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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2015	Aug. 05, 2015
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	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		68,730,871

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 1,172	$ 740
Receivables, less allowance for doubtful accounts of $72,332 and $66,500 as of June 30, 2015 and December 31, 2014, respectively	131,471	140,810
Inventory	42,364	37,215
Prepaid expenses and other current assets	10,396	9,450
Total current assets	185,403	188,215
Property and equipment, net	34,906	38,171
Goodwill	335,323	573,323
Intangible assets, net	7,290	10,269
Deferred financing costs	13,035	13,463
Other non-current assets	1,192	1,272
Total assets	577,149	824,713
Current liabilities
Current portion of long-term debt	238	5,395
Accounts payable	77,085	90,032
Claims payable	4,816	8,162
Amounts due to plan sponsors	4,254	5,779
Accrued interest	6,705	6,853
Accrued expenses and other current liabilities	40,923	46,092
Total current liabilities	134,021	162,313
Long-term debt, net of current portion	418,619	418,408
Deferred taxes	2,924	19,058
Other non-current liabilities	6,891	8,129
Total liabilities	562,455	607,908
Series A convertible preferred stock, $.0001 par value; 825,000 shares authorized; 625,000 shares issued and outstanding; and, $64,758 liquidation preference as of June 30, 2015. No convertible preferred stock was authorized or outstanding as of December 31, 2014.	57,988	0
Stockholders’ equity
Preferred stock, $.0001 par value; 4,175,000 and 5,000,000 shares authorized as of June 30, 2015 and December 31, 2014, respectively; no shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively	0	0
Common stock, $.0001 par value; 125,000,000 shares authorized; 71,376,164 and 71,274,064 shares issued and 68,730,871 and 68,636,965 shares outstanding as of June 30, 2015 and December 31, 2014, respectively	8	8
Treasury stock, 2,645,293 and 2,637,099 shares at cost as of June 30, 2015 and December 31, 2014, respectively	(10,715)	(10,679)
Additional paid-in capital	534,100	529,682
Accumulated deficit	(566,687)	(302,206)
Total stockholders’ equity (deficit)	(43,294)	216,805
Total liabilities and stockholders’ equity	$ 577,149	$ 824,713

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ (72,332)	$ (66,500)
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.0001
Temporary Equity, Liquidation Preference	$ 64,758
Temporary Equity, Shares Authorized (in shares)	825,000	0
Shares issued (in shares)	625,000
Temporary Equity, Shares Outstanding (in shares)	625,000	0
Preferred Stock, Par or Stated Value Per Share (in usd per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	4,175,000	5,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	125,000,000	125,000,000
Common Stock, Shares, Issued (in shares)	71,376,164	71,274,064
Common Stock, Shares, Outstanding (in shares)	68,730,871	68,636,965
Treasury Stock, Shares (in shares)	2,645,293	2,637,099

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Product revenue	$ 241,020	$ 225,277	$ 480,067	$ 441,180
Service revenue	21,343	21,848	43,977	45,238
Total revenue	262,363	247,125	524,044	486,418
Cost of product revenue	176,763	161,658	350,710	313,398
Cost of service revenue	19,634	20,111	40,895	42,564
Total cost of revenue	196,397	181,769	391,605	355,962
Gross profit	65,966	65,356	132,439	130,456
Selling, general and administrative expenses	60,367	57,244	118,140	116,424
Change in fair value of contingent consideration	(93)	(4,646)	(72)	(6,855)
Bad debt expense	15,146	8,360	23,466	14,961
Impairment of goodwill	238,000	0	238,000	0
Acquisition and integration expenses	259	5,333	479	11,832
Restructuring and other expenses	4,803	3,858	8,266	8,450
Amortization of intangibles	1,489	1,620	2,979	3,323
Loss from continuing operations	(254,005)	(6,413)	(258,819)	(17,679)
Interest expense, net	9,080	9,135	18,243	19,634
Loss from continuing operations before income taxes	(263,085)	(15,548)	(277,062)	(37,313)
Income tax expense (benefit)	(19,921)	3,063	(17,993)	6,554
Loss from continuing operations, net of income taxes	(243,164)	(18,611)	(259,069)	(43,867)
Loss from discontinued operations, net of income taxes	(1,644)	(1,207)	(5,412)	(1,265)
Net loss	(244,808)	(19,818)	(264,481)	(45,132)
Accrued dividends on preferred stock	(1,805)	0	(2,258)	0
Deemed dividends on preferred stock	(2,186)	0	(3,350)	0
Loss attributable to common stockholders	$ (248,799)	$ (19,818)	$ (270,089)	$ (45,132)
Loss per common share:
Loss from continuing operations, basic and diluted (in dollars per share)	$ (3.60)	$ (0.27)	$ (3.85)	$ (0.64)
Loss from discontinued operations, basic and diluted (in dollars per share)	(0.02)	(0.02)	(0.08)	(0.02)
Loss per common share, basic and diluted (in dollars per share)	$ (3.62)	$ (0.29)	$ (3.93)	$ (0.66)
Weighted average common shares outstanding
Weighted average number of common shares outstanding (in shares)	68,698	68,468	68,668	68,354

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2013	$ 354,583	$ 0	$ 7	$ (10,311)	$ 519,625	$ (154,738)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options	906		1		905
Compensation under employee stock compensation plan	4,665				4,665
Net loss	(45,132)					(45,132)
Balance at Jun. 30, 2014	315,022	0	8	(10,311)	525,195	(199,870)
Balance at Dec. 31, 2014	216,805	0	8	(10,679)	529,682	(302,206)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Series A convertible preferred stock and warrants	6,570				6,570
Accrued dividends on preferred stock	(2,258)
Deemed dividends on preferred stock	(3,350)
Compensation under employee stock compensation plan	3,454				3,454
Surrender of stock to satisfy minimum tax withholding	(34)			(36)	2
Net loss	(264,481)					(264,481)
Balance at Jun. 30, 2015	$ (43,294)	$ 0	$ 8	$ (10,715)	$ 534,100	$ (566,687)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (264,481)	$ (45,132)
Less: loss from discontinued operations, net of income taxes	(5,412)	(1,265)
Loss from continuing operations, net of income taxes	(259,069)	(43,867)
Adjustments to reconcile loss from continuing operations, net of income taxes to net cash provided by (used in) operating activities:
Depreciation	8,434	7,794
Amortization of intangibles	2,979	3,323
Impairment of goodwill	238,000	0
Amortization of deferred financing costs and debt discount	1,792	2,745
Change in fair value of contingent consideration	(72)	(6,855)
Change in deferred income taxes	(15,834)	6,358
Compensation under stock-based compensation plans	2,819	4,884
Loss on disposal of fixed assets	628	0
Changes in assets and liabilities, net of acquired business:
Receivables, net of bad debt expense	10,299	(19,019)
Inventory	(5,149)	(58)
Prepaid expenses and other assets	(613)	3,745
Accounts payable	(12,912)	6,105
Claims payable	(3,346)	1,475
Amounts due to plan sponsors	(1,524)	816
Accrued interest	(148)	4,764
Accrued expenses and other liabilities	(8,335)	1,116
Net cash used in operating activities from continuing operations	(42,051)	(26,674)
Net cash used in operating activities from discontinued operations	(4,110)	(4,304)
Net cash used in operating activities	(46,161)	(30,978)
Cash flows from investing activities:
Purchases of property and equipment, net	(5,797)	(6,925)
Cash consideration paid for acquisitions, net of cash acquired	0	(454)
Net cash used in investing activities from continuing operations	(5,797)	(7,379)
Net cash provided by investing activities from discontinued operations	0	57,688
Net cash provided by (used in) investing activities	(5,797)	50,309
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock and warrants, net of issuance costs	58,951	0
Proceeds from senior notes due 2021, net of fees paid to lenders	0	193,868
Deferred and other financing costs	(1,218)	(1,161)
Borrowings on line of credit	129,163	85,400
Repayments on line of credit	(134,163)	(125,403)
Principal payments on long-term debt	0	(172,243)
Repayments of capital leases	(345)	(151)
Net proceeds from exercise of employee stock compensation plans	2	905
Net cash provided by (used in) financing activities from continuing operations	52,390	(18,785)
Net change in cash and cash equivalents	432	546
Cash and cash equivalents - beginning of period	740	1,001
Cash and cash equivalents - end of period	1,172	1,547
DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	18,391	12,232
Cash paid during the period for income taxes	$ 515	$ 349

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2015

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, 2014 (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 six months ended June 30, 2015 require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. 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.

Adjustment Relating to Deferred Financing Costs

During 2014 the Company discovered an error was made relating to deferred financing costs. The error was immaterial for the three months and six months ending June 30, 2014. As previously disclosed in the Annual Report, a cumulative adjustment was recorded in the fourth quarter of 2014.

Change in Estimate of the Collectability of Accounts Receivable

During 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 experienced more difficulty collecting the aged balances than it originally estimated. The Company provided incremental allowances in each quarter during 2014 to address the developing deterioration, and as such the Company materially changed its estimates based on actual collection experience during and after the acquisition disruption period.

Collections of billed revenues during the first 180 days have returned to historical Infusion Services segment levels during the six months ended June 30, 2015. The Company’s accounts receivable over 180 days have increased by $0.7 million since December 31, 2014 as several older balances are still the subject of collection projects with major payors. We believe we are adequately reserved on these balances over 180 days, however there is a higher risk of collection on these projects than the overall accounts receivable. The Company increased the allowance for doubtful accounts by $5.8 million from December 31, 2014 and the allowance for doubtful accounts as a percentage of total accounts receivable is 35.5% at June 30, 2015 compared to 32.1% at December 31, 2014. The increase in reserves was predominantly on aged balances over 365 days old.

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):



	June 30, 2015							December 31, 2014
	0 - 180 days		Over 180 days		Total			0 - 180 days		Over 180 days		Total
Government	$	24,706	$	13,114	$	37,820		$	25,812	$	13,036	$	38,848
Commercial	112,593		34,954		147,547			117,699		35,302		153,001
Patient	6,920		11,516		18,436			4,899		10,562		15,461
Gross accounts receivable	$	144,219	$	59,584	203,803			$	148,410	$	58,900	207,310
Allowance for doubtful accounts					(72,332		)					(66,500		)
Net accounts receivable					$	131,471						$	140,810

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03 “Interest - Imputation of Interest (subtopic 835-20): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted and will be applied on a retrospective basis. As of June 30, 2015 we have $2.9 million and $13.0 million of deferred financing costs that would be reclassified from a current and a long-term asset, respectively, to a reduction in the carrying amount of our debt.

