenses	3,516
Cash payments	(6,862)
Non-cash charges and adjustments	(95)
Balance at September 30, 2014	12,846
Legal Settlement
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2013	15,000
Expenses	291
Cash payments	(3,014)
Non-cash charges and adjustments	0
Balance at September 30, 2014	12,277
Employee Severance
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2013	92
Expenses	0
Cash payments	(92)
Non-cash charges and adjustments	0
Balance at September 30, 2014	0
Other Expense
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2013	1,195
Expenses	3,225
Cash payments	(3,756)
Non-cash charges and adjustments	(95)
Balance at September 30, 2014	$ 569

GOODWILL AND INTANGIBLE ASSETS Goodwill rollforward (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Dec. 31, 2013
Goodwill [Roll Forward]
Balance at December 31, 2013	$ 571,337
Other adjustments	1,986
Balance at September 30, 2014	573,323
Infusion Services
Goodwill [Roll Forward]
Balance at December 31, 2013	558,593
Other adjustments	1,986
Balance at September 30, 2014	560,579
PBM Services
Goodwill [Roll Forward]
Balance at December 31, 2013	12,744
Other adjustments	0
Balance at September 30, 2014	$ 12,744
Home Health Services
Goodwill [Roll Forward]
Goodwill		$ 33,784	$ 33,800

GOODWILL AND INTANGIBLE ASSETS Finite-Lived Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 33,350		$ 33,350			$ 33,350
Accumulated Amortization	(21,469)		(21,469)			(16,526)
Net Carrying Amount	11,881		11,881			16,824
Amortization of Intangible Assets	1,620	$ 1,009	4,943	$ 4,801
Home Health Services
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 15,400	15,400
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	25,650		25,650			25,650
Accumulated Amortization	(15,481)		(15,481)			(12,062)
Net Carrying Amount	10,169		10,169			13,588
Infusion trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,200		6,200			6,200
Accumulated Amortization	(4,880)		(4,880)			(3,514)
Net Carrying Amount	1,320		1,320			2,686
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,500		1,500			1,500
Accumulated Amortization	(1,108)		(1,108)			(950)
Net Carrying Amount	$ 392		$ 392			$ 550

GOODWILL AND INTANGIBLE ASSETS Finite-Lived Intangible Assets Estimated Useful Lives (Details)	9 Months Ended
	Sep. 30, 2014
Customer Relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	5 months
Customer Relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	4 years
Infusion trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	23 months
Infusion trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	3 years
Non-compete agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	1 year
Non-compete agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	5 years

GOODWILL AND INTANGIBLE ASSETS Future Amortization of Finite-Lived Intangibles (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
2014 (three months)	$ 1,620
2015	5,318
2016	3,078
2017	1,799
2018 and beyond	66
Net Carrying Amount	$ 11,881	$ 16,824

RESTRUCTURING AND OTHER EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended	30 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2014
Restructuring Reserve [Roll Forward]
Expenses	$ 1,846	$ 778	$ 10,296	$ 3,457
Transitional Expenses	700	700	2,300	2,700
Phase I
Restructuring Reserve [Roll Forward]
Beginning balance			521
Expenses			186		$ 10,300
Cash payments			(256)
Ending balance	451		451		451	$ 451
Phase I \| Employee Severance
Restructuring Reserve [Roll Forward]
Expenses					4,100
Phase I \| Consulting
Restructuring Reserve [Roll Forward]
Expenses					4,300
Phase I \| Facility Closing
Restructuring Reserve [Roll Forward]
Beginning balance			521
Expenses			186		1,800
Cash payments			(256)
Ending balance	451		451		451	451
Phase II
Restructuring Reserve [Roll Forward]
Beginning balance			2,481
Expenses			8,009			13,400
Cash payments			(9,258)
Ending balance	1,232		1,232		1,232	1,232
Phase II \| Employee Severance
Restructuring Reserve [Roll Forward]
Beginning balance			896
Expenses			1,581			4,200
Cash payments			(2,119)
Ending balance	358		358		358	358
Phase II \| Consulting
Restructuring Reserve [Roll Forward]
Beginning balance			1,551
Expenses			6,183			8,000
Cash payments			(6,894)
Ending balance	840		840		840	840
Phase II \| Facility Closing
Restructuring Reserve [Roll Forward]
Expenses	1,200	$ 0	8,000	$ 700
Phase II \| other restructuring costs
Restructuring Reserve [Roll Forward]
Beginning balance			34
Expenses			245			1,200
Cash payments			(245)
Ending balance	$ 34		$ 34		$ 34	$ 34