In November 2014, the FASB issued ASU 2014-16 “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”). ASU 2014-16 requires an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument issued in the form of a share, including the embedded derivative feature that is being evaluated for separate accounting from the host contract when evaluating whether the host contract is more akin to debt or equity. ASU 2014-16 is effective for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

Loss Per Share

The Company presents basic and diluted earnings per share (“EPS”) for its common stock (“Common Stock”). Basic EPS is calculated by dividing the net loss attributable to common stockholders of the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to stockholders and the weighted average number of shares of Common Stock outstanding adjusted for the effects of all dilutive potential common shares comprised of options granted, unvested restricted stocks, warrants and convertible preferred stock. Potential Common Stock equivalents that have been issued by the Company related to outstanding stock options, unvested restricted stock and warrants are determined using the treasury stock method, while potential common shares related to Series A Preferred Stock are determined using the “if converted” method.

The Company's Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) is considered a participating security, which means the security may participate in undistributed earnings with Common Stock. The holders of the Series A Preferred Stock would be entitled to share in dividends, on an as-converted basis, if the holders of Common Stock were to receive dividends. The Company is required to use the two-class method when computing EPS when it has a security that qualifies as a participating security. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to Common Stock holders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding during the period. Diluted EPS for the Company’s Common Stock is computed using the more dilutive of the two-class method or the if-converted method.

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 June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Numerator:
Loss from continuing operations, net of income taxes	$	(243,164	)	$	(18,611	)	$	(259,069	)	$	(43,867	)
Loss from discontinued operations, net of income taxes	(1,644		)	(1,207		)	(5,412		)	(1,265		)
Net loss	$	(244,808	)	$	(19,818	)	$	(264,481	)	$	(45,132	)
Accrued dividends on Series A Preferred Stock	(1,805		)	—			(2,258		)	—
Deemed dividend on Series A Preferred Stock	(2,186		)	—			(3,350		)	—
Loss attributable to common stockholders	$	(248,799	)	$	(19,818	)	$	(270,089	)	$	(45,132	)

Denominator - Basic and Diluted:
Weighted average number of common shares outstanding	68,698			68,468			68,668			68,354

Loss per Common Share:
Loss from continuing operations, basic and diluted	$	(3.60	)	$	(0.27	)	$	(3.85	)	$	(0.64	)
Loss from discontinuing operations, basic and diluted	(0.02		)	(0.02		)	(0.08		)	(0.02		)
Net loss, basic and diluted	$	(3.62	)	$	(0.29	)	$	(3.93	)	$	(0.66	)

The loss attributable to common stockholders is 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 six months ended June 30, 2015 excludes the effect of securities issued in connection with the Purchase Agreement and Warrant Addendum (each as defined below) the Company entered into on March 9, 2015 and March 23, 2015, respectively (see Note 4 - PIPE Transaction) as their inclusion would be anti-dilutive to loss attributable to common stockholders, including the (i) 625,000 shares of Series A Preferred Stock with an initial conversion price of $5.17, (ii) 1,800,000 PIPE Class A Warrants (as defined below) with an exercise price of $5.17 and the (iii) 1,800,000 PIPE Class B Warrants (as defined below) with an exercise price of $6.45. The computation of diluted shares for the three months and six months ended June 30, 2014 excludes the effect of 3.1 million warrants with an exercise price of $10.00 issued in connection with the acquisition of Critical Homecare Solutions Holdings, Inc. (“CHS”) as their inclusion would be anti-dilutive to loss attributable to common stockholders. These warrants expired unexercised in March 2015 and are not impactful to the diluted shares calculation for the three months and six months ended June 30, 2015. In addition to the warrants, the computation of diluted shares for the three months ended June 30, 2015 and 2014, excludes the effect of 6.1 million and 4.1 million shares, respectively, of stock options and restricted stock awards as their inclusion would be anti-dilutive to loss attributable to common stockholders. The computation of diluted shares for the six months ended June 30, 2015 and 2014, excludes the effect of 5.6 million and 3.9 million shares, respectively, of stock options and restricted stock awards as their inclusion would be anti-dilutive to loss attributable to common stockholders.

STOCKHOLDERS' EQUITY	6 Months Ended
STOCKHOLDERS' EQUITY	Jun. 30, 2015
Equity [Abstract]
Stockholders' Equity	STOCKHOLDERS’ EQUITY PIPE Warrants In connection with the PIPE Transaction (see Note 4 - PIPE Transaction), the Company issued 1,800,000 Class A warrants (the “PIPE Class A Warrants”) and 1,800,000 Class B warrants (the “PIPE Class B Warrants” and, together with the PIPE Class A Warrants, the “PIPE Warrants”) which may be exercised to acquire shares of Common Stock. The rights and terms of the PIPE Class A Warrants and the PIPE Class B Warrants are identical except for the exercise price. Pursuant to an addendum (the “Warrant Addendum”), dated as of March 23, 2015, to the Warrant Agreement, dated as of March 9, 2015, with the PIPE Investors (as further described below), the PIPE Investors paid the Company $483,559 in the aggregate, and the per share exercise price of the PIPE Class A Warrants and PIPE Class B Warrants was set at $5.17 and $6.45, respectively, reduced from $5.295 to $5.17 and from $6.595 to $6.45, respectively. The PIPE Warrants are exercisable for a ten year term and may only be exercised for cash. The number of Common Stock that may be acquired upon exercise of the PIPE Warrants is subject to anti-dilution adjustments for stock splits, subdivisions, reclassifications or combinations, or the issuance of Common Stock for a consideration per share less than 85% of the market price per share immediately prior to such issuance. Upon the occurrence of certain business combinations the PIPE Warrants will be converted into the right to acquire shares of stock or other securities or property (including cash) of the successor entity. The PIPE Warrants became exercisable on May 11, 2015, the date Stockholder Approval (as defined below) was obtained at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”). Until Stockholder Approval was obtained, the PIPE Warrants contained certain restrictions preventing the holder together with its affiliates to beneficially own in the aggregate greater than 19.99% of the Company’s Common Stock after giving effect to the exercise of the PIPE Warrants (a “Conversion Cap”). As a result of the Company obtaining Stockholder Approval, the Conversion Cap ceased to apply. The carrying value assigned to the PIPE Warrants was $2.9 million (see Note 4 - PIPE Transaction) which is classified as additional paid in capital in stockholders’ equity on the Consolidated Balance Sheet. 2010 Common Stock Purchase Warrants In connection with the acquisition of CHS in March 2010, the Company issued 3.4 million warrants (the “2010 Warrants”) exercisable for Common Stock. The 2010 Warrants had a five year term with an exercise price of $10.00 per share. They were exercisable at any time prior to the expiration date. During the year ended December 31, 2013, the Company issued 78,567 shares of Common Stock pursuant to the cashless exercise of 256,175 of the 2010 Warrants. No 2010 Warrants were exercised during 2014 or during the three months ended March 31, 2015. The 2010 Warrants expired in March 2015.

- 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
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-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
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

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-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
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-Section S99
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-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
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-Topic 505
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-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
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-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
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-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

PIPE TRANSACTION

6 Months Ended

Jun. 30, 2015

Equity and Temporary Equity Disclosure [Abstract]

PIPE Transaction

PIPE TRANSACTION

Securities Purchase Agreement

On March 9, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, and Blackwell Partners, LLC, Series A, a Georgia limited liability company (collectively, the “PIPE Investors”), affiliates of Coliseum Capital Management, LLC, a Delaware limited liability company (“Coliseum”). Pursuant to the terms of the Purchase Agreement, the Company issued and sold to the PIPE Investors in a private placement (the “PIPE Transaction”) an aggregate of (a) 625,000 shares of Series A Preferred Stock at a purchase price per share of $100.00, (b) 1,800,000 PIPE Class A Warrants, and (c) 1,800,000 PIPE Class B Warrants, for gross proceeds of $62.5 million. The initial conversion price for the Series A Preferred Stock is $5.17. Pursuant to the Warrant Addendum with the PIPE Investors, the PIPE Investors paid the Company $483,559 in the aggregate, and the per share exercise price of the PIPE Class A Warrants and PIPE Class B Warrants was set at $5.17 and $6.45, respectively, reduced from $5.295 to $5.17 and from $6.595 to $6.45, respectively.

As disclosed in the Company’s definitive proxy materials relating to the 2015 Annual Meeting, the Company sought stockholder approval to remove certain conversion and voting restrictions affecting the Series A Preferred Stock and exercise restrictions affecting the PIPE Warrants (the “Stockholder Approval”). Until Stockholder Approval was obtained, the terms of the Series A Preferred Stock and the PIPE Warrants contained caps on the conversion of the Series A Preferred Stock into Common Stock and on the exercise of the PIPE Warrants to purchase Common Stock (the “Conversion Caps”) and a cap on the voting power (the “Voting Cap” and, together with the Conversion Caps, the “Caps”) that prevented the issuance of Common Stock if a single holder would own or vote more than 19.99% of the Common Stock or have more than 19.99% of the voting power. If the Company did not receive Stockholder Approval before September 30, 2015, then the Caps would have remained in effect and the dividend rates on the Series A Preferred Stock would have increased. As a result of obtaining Stockholder Approval on May 11, 2015, the Caps and other restrictions and conditions relating to the holders and their respective affiliates’ ability to vote and convert their shares of Series A Preferred Stock and exercise the PIPE Warrants ceased to apply.

The Purchase Agreement contains customary representations, warranties and covenants, including covenants relating to, among other things, information rights, the Company’s financial reporting, tax matters, listing compliance under the NASDAQ Global Market, Stockholder Approval, use of proceeds, and potential requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended to make a notice filing with respect to the exercise of the PIPE Warrants.

As of June 30, 2015, the Company had repaid approximately $45.3 million of the Revolving Credit Facility indebtedness and accrued interest, representing 77% of the PIPE Transaction’s net proceeds.

The PIPE Transaction is the subject of a putative securities class action lawsuit (see Note 11 - Commitments and Contingencies).

The proceeds from the Purchase Agreement were allocated among the instruments based on their relative fair values as follows (in thousands):



	Relative Fair Value Allocation
Financial instruments:	March 9, 2015
Series A Preferred Stock ¹	$	59,355
PIPE Warrants ²	3,145
Total Investment	$	62,500

¹ The fair value of the Series A Preferred Stock was determined using a binomial lattice model using the following assumptions: volatility of 55%, risk-free rate of 0.92%, and a dividend rate of 11.5%. The model also utilized various assumptions about the time to maturity and conditions under which conversion features would be exercised.

² The fair value of the PIPE Warrants was determined using the Black Scholes model using the following assumptions: volatility of 55%, risk-free rate of 0.92%, and stated exercise prices. The model also utilized various assumptions about the time to maturity and conditions under which exercise would occur.

Series A Convertible Preferred Stock

In connection with the PIPE Transaction, the Company authorized 825,000 shares and issued 625,000 shares of Series A Preferred Stock at $100.00 per share.

The Series A Preferred Stock may, at the option of the holder, be converted into Common Stock. Until Stockholder Approval was obtained, the Series A Preferred Stock beneficially owned by a holder and its affiliates could not be converted to the extent that, after giving effect to the conversion, the holder would beneficially own, in the aggregate, in excess of 19.99% of the shares of Common Stock outstanding immediately after the conversion (a “Conversion Cap”). As a result of the Company obtaining Stockholder Approval on May 11, 2015, the Conversion Cap ceased to apply to the Series A Preferred Stock. The conversion rate in effect at any applicable time for conversion of each share of Series A Preferred Stock into Common Stock will be the quotient obtained by dividing the Liquidation Preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial conversion price for the Series A Preferred Stock is $5.17, but is subject to adjustment from time to time upon the occurrence of certain events, including in the event of a stock split, a reverse stock split, or a dividend of Junior Securities (defined below) to the Company’s common stockholders.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a Liquidation Event), after satisfaction of all liabilities and obligations to creditors of the Company and distribution of any assets of the Company to the holders of any stock or debt that is senior to the Series A Preferred Stock, and before any distribution or payment shall be made to holders of any Junior Securities, each holder of Series A Preferred Stock will be entitled to (i) convert their shares of Series A Preferred Stock into Common Stock and receive their pro rata share of consideration distributed to the holders of Common Stock, or (ii) receive, out of the assets of the Company or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series A Preferred Stock equal to the Liquidation Preference. The initial Liquidation Preference was equal to $100.00 per share which may be adjusted from time to time by the accrual of non-cash dividends. As of June 30, 2015, the Liquidation Preference was $64.8 million. However, if, at any applicable date of determination of the liquidation preference, (i) any cash dividend has been declared but is unpaid or (ii) the Company has given notice (or failed to give such notice) of its intention to pay a cash dividend but such cash dividend has not yet been declared by the Company’s board of directors (the “Board”), then such cash dividends shall be deemed, for purposes of calculating the applicable liquidation preference, to be Accrued Dividends. Accrued Dividends are paid upon the occurrence of a Liquidation Event and upon conversion or redemption of the Series A Preferred Stock.

The Company may pay a noncumulative cash dividend on each share of the Series A Preferred Stock when, as and if declared by the Board at a rate of 8.5% per annum on the liquidation preference then in effect. Cash dividends, if declared, are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on the first calendar day of the first July or October following the date of original issuance of the Series A Preferred Stock. If declared, cash dividends will begin to accrue on the first day of the applicable quarterly dividend period. In the event the Company does not declare and pay a cash dividend, the liquidation preference of the Series A Preferred Stock will be increased to an amount equal to the liquidation preference in effect at the start of the applicable quarterly dividend period, plus an amount equal to such then applicable liquidation preference multiplied by 11.5% per annum. If the Company pays a dividend or makes a distribution on the outstanding Common Stock (other than in Junior Securities, as defined below), the Company must, at the same time, pay each holder of the Series A Preferred Stock a dividend equal to the dividend the holder would have received if all of the holder’s shares of Series A Preferred Stock were converted into Common Stock immediately prior to the record date for the dividend payment (“Participating Dividend”). The Company would not be required to pay the Participating Dividend if the Company dividend or distribution was in Common Stock, a security ranking equal to or junior to Common Stock, or a security convertible into Common Stock or a security ranking equal to or junior to Common Stock (“Junior Securities”). Instead, where the Company makes a dividend or distribution of a Junior Security, the holder of Series A Preferred Stock is entitled to anti-dilution protection in the form of an adjustment to the conversion price of the Series A Preferred Stock. Unless and until the Company obtains the required consent and/or amendment from the Company’s lenders under the Company’s Senior Credit Facilities (as defined below), the Company will not be permitted to pay cash dividends.

From and after the tenth anniversary of the original issuance of the Series A Preferred Stock, each holder of shares of Series A Preferred Stock will have the right to request that the Company redeem, in full, out of funds legally available, by irrevocable written notice to the Company, all of such holder’s shares of Series A Preferred Stock at a redemption price per share equal to the Liquidation Preference then in effect per share of Series A Preferred Stock. From and after the tenth anniversary of the original issuance of the Series A Preferred Stock, the Company may redeem the outstanding Series A Preferred Stock, in whole or in part, at a price per share equal to the Liquidation Preference then in effect.

The Series A Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding up or dissolution, rank senior to the Company’s Common Stock and each other class or series of shares that the Company may issue in the future that do not expressly provide that such class or series ranks equally with, or senior to, the Series A Preferred Stock, with respect to dividend rights and/or rights upon liquidation, winding up or dissolution. The Series A Preferred Stock will also rank junior to the Company’s existing and future indebtedness. Holders of shares of Series A Preferred Stock will be entitled to vote with the holders of shares of Common Stock (and any other class or series similarly entitled to vote with the holders of Common Stock) and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as the holders of Common Stock, on an as-converted basis. Until Stockholder Approval was obtained, the Series A Preferred Stock beneficially owned by a holder, or any of its affiliates could only be voted to an extent as not to exceed 19.99% of the aggregate voting power of all of the Company’s voting stock outstanding who may vote with respect to any proposal (the “Voting Cap”). As a result of the Company obtaining Stockholder Approval on May 11, 2015, the Voting Cap ceased to apply. So long as shares of the Series A Preferred Stock represent at least five percent (5%) of the outstanding voting stock of the Company, a majority of the voting power of the Series A Preferred Stock shall have the right to designate one (1) member to the Company’s Board who shall be appointed to a minimum of two (2) committees of the Board.

The following sets forth the initial carrying value of the Series A Preferred Stock which is classified as temporary equity (mezzanine equity) on the Consolidated Balance Sheet (in thousands):



	Carrying Value
Series A Preferred Stock:	March 9, 2015
Issuance date liquidation preference	$	62,500
Discount related to warrant value ¹	(3,145		)
Discount related to beneficial conversion feature ²	(3,145		)
Discount related to issuance costs ³	(3,830		)
Initial carrying value of Series A Preferred Stock	$	52,380

¹The discount related to the PIPE Warrants represents the difference between the redemption value of the Series A Preferred Stock and its allocated proceeds. The discount is accreted over the period from issuance to first available redemption and are presented as a deemed dividend on the Statement of Operations.

² The value assigned to the Beneficial Conversion Feature (BCF) reflects the difference between the initial fair value assigned to the Series A Preferred Stock and the conversion value. The BCF value is accreted over the period from issuance date to first date conversion to common shares may take place and is presented as a deemed dividend on the Statement of Operations.

³ The Company incurred issuance costs of $4.0 million associated with the PIPE Transaction. The issuance costs were allocated to the Series A Preferred Stock and PIPE Warrants based on the relative fair value of each instrument or $3.8 million and $0.2 million, respectively. The issuance costs are accreted over the period from issuance to first available redemption and are presented as a deemed dividend on the Statement of Operations.

As of June 30, 2015, the following values were accreted as described above and recorded as a reduction of additional paid in capital in Stockholders’ Equity and a deemed dividend on the Statement of Operations. In addition, dividends were accrued at 11.5% from the date of issuance to June 30, 2015. The following table sets forth the activity recorded in the quarter ended June 30, 2015 related to the Series A Preferred Stock (in thousands).



Series A Preferred Stock carrying value at issuance	$	52,380
Accretion of discount related to issuance costs	109
Accretion of discount related to warrant value	96
Accretion of discount related to beneficial conversion feature	3,145
Dividends recorded through June 2015¹	2,258
Series A Preferred Stock carrying value June 30, 2015	$	57,988

¹Dividends recorded reflect the increase in the Liquidation Preference associated with unpaid dividends.

PIPE Warrants

In connection with the PIPE Transaction, the Company issued 1,800,000 PIPE Class A Warrants and 1,800,000 PIPE Class B Warrants which may be exercised to acquire shares of Common Stock. The rights and terms of the PIPE Class A Warrants and the PIPE Class B Warrants are identical except for the exercise price. Pursuant to the Warrant Addendum, the PIPE Investors paid the Company $483,559 in the aggregate, and the per share exercise price of the PIPE Class A Warrants and PIPE Class B Warrants was set at $5.17 and $6.45, respectively, reduced from $5.295 to $5.17 and from $6.595 to $6.45, respectively. As noted above, the PIPE Class A Warrants and the PIPE Class B Warrants are collectively referred to as the “PIPE Warrants”.

The PIPE Warrants are exercisable for a ten year term and may only be exercised for cash. The number of shares of Common Stock that may be acquired upon exercise of the PIPE Warrants is subject to anti-dilution adjustments for stock splits, subdivisions, reclassifications or combinations, or the issuance of Common Stock for a consideration per share less than 85% of the market price per share immediately prior to such issuance. Upon the occurrence of certain business combinations the PIPE Warrants will be converted into the right to acquire shares of stock or other securities or property (including cash) of the successor entity.

The following sets forth the carrying value of the PIPE Warrants which is classified as equity on the Consolidated Balance Sheet (in thousands):



	Carrying Value
PIPE Warrants	March 9, 2015
Fair value allocated to PIPE Warrants	$	3,145
Discount related to issuance costs ¹	(203		)
Carrying value of PIPE Warrants	$	2,942

¹The Company incurred issuance costs of $4.0 million associated with the PIPE Transaction. The issuance costs were allocated to the Series A Preferred Stock and PIPE Warrants based on the relative fair value of each instrument or $3.8 million and $0.2 million, respectively.

Registration Rights Agreement

The Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the PIPE Investors that will, among other things and subject to certain exceptions, require the Company, upon the request of the holders of the Series A Preferred Stock to register the Common Stock of the Company issuable upon conversion of the Series A Preferred Stock or exercise of the PIPE Warrants. Pursuant to the terms of the Registration Rights Agreement, these registration rights will not become effective until one year after the closing date of the PIPE Transaction and the costs incurred in connection with such registrations will be borne by the Company.

ACQUISITION AND INTEGRATION EXPENSES

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Acquisition and Integration Expenses

ACQUISITION AND INTEGRATION EXPENSES

Expenses incurred to integrate acquisitions are recorded in acquisition and integration expenses on 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 six months ended June 30, 2015 and 2014 related to the CarePoint Business, HomeChoice Partners, and InfuScience acquisitions (in thousands):



	Three Months Ended June 30,					Six Months Ended June 30,
	2015			2014		2015			2014
Legal and professional fees	$	223		$	1,571	$	571		$	2,546
Employee costs including redundant salaries and benefits and severance	10			430		(332		)	1,580
Facilities consolidation and discontinuation	143			353		336			658
Change in revenue reserves related to acquired accounts receivable	(118		)	2,118		(463		)	5,420
Legal settlement	—			8		—			333
Other	1			853		367			1,295
Total	$	259		$	5,333	$	479		$	11,832

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. The allowance for doubtful accounts and contractual discounts on acquired accounts receivable were initially reserved at historical collection rates as of December 31, 2013. Based on lower than expected collections in 2014, the Company no longer expected to achieve historical collection rates on the acquired accounts receivable.

DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2015

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 Company has classified the net proceeds received from this sale in cash provided by investing activities from discontinued operations in the accompanying Consolidated Statements of Cash Flows.

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 decided in the second quarter of 2014 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 $0.4 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 operating results included in discontinued operations of the Home Health Business for the three months and six months ended June 30, 2015 and 2014 are summarized as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenue	$	—		$	502		$	—		$	18,932
Gross profit	$	—		$	173		$	—		$	6,954
Selling, general and administrative expenses	—			583			—			7,375
Bad debt expense	—			237			—			900
Income (loss) from operations	—			(647		)	—			(1,321		)
Gain on sale before income taxes	—			(1,072		)	—			(2,067		)
Financial advisory fee and legal expenses	—			—			—			2,875
Impairment of assets	—			—			—			452
Other costs and expenses	292			—			341			47
Income (loss) before income taxes	(292		)	425			(341		)	(2,628		)
Income tax expense (benefit)	—			(355		)	—			(4,186		)
Income (loss) from discontinued operations, net of income taxes	$	(292	)	$	780		$	(341	)	$	1,558

Pharmacy Services Asset Sale

On February 1, 2012, the Company entered into a Community Pharmacy and Mail Business Purchase Agreement by and among Walgreen Co. and certain subsidiaries 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.

The operating results of the divested traditional and specialty pharmacy mail operations and community pharmacies included in discontinued operations for the three months and six months ended June 30, 2015 and 2014, are summarized below (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenue	$	—		$	—		$	—		$	—
Gross profit	$	—		$	—		$	—		$	(27	)
Operating expenses	—			1,987			—			2,796
Legal fees and settlement expense	1,116			—			3,129			—
Other (income) expense	236			—			266			—
Facilities costs	—			—			1,676			—
Income (loss) from discontinued operations, net of income taxes	$	(1,352	)	$	(1,987	)	$	(5,071	)	$	(2,823	)

Operating expenses during the three months and six months ended June 30, 2015 primarily consist of legal fees related to the legal proceedings discussed in Note 11 - Commitments and Contingencies and facilities costs.

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 11 - Commitments and Contingencies). Cash payments of $6.1 million and $3.0 million related to the Settlement Agreements were made to the DOJ and Settling States in the three months and six months ended June 30, 2015 and 2014, respectively. In addition, cash payments of $0.3 million and $0.4 million were paid to the Relator in the three months and six months ended June 30, 2015 and 2014, respectively.

As of June 30, 2015 and December 31, 2014, there were accruals of $8.6 million and $13.0 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			Other Costs			Total
Balance at December 31, 2014	$	12,389		$	609		$	12,998
Expenses	1,076			1,795			2,871
Cash payments	(6,376		)	(856		)	(7,232		)
Balance at June 30, 2015	$	7,089		$	1,548		$	8,637

- 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

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

Goodwill consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands):



	Infusion Services		PBM Services		Total
Balance at December 31, 2014	$	560,579	12,744		573,323
Additions	—		—		—
Impairment of goodwill	$	238,000	$	—	$	238,000
Balance at June 30, 2015	$	322,579	$	12,744	$	335,323

The Company evaluates goodwill for impairment on an annual basis and whenever events or circumstances exist that indicates that the carrying value of goodwill may no longer be recoverable. The impairment evaluation is based on a two-step process. The first step (“Step 1”) 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 (“Step 2”) 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.

In the first quarter of 2015, we performed our annual goodwill impairment test and estimated the fair value of each of our reporting units as of the end of our most recent fiscal year. We concluded that the estimated fair value determined under our testing approach for each of our reporting units, as of December 31, 2014, was reasonable. In each case, the estimated fair value exceeded the respective carrying value. We concluded that the goodwill assigned to each reporting unit, as of December 31, 2014, was not impaired and that neither reporting unit was at risk of failing step one of the goodwill impairment test as prescribed under the ASC.

Business conditions have not significantly improved in recent months and our stock price has declined. As a result, we concluded that it was appropriate for us to perform a quantitative Step 1 interim goodwill impairment test as of June 30, 2015. Taking into consideration our updated business outlook for the remainder of fiscal 2015, we updated our future cash flow assumptions for our Infusion Services reporting unit and calculated updated estimates of fair value using the standard three step valuation approach. After updating our assumptions and projections, we then calculated an estimate of fair value for the reporting unit, consistent with our annual impairment test on December 31, 2014. As of June 30, 2015, we determined that our Infusion Services reporting unit had an indication of impairment and we proceeded to a Step 2 analysis to determine the amount of the goodwill impairment. The Step 1 analysis for our PBM Services reporting unit did not indicate a potential goodwill impairment. Therefore, no Step 2 was necessary.

Our fair value for each reporting unit is determined based on a guideline public company analysis or market approach which utilizes current earnings multiples of comparable publicly-traded companies, a guideline transaction analysis which utilizes select actual comparable industry transactions and a discounted cash flow analysis which uses significant unobservable inputs, or level 3 inputs, as defined by the fair value hierarchy. We have equally weighted the valuation of our reporting units based on the three methods. We believe that this weighting is appropriate.

The Step 2 analysis included determining the fair value of inventory and other current assets and liabilities, as well as fair values of equipment and fixtures. Key assumptions used in the impairment test included: growth rates ranging from 3.0% to 5.0%, EBITDA margins of 6% to 8%, and discount rates applied ranging from 9.0% to 11.0%. Although this analysis has not been completed due to its complexity, based on the work performed to date the Company has recorded a preliminary estimated impairment charge of $238.0 million in the second quarter of fiscal 2015, all of which related to our Infusion Services segment. The impairment charge is subject to finalization of fair value which the Company will complete in the third quarter of fiscal 2015. The Company believes that the preliminary estimate of impairment charge is reasonable and represents the Company’s best estimate of the impairment charge to be incurred; however, it is possible that a material adjustment to the preliminary estimate may be required as the analysis is finalized. Any adjustment to the preliminary estimated impairment charge will be recorded in the Unaudited Consolidated Financial Statements in the third quarter of 2015.

The accounting principles regarding goodwill acknowledge that the observed market prices of individual trades of a company's stock (and thus its computed market capitalization) may not be representative of the fair value of the company as a whole. Additional value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity's individual common stock. In most industries, including ours, an acquiring entity typically is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest. We have taken into consideration the current trends in our market capitalization and the current book value of our equity in relation to fair values arrived at in our interim fiscal 2015 goodwill impairment analysis, including the implied control premium, and have deemed the result to be reasonable.

Our goodwill impairment analysis is sensitive to changes in key assumptions used in our analysis, such as expected future cash flows, the degree of volatility in equity and debt markets, and our stock price. If the assumptions used in our analysis are not realized, it is possible that an impairment charge may need to be recorded in the future. We cannot accurately predict the amount and timing of any impairment of goodwill or other intangible assets. Further, as we work towards a turnaround of our business, we will need to continue to evaluate the carrying value of our goodwill. Any additional impairment charges that we may take in the future could be material to our results of operations and financial condition.

The Company will evaluate goodwill for possible impairment during the quarter ending December 31, 2015 unless an additional interim goodwill impairment test is required.

Intangible assets consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands):



	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Infusion customer relationships	$	25,650	$	(18,894	)	$	6,756	$	25,650	$	(16,615	)	$	9,035
Infusion trademarks	6,200		(5,983		)	217		6,200		(5,333		)	867
Non-compete agreements	1,500		(1,183		)	317		1,500		(1,133		)	367
	$	33,350	$	(26,060	)	$	7,290	$	33,350	$	(23,081	)	$	10,269

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



	Estimated Useful Life
Infusion customer relationships	2 - 4 years
Infusion trademarks	2 years
Non-compete agreements	5 years

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 $3.0 million and $3.3 million for the six months ended June 30, 2015 and 2014, respectively. Future amortization expense is anticipated to be as follows (in thousands):



2015 (six months)	$	2,162
2016	3,078
2017	1,983
2018	67
2019 and beyond	—
Total	$	7,290

- 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

6 Months Ended

Jun. 30, 2015

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, retention bonuses for certain critical personnel, certain excess facility costs for locations not yet abandoned and professional fees and other costs related to contract terminations and closed branches which are not classified as restructuring.

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 12.

Restructuring Phases

Restructuring Phase I commenced in 2010 with a strategic assessment of the Company’s business and operations. As a result of the assessment, the Company elected to focus investments in the Infusion Services segment and to pursue offers for its traditional and specialty pharmacy mail operations and community pharmacy stores. Accordingly, the Company consummated the Pharmacy Services Asset Sale in May 2012 and Restructuring Phase I was completed. 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 II

As a result of Restructuring Phase II, which is ongoing, the Company incurred restructuring expenses of approximately $0.9 million and $1.9 million during three months and six months ended June 30, 2015, respectively, consisting of employee severance and other benefit-related costs as the result of workforce reductions, third-party consulting and other costs. Restructuring expenses for the three months and six months ended June 30, 2014 were $3.0 million and $6.8 million, respectively, including approximately $1.3 million of employee severance and other benefit-related costs related to workforce reductions and $5.3 million in third party consulting costs.

Since inception of Restructuring Phase II, the Company has incurred approximately $18.2 million in total expenses, consisting of $6.3 million of employee severance and other benefit-related costs related to workforce reductions, $8.2 million in third party consulting costs and $3.7 million of other costs.

As of June 30, 2015, there are restructuring accruals of approximately $1.3 million related to Restructuring 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, 2014	$	1,385		$	481		$	1,476		$	3,342
Expenses	732			111			1,098			1,941
Cash payments	(984		)	(589		)	(2,389		)	(3,962		)
Balance at June 30, 2015	$	1,133		$	3		$	185		$	1,321

Other Expenses

Other expenses include transitional costs such as training, redundant salaries, retention bonuses for certain critical personnel, certain excess facility costs for locations not yet abandoned and professional fees and other costs related to contract terminations and closed branches which are not classified as restructuring. Other expenses totaled $4.2 million and $0.9 million for the three months ended June 30, 2015 and 2014, respectively, and $6.7 million and $1.6 million for the six months ended June 30, 2015 and 2014, respectively.

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

PROPERTY AND EQUIPMENT

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



	June 30, 2015			December 31, 2014
Computer and office equipment	$	22,869		$	22,662
Software capitalized for internal use	16,043			14,914
Vehicles, including equipment acquired under capital leases	2,062			2,106
Medical equipment, including equipment acquired under capital leases	27,954			27,668
Construction in progress	4,379			3,287
Furniture and fixtures	4,548			4,487
Leasehold improvements	13,998			13,690
	91,853			88,814
Less: Accumulated depreciation	(56,947		)	(50,643		)
Property and equipment, net	$	34,906		$	38,171

The Company had an insignificant amount of vehicles and medical equipment under capital lease as of June 30, 2015 and December 31, 2014.