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Computer and office equipment	$ 23,287		$ 23,287		$ 19,961
Software capitalized for internal use	16,686		16,686		13,746
Vehicles, including equipment acquired under capital leases	2,219		2,219		2,056
Medical equipment, including equipment acquired under capital leases	29,129		29,129		22,247
Work in progress	3,566		3,566		8,815
Furniture and fixtures	4,469		4,469		4,291
Leasehold improvements	13,215		13,215		12,082
Property, Plant and Equipment, Gross	92,571		92,571		83,198
Less: Accumulated depreciation	(52,522)		(52,522)		(42,016)
Property and equipment, net	40,049		40,049		$ 41,182
Depreciation	4,205	$ 3,225	11,999	$ 8,169
Capitalized Computer Software, Amortization	$ 600	$ 400	$ 1,800	$ 1,000

DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Capital leases	$ 696	$ 576
Total Debt	423,280	435,579
Less: Current portion	4,925	60,257
Long-term debt, net of current portion	418,355	375,322
Line of Credit \| Revolving Credit Facility, Third Amendment
Debt Instrument [Line Items]
Long-term Debt	4,500	40,003
Senior Debt Obligations \| Senior Secured Term Loan B Facilities
Debt Instrument [Line Items]
Long-term Debt	222,757	395,000
Senior Notes \| Senior Unsecured 8.875% Notes
Debt Instrument [Line Items]
Long-term Debt	$ 195,327	$ 0

DEBT (Details) - USD ($)				9 Months Ended	12 Months Ended
DEBT (Details) - USD ($)	Feb. 11, 2014	Jan. 31, 2014	Dec. 23, 2013	Sep. 30, 2014	Dec. 31, 2013	Mar. 31, 2014	Jul. 31, 2013	Feb. 01, 2012
Debt Instrument [Line Items]
Proceeds from sale of Home Health business								$ 173,800,000
Financing costs incurred with issuance of 2021 Notes	$ 1,100,000
Revolving Credit Facility
Debt Instrument [Line Items]
Repayments of short-term debt	59,300,000
Term Loan B Facility \| Base Rate
Debt Instrument [Line Items]
Effective interest rate				6.50%
Senior credit facility
Debt Instrument [Line Items]
Effective interest rate				7.50%
Senior credit facility \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate		6.00%
Minimum basis spread on debt		5.25%
Senior credit facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		5.00%
Minimum basis spread on debt		4.25%
Senior Secured Term Loan B Facilities
Debt Instrument [Line Items]
Repayment of long-term debt	135,200,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity							$ 75,000,000
Line of Credit \| Revolving Credit Facility, Third Amendment
Debt Instrument [Line Items]
Repayments of short-term debt				$ 17,200,000
Long-term Debt				4,500,000	$ 40,003,000
Senior Debt Obligations \| Term Loan B Facility
Debt Instrument [Line Items]
Face amount of debt instruments							250,000,000
Senior Debt Obligations \| Secured Debt, Delayed Draw Term Loan
Debt Instrument [Line Items]
Face amount of debt instruments							$ 150,000,000
Senior Debt Obligations \| Senior Secured Term Loan B Facilities
Debt Instrument [Line Items]
Repayments of short-term debt				37,000,000
Early repayment of senior debt	135,200,000
Long-term Debt				222,757,000	395,000,000
Second Lien Debt
Debt Instrument [Line Items]
Additional debt allowed under debt agreements		$ 150,000,000.0
Unsecured Debt
Debt Instrument [Line Items]
Additional debt allowed under debt agreements		$ 250,000,000.0
Percentage of debt proceeds to be applied to revolving credit facility		100.00%
Senior Notes \| Senior Unsecured 8.875% Notes
Debt Instrument [Line Items]
Face amount of debt instruments	200,000,000.0
Proceeds from issuance of debt	$ 194,500,000
Stated rate on debt	8.875%
Long-term Debt				195,327,000	0
Debt discount	$ 5,000,000
Senior Notes \| Senior Unsecured 8.875% Notes \| Redemption before February 2017
Debt Instrument [Line Items]
Maximum percentage of debt company is permitted to redeem	35.00%
Redemption price of debt, percent	108.875%
Senior Notes \| Senior Unsecured 8.875% Notes \| Redemption before 2021
Debt Instrument [Line Items]
Redemption price of debt, percent	101.00%
Exjade Litigation
Debt Instrument [Line Items]
Settlement agreement amount				$ 1,100,000
Other Acquisition and Integration Expenses \| All current acquirees \| Exjade Litigation
Debt Instrument [Line Items]
Settlement agreement amount			$ 15,000,000		$ 15,000,000
Home Health Services
Debt Instrument [Line Items]
Proceeds from sale of Home Health business						$ 54,200,000

DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
DEBT - Interest Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Debt Instrument [Line Items]
Amortization of deferred financing costs	$ 730	$ 688	$ 3,280	$ 1,410
Amortization of debt discount	132	0	327	0
Other, net	58	(19)	100	70
Interest expense	9,563	7,183	29,197	20,169
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Interest Expense, Debt	413	184	1,181	184
Term Loan B Facility
Debt Instrument [Line Items]
Interest Expense, Debt	3,700	3,858	13,119	3,858
Prior Revolving Credit Facility
Debt Instrument [Line Items]
Interest Expense, Debt	0	6	0	827
Senior Unsecured 10.25% Notes
Debt Instrument [Line Items]
Interest Expense, Debt	0	2,428	0	13,960
Senior Unsecured 8.875% Notes
Debt Instrument [Line Items]
Interest Expense, Debt	$ 4,646	$ 0	$ 11,390	$ 0

COMMITMENTS AND CONTINGENCIES Legal Proceedings (Details) - USD ($) $ in Thousands			9 Months Ended	12 Months Ended
	Apr. 04, 2014	Dec. 23, 2013	Sep. 30, 2014	Dec. 31, 2013
Loss Contingencies [Line Items]
Interest rate, legal settlement			3.25%
One time costs related to pharmacy services asset sale reserve, settled in cash			$ (6,862)
Exjade Litigation
Loss Contingencies [Line Items]
Litigation Settlement, Expense			1,100
HomeChoice Partners, Inc.
Loss Contingencies [Line Items]
Litigation settlement	$ 325
Alexander Infusion \| HomeChoice Partners, Inc.
Loss Contingencies [Line Items]
Receivable forgiven in settlement	$ 325
PBM Services
Loss Contingencies [Line Items]
Loss contingency receivable			6,800
Legal Settlement
Loss Contingencies [Line Items]
One time costs related to pharmacy services asset sale reserve, settled in cash			(3,014)
Fees to Relator
Loss Contingencies [Line Items]
Litigation settlement paid to realtor			$ 450
All current acquirees \| Other Acquisition and Integration Expenses \| Exjade Litigation
Loss Contingencies [Line Items]
Litigation Settlement, Expense		$ 15,000		$ 15,000

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
future minimum payments due [Line Items]
Operating Leases, 2014 (three months)	$ 2,265		$ 2,265
Capital Leases, 2014 (three months)	122		122
Total, 2014 (three months)	2,387		2,387
Operating Leases, 2015	8,332		8,332
Capital Leases, 2015	418		418
Total, 2015	8,750		8,750
Operating Leases, 2016	6,785		6,785
Capital Leases, 2016	122		122
Total, 2016	6,907		6,907
Operating Leases, 2017	5,775		5,775
Capital Leases, 2017	62		62
Total, 2017	5,837		5,837
Operating Leases, 2018	3,987		3,987
Capital Leases, 2018	11		11
Total, 2018	3,998		3,998
Operating Leases, 2019 and thereafter	4,793		4,793
Capital Leases, 2019 and thereafter	0		0
Total, 2019 and thereafter	4,793		4,793
Operating Leases, Total	31,937		31,937
Capital Leases, Total	735		735
Total	32,672		32,672
Operating Leases, Rent Expense	$ 2,000	$ 2,000	$ 5,900	$ 5,600
Minimum
future minimum payments due [Line Items]
Capital lease interest rate	3.00%		3.00%
Maximum
future minimum payments due [Line Items]
Capital lease interest rate	7.00%		7.00%
Remainder of 2014
future minimum payments due [Line Items]
Long-term Purchase Commitment, Amount	$ 11,000		$ 11,000
Year Ending December 31, 2015
future minimum payments due [Line Items]
Long-term Purchase Commitment, Amount	$ 47,400		$ 47,400