Depreciation Expense

Depreciation expense, including expense related to assets under capital lease, was $4.1 million and $4.0 million for the three months ended June 30, 2015 and 2014, respectively, and $8.4 million and $7.8 million for the six months ended June 30, 2015 and 2014, respectively. Depreciation expense includes costs related to software capitalized for internal use of $0.6 million and $0.7 million for the three months ended June 30, 2015 and 2014, respectively, and $1.3 million and $1.1 million for the six months ended June 30, 2015 and 2014, respectively.

DEBT

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Debt

DEBT

As of June 30, 2015 and December 31, 2014, the Company’s debt consisted of the following obligations (in thousands):



	June 30, 2015		December 31, 2014
Revolving Credit Facility	$	—	$	5,000
Term Loan Facilities	222,757		222,757
2021 Notes, net of unamortized discount	195,745		195,462
Capital leases	355		584
Total Debt	418,857		423,803
Less: Current portion	238		5,395
Long-term debt, net of current portion	$	418,619	$	418,408

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 11- 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%.

On March 1, 2015, the Company entered into the Third Amendment to the Senior Credit Facilities, which establishes an alternate leverage test for the fiscal quarters ending March 31, 2015 through and including March 31, 2016. The maximum net leverage ratio for these quarters is consistent with that in effect for the prior four fiscal quarters. The Third Amendment eliminated the need to meet progressively lower leverage ratio requirements at each quarter end date for the next four quarters. The Third Amendment also reduces the Revolver Covenant Triggering Event from 25% of the Aggregate Revolving Commitment Amount to 5% of the Aggregate Revolving Commitment Amount beginning with the quarter ended June 30, 2015 and provides for certain additional financial reporting.

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 6 - 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 June 30, 2015, 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.

In connection with the PIPE Transaction (see Note 4 - PIPE Transaction), the Company was required to use at least 75% of the net proceeds for the repayment of outstanding indebtedness. As of June 30, 2015, the Company has repaid approximately $45.3 million of the Revolving Credit Facility indebtedness and accrued interest from those proceeds.

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.

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 June 30, 2015, 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. As of June 30, 2015, the Company does not have any independent assets or operations, and as a result, its direct and indirect subsidiaries (other than minor subsidiaries), each being 100% owned by the Company, are fully and unconditionally, jointly and severally, providing guarantees on a senior unsecured basis to the 2021 Notes.

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 filed an exchange offer registration statement on Form S-4 on February 6, 2015 and a related amendment on May 1, 2015, which was declared effective on May 6, 2015, to exchange the 2021 Notes for substantially identical notes registered under the Securities Act. The Company filed a shelf registration statement to cover resales of the 2021 Notes under certain circumstances. The Company completed the exchange offer with respect to the 2021 Notes on June 16, 2015.

Deferred Financing Costs

In connection with the Third Amendment to the Senior Credit Facilities during the first quarter of 2015, the Company incurred $1.2 million in deferred financing costs. The deferred financing costs will be reflected as additional debt discount and amortized as an adjustment of interest expense over the remaining term of the Senior Credit Facilities using the effective interest method.

In connection with the issuance of the 2021 Notes, the Company incurred underwriting fees, agent fees, legal fees and other expenses of $0.5 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 six months ended June 30, 2015 and 2014 (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revolving Credit Facility	$	223		$	184		$	870		$	768
Term Loan Facilities	3,660			3,669			7,279			9,419
2021 Notes	4,438			4,437			8,727			6,744
Amortization of deferred financing costs	693			727			1,334			2,550
Amortization of debt discount	142			129			282			195
Other, net	(76		)	(11		)	(249		)	(42		)
Interest expense, net	$	9,080		$	9,135		$	18,243		$	19,634

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Shareholder Class Action Litigation in the Delaware Court of Chancery

On April 9, 2015, two separate putative class action lawsuits were filed in the Delaware Court of Chancery (the “Delaware Court”) by purported stockholders Lawrence Cline and Roger Rubin (“Plaintiffs”), respectively, in connection with the Purchase Agreement with the PIPE Investors, against the Company, Directors of the Company and the PIPE Investors. Pursuant to the Purchase Agreement, the Company issued and sold to the PIPE Investors in a private placement (as defined above, the “PIPE Transaction”) an aggregate of (a) 625,000 shares of Series A Preferred Stock, (b) 1,800,000 PIPE Class A Warrants, and (c) 1,800,000 PIPE Class B Warrants, as further described below.

As disclosed in the Company’s definitive proxy materials relating to the 2015 Annual Meeting, the Company sought Stockholder Approval to remove certain conversion and voting restrictions affecting the Series A Preferred Stock and exercise restrictions affecting the PIPE Warrants (as defined above, the “Stockholder Approval”). Until Stockholder Approval was obtained, the terms of the Series A Preferred Stock and the PIPE Warrants contained caps on the conversion of the Series A Preferred Stock into Common Stock and on the exercise of the PIPE Warrants to purchase Common Stock (the “Conversion Caps”) and a cap on voting power (the “Voting Cap” and, together with the Conversion Caps, the “Caps”) that prevented the issuance of Common Stock if a single holder would own or vote more than 19.99% of the Common Stock or have more than 19.99% of the voting power. If the Company did not receive Stockholder Approval before September 30, 2015, then the Caps would have remained in effect and the dividend rates on the Series A Preferred Stock would have increased (the “Dividend Rate Adjustment”).

The Plaintiffs asserted, among other things, that the Dividend Rate Adjustment was invalid, that the Board had breached their fiduciary duties and that the stockholder vote on the Stockholder Approval scheduled for the 2015 Annual Meeting was coercive and based on inadequate disclosure. The Plaintiffs’ complaint sought a preliminary and permanent injunction, enjoining the vote on Stockholder Approval at the 2015 Annual Meeting, additional disclosures, certain declaratory relief, and costs and disbursements, including attorneys’ fees, costs and expenses. On April 17, 2015, the two separate class action lawsuits were consolidated by order of the Delaware Court as In re BioScrip, Inc. Stockholder Litigation, Consol. C.A. 10893-VCG (the “Delaware Action”).

On April 30, 2015, the Company entered into a memorandum of understanding (the “Memorandum of Understanding”) to settle the Delaware Action. The parties entered into a stipulation of settlement on May 11, 2015 (the “Stipulation of Settlement”). In consideration for the full settlement and release of the Delaware Action (the “Settlement”), the Stipulation of Settlement provided for, among other things, agreement that if Stockholder Approval was obtained, causing the Caps to be removed and the Dividend Rate Adjustment to never go into effect, the Delaware Action will be dismissed with prejudice, subject to court approval. The Stipulation of Settlement also provided for an award of no more than $750,000 in attorneys’ fees and expenses to Plaintiffs’ counsel, subject to court approval.

Stockholder Approval was obtained at the 2015 Annual Meeting on May 11, 2015, and, therefore, subject to court approval of the Settlement, the Delaware Action will be dismissed with prejudice by the Delaware Court in accordance with the terms of the Stipulation of Settlement. The Delaware Court held a hearing on July 29, 2015, to consider the fairness of the Settlement and award of Plaintiffs’ attorneys’ fees. The order approving the Settlement and award of $750,000 in attorneys’ fees and expenses to Plaintiff’s counsel was issued on July 29, 2015.

The Company carries insurance coverage in such amounts as we believe to be reasonable under the circumstances, which will cover a certain percentage of the attorneys’ fees award. We believe the action may implicate one or more indemnification agreements between the Company and certain defendants, for which there may be no insurance coverage. While no assurance can be given as to the ultimate outcome of this matter, we believe that the final resolution of this action is not likely to have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Derivative Lawsuit in Delaware Court of Chancery

On May 7, 2015, a derivative complaint was filed in the Delaware Court of Chancery by the Park Employees’ & Retirement Board Employees’ Annuity & Benefit Fund of Chicago (the “Delaware Complaint”). The Delaware Complaint names as defendants certain current and former directors of the Company, consisting of Richard M. Smith, Myron Holubiak, Charlotte Collins, Samuel Frieder, David Huber, Richard Robbins, Stuart Samuels and Gordon Woodward (collectively, the “Director Defendants”), certain current and former officers of the Company, consisting of Kimberlee Seah, Hai Tran and Patricia Bogusz (collectively the “Officer Defendants”), Kohlberg & Co., L.L.C., Kohlberg Management V, L.L.C., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P. and Jefferies LLC. The Company is also named as a nominal defendant in the Delaware Complaint. The Delaware Complaint was filed in the Delaware Court of Chancery as Park Employees and Retirement Board Employees’ Annuity and Benefit Fund of Chicago v. Richard M. Smith, Myron Z. Holubiak, Charlotte W. Collins, Samuel P. Frieder, David R. Huber, Richard L. Robbins, Stuart A. Samuels, Gordon H. Woodward, Kimberlee C. Seah, Hai V. Tran, Patricia Bogusz, Kohlberg & Co., L.L.C., Kohlberg Management V, L.L.C., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Jefferies LLC and BioScrip, Inc., C.A. No. 11000-VCG (Del. Ch. Ct., May 7, 2015).

The Delaware Complaint alleges generally that certain defendants breached their fiduciary duties with respect to the Company’s public disclosures, oversight of Company operations, secondary stock offerings and stock sales. The Delaware Complaint also contends that certain defendants aided and abetted those alleged breaches. The damages sought are not quantified but include, among other things, claims for money damages, restitution, disgorgement, equitable relief, reasonable attorneys’ fees, costs and expenses, and interest. The Delaware Complaint incorporates the same factual allegations from In re BioScrip, Inc., Securities Litigation (described below). On June 16, 2015, all defendants moved to dismiss the case. Briefing for the motion to dismiss is currently scheduled to be completed by November 30, 2015.

The Company, Director Defendants and the Officer Defendants deny any allegations of wrongdoing in this lawsuit. The Company and such persons believe all of the claims in this lawsuit are without merit and intend to vigorously defend against these claims. However, there is no assurance that the defense will be successful or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Certain of the defendants have sought indemnification from the Company pursuant to certain indemnification agreements, for which there may be no insurance coverage. Additional similar lawsuits may be filed. Moreover, we are unable to predict the outcome or reasonably estimate a range of possible loss at this time. While no assurance can be given as to the ultimate outcome of this matter, we believe that the final resolution of this action is not likely to have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Discontinued Operations Contingency - Prior State Regulatory Matter

The Company has accrued an estimate of a potential loss as of June 30, 2015 in connection with a pending regulatory matter related to certain discontinued operations of the Company (see Note 6 - Discontinued Operations). The accrual recorded represents the Company’s best estimate of the exposure.

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 June 30, 2015, the Company has paid $9.1 million, including interest, related to the Settlement Agreements and $0.7 million 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 as In re BioScrip, Inc., Securities Litigation, No. 13-cv-6922 (AJN) 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 to 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. On March 31, 2015, the Court granted in part and denied in part the defendants’ motions to dismiss. On April 14, 2015, a motion to reconsider a portion of the Court’s denial of the motions to dismiss was filed on behalf of all remaining defendants. Plaintiffs filed their opposition to that motion on April 28, 2015. On June 5, 2015, the Court denied the defendants’ motion to reconsider. The parties have agreed to a mediation of all pending claims, which is currently scheduled to take place in September 2015.

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. Certain of the defendants have sought indemnification from the Company, pursuant to certain indemnification agreements, for which there may be no insurance coverage. While no assurance can be given as to the ultimate outcome of this matter, we believe that the final resolution of this action is not likely to have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

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 June 30, 2015, 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. The arbitration process is expected to take several more months. As of June 30, 2015, no reserve has been provided for the amounts due to the Company as we believe the amounts owed will be paid in full, however, there are uncertainties around any arbitration process.

Government Regulation

Various federal and state laws and regulations affecting the healthcare industry do or may impact the Company’s current and planned operations, including, without limitation, federal and state laws prohibiting kickbacks in government health programs, federal and state antitrust and drug distribution laws, and a wide variety of consumer protection, insurance and other state laws and regulations. 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 often uncertain in their application to our business practices as they evolve and are subject to rapid change. 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 investigatory subpoenas and requests for information from governmental agencies and private parties. 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 failure to do so 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 June 30, 2015, future minimum lease payments under operating and capital leases are as follows (in thousands):



	Operating Leases		Capital Leases		Total
2015 (six months)	$	4,560	$	181	$	4,741
2016	7,921		122		8,043
2017	6,773		62		6,835
2018	4,713		11		4,724
2019	2,731		—		2,731
2020 and thereafter	2,357		—		2,357
Total	$	29,055	$	376	$	29,431

Rent expense for leased facilities and equipment was approximately $1.8 million and $2.0 million three months ended June 30, 2015 and 2014, respectively, and $3.7 million and $3.9 million for the six months ended June 30, 2015 and 2014, respectively.

Purchase Commitments

As of June 30, 2015, the Company had commitments to purchase prescription drugs from drug manufacturers of approximately $23.3 million during the remainder of 2015. These purchase commitments are made at levels expected to be used in the normal course of business.

OPERATING AND REPORTABLE SEGMENTS

6 Months Ended

Jun. 30, 2015

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 on March 31, 2014, 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 nursing support and clinical management services, equipment to administer the correct dosage and patient training designed to improve patient outcomes.

The PBM Services operating and reportable segment consists of 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 one of the Company’s participating network pharmacies receive prescription medications at a discounted price compared to the retail price. In addition, in the Company’s capacity as a pharmacy benefit manager, it has fully funded prescription benefit programs where the Company reimburses its network pharmacies and third party payors in turn reimburse the Company based on Medi-Span reported pricing for those claims fulfilled for their plan participants.

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, impairments and stock-based compensation expense and prior to the allocation of certain corporate expenses. Segment Adjusted EBITDA excludes acquisition, integration and transitional expenses; restructuring and other expense; and other expenses related to the Company’s strategic assessment. Segment Adjusted EBITDA also excludes the operating losses of start-up branch locations that the Company has invested in organically rather than through acquisition. Segment Adjusted EBITDA is a measure of earnings that management monitors as an important indicator of operating and financial performance. The accounting policies of the operating and reportable segments are consistent with those described in the Company's summary of significant accounting policies.

Segment Reporting Information

(in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Results of Operations:
Revenue:
Infusion Services - product revenue	$	241,020		$	225,277		$	480,067		$	441,180
Infusion Services - service revenue	5,957			5,271			11,187			10,437
Total Infusion Services revenue	246,977			230,548			491,254			451,617
PBM Services - service revenue	15,386			16,577			32,790			34,801
Total revenue	$	262,363		$	247,125		$	524,044		$	486,418

Adjusted EBITDA by Segment before corporate overhead:
Infusion Services	$	4,140		$	16,194		$	16,839		$	31,155
PBM Services	1,737			1,837			3,126			3,512
Total Segment Adjusted EBITDA	5,877			18,031			19,965			34,667
Corporate overhead	(8,411		)	(7,016		)	(16,179		)	(14,492		)
Consolidated Adjusted EBITDA	(2,534		)	11,015			3,786			20,175
Interest expense, net	(9,080		)	(9,135		)	(18,243		)	(19,634		)
Loss on sale of assets	(628		)				(628		)	—
Income tax (expense) benefit	19,921			(3,063		)	17,993			(6,554		)
Depreciation	(4,130		)	(3,958		)	(8,434		)	(7,794		)
Amortization of intangibles	(1,489		)	(1,620		)	(2,979		)	(3,323		)
Impairment of goodwill	(238,000		)	—			(238,000		)	—
Stock-based compensation expense	(1,162		)	(1,998		)	(2,819		)	(4,884		)
Acquisition and integration expenses	(259		)	(5,333		)	(479		)	(11,832		)
Restructuring and other expenses	(5,803		)	(4,519		)	(9,266		)	(10,021		)
Loss from continuing operations, net of income taxes	$	(243,164	)	$	(18,611	)	$	(259,069	)	$	(43,867	)



Supplemental Operating Data
	June 30, 2015		December 31, 2014
Total Assets:
Infusion Services	$	510,566	$	755,955
PBM Services	26,702		29,147
Corporate unallocated, including cash and cash equivalents	39,881		39,611
Total Assets	$	577,149	$	824,713

- 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

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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

CONCENTRATION OF RISK	6 Months Ended
CONCENTRATION OF RISK	Jun. 30, 2015
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. One commercial payor, United Healthcare, accounted for approximately 24% of revenue during the three months and six months ended June 30, 2015 and 2014. In addition, Medicare accounted for approximately 10% and 12% of revenue during the three months and six months ended June 30, 2015 and June 30, 2014, respectively. The majority of the revenue is related to the Infusion Services segment. Therapy Revenue Risk The Company sells products related to the Immune Globulin therapy, which represented 16% and 17% for the three months ended June 30, 2015 and 2014, respectively, and 16% and 18% for the six months ended June 30, 2015 and 2014, respectively. The revenue is related to the Infusion Services segment.

INCOME TAXES

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company’s Federal and state income tax expense from continuing operations for the three months and six months ended June 30, 2015 and 2014 is summarized in the following table (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Current
Federal	$	—		$	—		$	—		$	—
State	29			(587		)	30			196
Total current	29			(587		)	30			196
Deferred
Federal	(16,816		)	3,248			(15,188		)	5,644
State	(3,134		)	402			(2,835		)	714
Total deferred	(19,950		)	3,650			(18,023		)	6,358
Total income tax expense (benefit)	$	(19,921	)	$	3,063		$	(17,993	)	$	6,554

The tax benefit recognized for the three months and six months ended June 30, 2015 is a result of the decrease in deferred tax liability related to goodwill which decreased due to the goodwill impairment charge.

The Company’s reconciliation of the statutory rate from continuing operations to the effective income tax rate for the three months and six months ended June 30, 2015 and 2014 is summarized as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Tax benefit at statutory rate	$	(92,080	)	$	(5,374	)	$	(96,972	)	$	(13,044	)
State tax expense (benefit), net of Federal taxes	11			(384		)	11			125
Change in tax contingencies	2			—			2			—
Valuation allowance changes affecting income tax expense	31,098			8,755			37,879			19,356
Impairment of goodwill	40,977			—			40,977			—
Non-deductible transaction costs and other	71			66			110			117
Income tax expense (benefit)	$	(19,921	)	$	3,063		$	(17,993	)	$	6,554

STOCK-BASED COMPENSATION	6 Months Ended
STOCK-BASED COMPENSATION	Jun. 30, 2015
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, non-qualified stock options, stock appreciation rights ("SARs"), restricted stock grants, restricted stock units and performance units to key 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 June 30, 2015, 1,858,427 shares remain available for grant under the 2008 Plan. Stock Options The Company recognized compensation expense related to stock options of $1.2 million and $1.5 million during the three months ended June 30, 2015 and 2014, respectively, and $3.1 million and $3.3 million during the six months ended June 30, 2015 and 2014, respectively. Restricted Stock The Company recognized compensation expense related to restricted stock awards of $0.1 million and $0.2 million during the three months ended June 30, 2015 and 2014, respectively and $0.3 million and $1.3 million during the six months ended June 30, 2015 and 2014, respectively. Stock Appreciation Rights The Company recognized compensation (benefit) related to stock appreciation rights awards of $(0.1) million and $0.3 million during the three months ended June 30, 2015 and 2014, respectively and $(0.6) million and $0.2 million during six months ended June 30, 2015 and 2014, 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 quarterly offering period. 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. The Company recently implemented the ESPP and employee participation began April 1, 2015. As of June 30, 2015, no shares have been issued and less than $0.1 million of expense has been incurred under the ESPP. On July 2, 2015, the Company purchased and delivered 40,261 shares of Common Stock to its employees pursuant to the ESPP.