OPERATING AND REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Total revenue	$ 243,959	$ 239,300	$ 190,631	$ 730,377	$ 543,974
Adjusted EBITDA	(4,719)		18,897	29,948	56,000
Interest expense, net	(9,563)		(7,183)	(29,197)	(20,169)
Loss on extinguishment of debt	0		(15,898)	0	(15,898)
Income tax (expense) benefit	(1,930)		13	(8,484)	42
Depreciation	(4,205)		(3,225)	(11,999)	(8,169)
Amortization of intangibles	(1,620)		(1,009)	(4,943)	(4,801)
Stock-based compensation expense	(1,753)		(1,427)	(6,637)	(7,260)
Acquisition and integration expenses	(2,922)		(4,890)	(14,754)	(13,025)
Restructuring and other expenses and investments	(2,970)		(1,551)	(12,991)	(4,604)
Loss from continuing operations, net of income taxes	(37,575)		(23,756)	(81,442)	(41,415)
Total Assets	858,843			858,843		$ 936,858
Infusion Services
Segment Reporting Information [Line Items]
Product revenue	226,421		169,011	667,601	469,594
Service Revenue	5,122		5,614	15,559	15,282
Total revenue	231,543		174,625	683,160	484,876
Adjusted EBITDA	(6,344)		14,623	24,811	40,615
Total Assets	783,658			783,658		793,475
PBM Services
Segment Reporting Information [Line Items]
Service Revenue	12,416		16,006	47,217	59,098
Adjusted EBITDA	1,625		4,274	5,137	15,385
Total Assets	29,009			29,009		25,239
Corporate
Segment Reporting Information [Line Items]
Adjusted EBITDA	(7,893)		$ (7,483)	(22,385)	$ (23,531)
Total Assets	46,169			46,169		53,169
Discontinued Operations
Segment Reporting Information [Line Items]
Total Assets	0			0		64,959
Assets associated with discontinued operations, not sold
Segment Reporting Information [Line Items]
Total Assets	$ 7			$ 7		$ 16

CONCENTRATION OF RISK (Details)	3 Months Ended		9 Months Ended
CONCENTRATION OF RISK (Details)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Product Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration risk	18.00%	20.00%	18.00%	19.00%
UnitedHealthcare \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration risk	22.00%	22.00%		22.00%
Medicare \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration risk	11.00%	10.00%	12.00%	10.00%

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Tax Disclosure [Abstract]
Federal	$ 0	$ 287	$ 0	$ (613)
State	70	(378)	266	(522)
Total current	70	(91)	266	(1,135)
Federal	1,653	275	7,297	1,160
State	207	(197)	921	(67)
Total deferred	1,860	78	8,218	1,093
Total income tax expense (benefit)	1,930	(13)	8,484	(42)
Tax benefit at statutory rate	(12,464)	(8,319)	(25,508)	(14,510)
State tax expense (benefit), net of Federal taxes	43	(408)	168	(756)
Change in tax contingencies	2	11	5	(495)
Valuation allowance changes affecting income tax expense	14,295	9,206	33,651	15,499
Non-deductible transaction costs and other	$ 54	$ (503)	$ 168	$ 220

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	May 07, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	May 08, 2014	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock expense		$ 1.8	$ 1.5	$ 5.2	$ 4.8
Restricted stock expense		0.2	1.1	1.5	2.4
Stock appreciation right expense		$ (0.3)	$ (1.3)	$ (0.1)	$ 0.1
Employee Stock Purchase Plan [Abstract]
Shares registered under employee stock ownership plan		750,000		750,000
Common Stock, Par or Stated Value Per Share		$ 0.0001		$ 0.0001			$ 0.0001
Employee Stock
Employee Stock Purchase Plan [Abstract]
Purchase price of common stock, percent	85.00%
2008 Plan
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Adjustment to number of shares authorized						2,500,000
Number of shares authorized						9,355,000
Number of shares available for grant		1,857,622		1,857,622