SUBSEQUENT EVENT	6 Months Ended
SUBSEQUENT EVENT	Jun. 30, 2015
Subsequent Events [Abstract]
Subsequent Event	SUBSEQUENT EVENTS Rights Offering Subsequent to June 30, 2015, the Company completed its previously announced rights offering (the "Rights Offering”) pursuant to which the Company had distributed subscription rights to purchase units consisting of (1) Series A Preferred Stock, par value $0.0001 per share, each share convertible into shares of Common Stock at a conversion price of $5.17 per share, (2) Class A warrants to purchase one share of Common Stock at a price of $5.17 per share (the “Public Class A Warrants”), and (3) Class B warrants to purchase one share of Common Stock at a price of $6.45 per share (the “Public Class B Warrants" and, together with the Public Class A Warrants, the “Public Warrants”). The Rights Offering expired on July 27, 2015, pursuant to which the Company’s stockholders exercised subscription rights to purchase 10,822 units, consisting of an aggregate of 10,822 shares of the Series A Preferred Stock, 31,025 Public Class A Warrants, and 31,025 Public Class B Warrants, at a subscription price of $100.00 per unit. Pursuant to the Rights Offering, the Company raised gross proceeds of approximately $1.1 million. With the exception of the expiration date, the PIPE Class A Warrants issued pursuant to the PIPE Transaction, as amended by the Warrant Addendum, have the same terms as the Public Class A Warrants issued pursuant to the Rights Offering. Similarly, with the exception of the expiration date, the PIPE Class B Warrants issued pursuant to the PIPE Transaction, as amended by the Warrant Addendum, have the same terms as the Public Class B Warrants issued pursuant to the Rights Offering. Fourth Amendment to Senior Credit Facilities On August 6, 2015, the Company entered into a fourth amendment (the “Fourth Amendment”) to its Senior Credit Facilities. The Fourth Amendment, among other things, provides additional relief with respect to measuring compliance with the maximum first lien net leverage ratio for the fiscal quarters ending September 30, 2015 through and including March 31, 2017 and modifies and extends an alternate leverage test for the fiscal quarters ending September 30, 2015 through and including March 31, 2017. The levels for the maximum first lien net leverage ratio for certain of these quarters were increased by the Fourth Amendment. The availability of the alternative first lien net leverage ratio is subject to a number of conditions, including a minimum liquidity requirement and a maximum utilization test. Sale of PBM Services segment On August 9, 2015, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and between the Company, BioScrip PBM Services, LLC (the “Seller”) and ProCare Pharmacy Benefit Manager Inc., a privately held pharmacy benefit manager and part of the ProCare Rx companies (the “Buyer”), for the sale of the Company’s PBM Services segment (the “PBM Business”). The sale of the PBM Business (the “Transaction”) pursuant to the Asset Purchase Agreement is in furtherance of the Company’s strategy to divest its non-core businesses and focus its growth initiatives and capital in its Infusion Services segment. The closing of the Transaction is expected to occur on August 27, 2015 (the “Closing Date”). Pursuant to the Asset Purchase Agreement, the Buyer has agreed to acquire substantially all of the assets used solely in connection with the PBM Business and to assume certain PBM Business liabilities for a total cash purchase price of approximately $25 million (the “Purchase Price”), subject to adjustment based on the total net working capital of the PBM Business as of the Closing Date. At the closing of the Transaction, the Buyer will pay the Purchase Price to the Seller. The Transaction and the other transactions contemplated by the Asset Purchase Agreement are subject to customary closing conditions, including compliance with covenants and receipt of certain contractual consents. Pursuant to the Asset Purchase Agreement, the Company has guaranteed to the Buyer the payment in full of all amounts of the Sellers’s obligations to indemnify the Buyer under the Asset Purchase Agreement. The Asset Purchase Agreement contains standard and customary representations, warranties, covenants and indemnification provisions, including indemnification by the Seller with respect to claims related to actions taken or events occurring prior to the Closing Date. The Asset Purchase Agreement may be terminated at any time prior to the Closing Date by mutual agreement of the Seller and Buyer, or by either the Seller or the Buyer if the other party fails to satisfy the applicable closing conditions under the Asset Purchase Agreement by September 30, 2015. 2015 Financial Improvement Plan On August 10, 2015, the Company announced a plan to implement a new operations financial improvement plan (the “Financial Improvement Plan”) as part of an initiative to accelerate long-term growth, reduce costs and increase operating efficiencies. In connection with the Financial Improvement Plan, the Company intends to consolidate corporate functions in the Company’s Eden Prairie, Minnesota facility and close the Elmsford, New York office by December 31, 2015. The Company estimates that the Financial Improvement Plan will be substantially completed by the end of the fourth quarter of 2015 and expects it will result in approximately 300 job losses. These targeted reductions are not expected to impact the Company’s ability to provide quality care and service to patients. The Company expects that it will incur costs related to the Financial Improvement Plan.

BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Consolidation

Change in Estimate of the Collectability of Accounts Receivable


•	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.

Recent Accounting Pronouncements

BASIS OF PRESENTATION (Tables)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Aging of net accounts receivable



	June 30, 2015							December 31, 2014
	0 - 180 days		Over 180 days		Total			0 - 180 days		Over 180 days		Total
Government	$	24,706	$	13,114	$	37,820		$	25,812	$	13,036	$	38,848
Commercial	112,593		34,954		147,547			117,699		35,302		153,001
Patient	6,920		11,516		18,436			4,899		10,562		15,461
Gross accounts receivable	$	144,219	$	59,584	203,803			$	148,410	$	58,900	207,310
Allowance for doubtful accounts					(72,332		)					(66,500		)
Net accounts receivable					$	131,471						$	140,810

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2015

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 June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Numerator:
Loss from continuing operations, net of income taxes	$	(243,164	)	$	(18,611	)	$	(259,069	)	$	(43,867	)
Loss from discontinued operations, net of income taxes	(1,644		)	(1,207		)	(5,412		)	(1,265		)
Net loss	$	(244,808	)	$	(19,818	)	$	(264,481	)	$	(45,132	)
Accrued dividends on Series A Preferred Stock	(1,805		)	—			(2,258		)	—
Deemed dividend on Series A Preferred Stock	(2,186		)	—			(3,350		)	—
Loss attributable to common stockholders	$	(248,799	)	$	(19,818	)	$	(270,089	)	$	(45,132	)

Denominator - Basic and Diluted:
Weighted average number of common shares outstanding	68,698			68,468			68,668			68,354

Loss per Common Share:
Loss from continuing operations, basic and diluted	$	(3.60	)	$	(0.27	)	$	(3.85	)	$	(0.64	)
Loss from discontinuing operations, basic and diluted	(0.02		)	(0.02		)	(0.08		)	(0.02		)
Net loss, basic and diluted	$	(3.62	)	$	(0.29	)	$	(3.93	)	$	(0.66	)

PIPE TRANSACTION (Tables)

6 Months Ended

Jun. 30, 2015

Equity and Temporary Equity Disclosure [Abstract]

Schedule of allocation of proceeds from the Purchase Agreement based on relative fair values

The proceeds from the Purchase Agreement were allocated among the instruments based on their relative fair values as follows (in thousands):



	Relative Fair Value Allocation
Financial instruments:	March 9, 2015
Series A Preferred Stock ¹	$	59,355
PIPE Warrants ²	3,145
Total Investment	$	62,500

Carrying value of Series A Preferred Stock

The following sets forth the initial carrying value of the Series A Preferred Stock which is classified as temporary equity (mezzanine equity) on the Consolidated Balance Sheet (in thousands):



	Carrying Value
Series A Preferred Stock:	March 9, 2015
Issuance date liquidation preference	$	62,500
Discount related to warrant value ¹	(3,145		)
Discount related to beneficial conversion feature ²	(3,145		)
Discount related to issuance costs ³	(3,830		)
Initial carrying value of Series A Preferred Stock	$	52,380

The following table sets forth the activity recorded in the quarter ended June 30, 2015 related to the Series A Preferred Stock (in thousands).



Series A Preferred Stock carrying value at issuance	$	52,380
Accretion of discount related to issuance costs	109
Accretion of discount related to warrant value	96
Accretion of discount related to beneficial conversion feature	3,145
Dividends recorded through June 2015¹	2,258
Series A Preferred Stock carrying value June 30, 2015	$	57,988

¹Dividends recorded reflect the increase in the Liquidation Preference associated with unpaid dividends.

Carrying value of 2015 Warrants

The following sets forth the carrying value of the PIPE Warrants which is classified as equity on the Consolidated Balance Sheet (in thousands):



	Carrying Value
PIPE Warrants	March 9, 2015
Fair value allocated to PIPE Warrants	$	3,145
Discount related to issuance costs ¹	(203		)
Carrying value of PIPE Warrants	$	2,942

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

ACQUISITION AND INTEGRATION EXPENSES (Tables)

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Schedule of Acquisition Related Costs

The following table summarizes the acquisition and integration expenses for the three months and six months ended June 30, 2015 and 2014 related to the CarePoint Business, HomeChoice Partners, and InfuScience acquisitions (in thousands):



	Three Months Ended June 30,					Six Months Ended June 30,
	2015			2014		2015			2014
Legal and professional fees	$	223		$	1,571	$	571		$	2,546
Employee costs including redundant salaries and benefits and severance	10			430		(332		)	1,580
Facilities consolidation and discontinuation	143			353		336			658
Change in revenue reserves related to acquired accounts receivable	(118		)	2,118		(463		)	5,420
Legal settlement	—			8		—			333
Other	1			853		367			1,295
Total	$	259		$	5,333	$	479		$	11,832

DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2015

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 six months ended June 30, 2015 and 2014 are summarized as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenue	$	—		$	502		$	—		$	18,932
Gross profit	$	—		$	173		$	—		$	6,954
Selling, general and administrative expenses	—			583			—			7,375
Bad debt expense	—			237			—			900
Income (loss) from operations	—			(647		)	—			(1,321		)
Gain on sale before income taxes	—			(1,072		)	—			(2,067		)
Financial advisory fee and legal expenses	—			—			—			2,875
Impairment of assets	—			—			—			452
Other costs and expenses	292			—			341			47
Income (loss) before income taxes	(292		)	425			(341		)	(2,628		)
Income tax expense (benefit)	—			(355		)	—			(4,186		)
Income (loss) from discontinued operations, net of income taxes	$	(292	)	$	780		$	(341	)	$	1,558



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenue	$	—		$	—		$	—		$	—
Gross profit	$	—		$	—		$	—		$	(27	)
Operating expenses	—			1,987			—			2,796
Legal fees and settlement expense	1,116			—			3,129			—
Other (income) expense	236			—			266			—
Facilities costs	—			—			1,676			—
Income (loss) from discontinued operations, net of income taxes	$	(1,352	)	$	(1,987	)	$	(5,071	)	$	(2,823	)

Pharmacy Services Assets Sale

Charges associated with exit or disposal activity

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



	Legal Settlement			Other Costs			Total
Balance at December 31, 2014	$	12,389		$	609		$	12,998
Expenses	1,076			1,795			2,871
Cash payments	(6,376		)	(856		)	(7,232		)
Balance at June 30, 2015	$	7,089		$	1,548		$	8,637

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands):



	Infusion Services		PBM Services		Total
Balance at December 31, 2014	$	560,579	12,744		573,323
Additions	—		—		—
Impairment of goodwill	$	238,000	$	—	$	238,000
Balance at June 30, 2015	$	322,579	$	12,744	$	335,323

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands):



	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Infusion customer relationships	$	25,650	$	(18,894	)	$	6,756	$	25,650	$	(16,615	)	$	9,035
Infusion trademarks	6,200		(5,983		)	217		6,200		(5,333		)	867
Non-compete agreements	1,500		(1,183		)	317		1,500		(1,133		)	367
	$	33,350	$	(26,060	)	$	7,290	$	33,350	$	(23,081	)	$	10,269

Schedule of Finite-Lived Intangible Assets, Estimated Useful Lives

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



	Estimated Useful Life
Infusion customer relationships	2 - 4 years
Infusion trademarks	2 years
Non-compete agreements	5 years

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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



2015 (six months)	$	2,162
2016	3,078
2017	1,983
2018	67
2019 and beyond	—
Total	$	7,290

RESTRUCTURING AND OTHER EXPENSES (Tables)

6 Months Ended

Jun. 30, 2015

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, 2014	$	1,385		$	481		$	1,476		$	3,342
Expenses	732			111			1,098			1,941
Cash payments	(984		)	(589		)	(2,389		)	(3,962		)
Balance at June 30, 2015	$	1,133		$	3		$	185		$	1,321

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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



	June 30, 2015			December 31, 2014
Computer and office equipment	$	22,869		$	22,662
Software capitalized for internal use	16,043			14,914
Vehicles, including equipment acquired under capital leases	2,062			2,106
Medical equipment, including equipment acquired under capital leases	27,954			27,668
Construction in progress	4,379			3,287
Furniture and fixtures	4,548			4,487
Leasehold improvements	13,998			13,690
	91,853			88,814
Less: Accumulated depreciation	(56,947		)	(50,643		)
Property and equipment, net	$	34,906		$	38,171

DEBT (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Schedule of Debt

As of June 30, 2015 and December 31, 2014, the Company’s debt consisted of the following obligations (in thousands):



	June 30, 2015		December 31, 2014
Revolving Credit Facility	$	—	$	5,000
Term Loan Facilities	222,757		222,757
2021 Notes, net of unamortized discount	195,745		195,462
Capital leases	355		584
Total Debt	418,857		423,803
Less: Current portion	238		5,395
Long-term debt, net of current portion	$	418,619	$	418,408

Interest Income and Interest Expense Disclosure

Interest expense consisted of the following for the three months and six months ended June 30, 2015 and 2014 (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revolving Credit Facility	$	223		$	184		$	870		$	768
Term Loan Facilities	3,660			3,669			7,279			9,419
2021 Notes	4,438			4,437			8,727			6,744
Amortization of deferred financing costs	693			727			1,334			2,550
Amortization of debt discount	142			129			282			195
Other, net	(76		)	(11		)	(249		)	(42		)
Interest expense, net	$	9,080		$	9,135		$	18,243		$	19,634

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments for operating and capital leases

As of June 30, 2015, future minimum lease payments under operating and capital leases are as follows (in thousands):



	Operating Leases		Capital Leases		Total
2015 (six months)	$	4,560	$	181	$	4,741
2016	7,921		122		8,043
2017	6,773		62		6,835
2018	4,713		11		4,724
2019	2,731		—		2,731
2020 and thereafter	2,357		—		2,357
Total	$	29,055	$	376	$	29,431

OPERATING AND REPORTABLE SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Reporting Information

(in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Results of Operations:
Revenue:
Infusion Services - product revenue	$	241,020		$	225,277		$	480,067		$	441,180
Infusion Services - service revenue	5,957			5,271			11,187			10,437
Total Infusion Services revenue	246,977			230,548			491,254			451,617
PBM Services - service revenue	15,386			16,577			32,790			34,801
Total revenue	$	262,363		$	247,125		$	524,044		$	486,418

Adjusted EBITDA by Segment before corporate overhead:
Infusion Services	$	4,140		$	16,194		$	16,839		$	31,155
PBM Services	1,737			1,837			3,126			3,512
Total Segment Adjusted EBITDA	5,877			18,031			19,965			34,667
Corporate overhead	(8,411		)	(7,016		)	(16,179		)	(14,492		)
Consolidated Adjusted EBITDA	(2,534		)	11,015			3,786			20,175
Interest expense, net	(9,080		)	(9,135		)	(18,243		)	(19,634		)
Loss on sale of assets	(628		)				(628		)	—
Income tax (expense) benefit	19,921			(3,063		)	17,993			(6,554		)
Depreciation	(4,130		)	(3,958		)	(8,434		)	(7,794		)
Amortization of intangibles	(1,489		)	(1,620		)	(2,979		)	(3,323		)
Impairment of goodwill	(238,000		)	—			(238,000		)	—
Stock-based compensation expense	(1,162		)	(1,998		)	(2,819		)	(4,884		)
Acquisition and integration expenses	(259		)	(5,333		)	(479		)	(11,832		)
Restructuring and other expenses	(5,803		)	(4,519		)	(9,266		)	(10,021		)
Loss from continuing operations, net of income taxes	$	(243,164	)	$	(18,611	)	$	(259,069	)	$	(43,867	)



Supplemental Operating Data
	June 30, 2015		December 31, 2014
Total Assets:
Infusion Services	$	510,566	$	755,955
PBM Services	26,702		29,147
Corporate unallocated, including cash and cash equivalents	39,881		39,611
Total Assets	$	577,149	$	824,713

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Federal and State Income Tax Expense from Continuing Operations

The Company’s Federal and state income tax expense from continuing operations for the three months and six months ended June 30, 2015 and 2014 is summarized in the following table (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Current
Federal	$	—		$	—		$	—		$	—
State	29			(587		)	30			196
Total current	29			(587		)	30			196
Deferred
Federal	(16,816		)	3,248			(15,188		)	5,644
State	(3,134		)	402			(2,835		)	714
Total deferred	(19,950		)	3,650			(18,023		)	6,358
Total income tax expense (benefit)	$	(19,921	)	$	3,063		$	(17,993	)	$	6,554

Reconciliation of the Statutory Rate to the Effective Income Tax Rate



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Tax benefit at statutory rate	$	(92,080	)	$	(5,374	)	$	(96,972	)	$	(13,044	)
State tax expense (benefit), net of Federal taxes	11			(384		)	11			125
Change in tax contingencies	2			—			2			—
Valuation allowance changes affecting income tax expense	31,098			8,755			37,879			19,356
Impairment of goodwill	40,977			—			40,977			—
Non-deductible transaction costs and other	71			66			110			117
Income tax expense (benefit)	$	(19,921	)	$	3,063		$	(17,993	)	$	6,554

BASIS OF PRESENTATION Change in Estimate of the Collectability of Accounts Receivable (Details) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($) accounts_receivable	Dec. 31, 2014 Market System
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of large markets \| Market		7
Number of legacy billing systems \| System		5
Increase in accounts receivable over 180 days	$ 0.7
Increase in allowance for doubtful accounts	$ 5.8
Percentage of allowance for doubtful accounts of total accounts receivable	35.50%	32.10%
Number of types of accounts receivable \| accounts_receivable	3

BASIS OF PRESENTATION Schedule of Outstanding Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	$ 203,803	$ 207,310
Allowance for doubtful accounts	(72,332)	(66,500)
Net accounts receivable	131,471	140,810
Government
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	37,820	38,848
Commercial
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	147,547	153,001
Patient
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	18,436	15,461
0-180 days
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	144,219	148,410
0-180 days \| Government
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	24,706	25,812
0-180 days \| Commercial
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	112,593	117,699
0-180 days \| Patient
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	6,920	4,899
Over 180 days
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	59,584	58,900
Over 180 days \| Government
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	13,114	13,036
Over 180 days \| Commercial
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	34,954	35,302
Over 180 days \| Patient
Change in Estimate of the Collectability of Accounts Receivable
Gross accounts receivable	$ 11,516	$ 10,562

BASIS OF PRESENTATION Recent Accounting Pronouncement (Details) - New Accounting Pronouncement, Early Adoption, Effect [Member] $ in Millions	6 Months Ended
	Jun. 30, 2015 USD ($)
Current Assets
Basis of Presentation [Line Items]
Reclassification adjustment	$ 2.9
Long-term Assets
Basis of Presentation [Line Items]
Reclassification adjustment	13.0
Long-term Debt
Basis of Presentation [Line Items]
Reclassification adjustment	$ (15.9)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 09, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Mar. 23, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Par value (in dollars per share)		$ 0.0001		$ 0.0001
Antidilutive securities excluded from computation of earnings per share (in shares)		6,100,000	4,100,000	5,600,000	3,900,000
Numerator:
Loss from continuing operations, net of income taxes		$ (243,164)	$ (18,611)	$ (259,069)	$ (43,867)
Loss from discontinued operations, net of income taxes		(1,644)	(1,207)	(5,412)	(1,265)
Net loss		(244,808)	(19,818)	(264,481)	(45,132)
Accrued dividends on Series A Preferred Stock		(1,805)	0	(2,258)	0
Deemed dividends on preferred stock		(2,186)	0	(3,350)	0
Loss attributable to common stockholders		$ (248,799)	$ (19,818)	$ (270,089)	$ (45,132)
Earnings Per Share, Basic and Diluted [Abstract]
Weighted average number of common shares outstanding (in shares)		68,698,000	68,468,000	68,668,000	68,354,000
Loss from continuing operations, basic and diluted (in dollars per share)		$ (3.60)	$ (0.27)	$ (3.85)	$ (0.64)
Loss from discontinued operations, basic and diluted (in dollars per share)		(0.02)	(0.02)	(0.08)	(0.02)
Loss per common share, basic and diluted (in dollars per share)		(3.62)	(0.29)	(3.93)	$ (0.66)
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 (in shares)					3,100,000
Exercise price of warrants (in dollars per share)			$ 10.00		$ 10.00
Class A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise price of warrants (in dollars per share)	$ 5.17	5.17		5.17		$ 5.17
Class B Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise price of warrants (in dollars per share)	6.45	6.45		6.45		$ 6.45
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Par value (in dollars per share)		0.0001		0.0001
Redemption price (in dollars per share)	$ 5.17	$ 5.17		$ 5.17
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	625,000
Warrant \| Class A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,800,000
Warrant \| Class B Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,800,000

STOCKHOLDERS' EQUITY (Details) - USD ($)			1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	Mar. 23, 2015	Mar. 09, 2015	Mar. 31, 2010	Mar. 31, 2015	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Class of Warrant or Right [Line Items]
Consideration per market price					85.00%
Carrying value of 2015 Warrants					$ 2,900,000
PIPE Warrants [Member]
Class of Warrant or Right [Line Items]
Additional contribution by investors	$ 483,559	$ 483,559
Term of warrants					10 years
Carrying value of 2015 Warrants		$ 2,942,000
Class A Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		1,800,000
Exercise price of warrants (in dollars per share)	$ 5.17	$ 5.17			$ 5.17
Class A Warrants Prior to Addendum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 5.295
Class B Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		1,800,000
Exercise price of warrants (in dollars per share)	$ 6.45	$ 6.45			$ 6.45
Class B Warrants Prior to Addendum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 6.595
2010 Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 10.00
Term of warrants			5 years
Warrants issued (in shares)			3,400,000
Warrants exercised (in shares)				0		0
Warrant \| 2010 Warrants [Member]
Class of Warrant or Right [Line Items]
Common stock issued pursuant to exercise of warrants (in shares)							78,567
Warrants exercised in cashless exercise (in shares)							256,175
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Cap on ownership after conversion, percent		19.99%			19.99%

PIPE TRANSACTION Securities Purchase Agreement (Narrative) (Details) - USD ($)			6 Months Ended
	Mar. 23, 2015	Mar. 09, 2015	Jun. 30, 2015
Schedule of Equity and Temporary Equity [Line Items]
Shares issued (in shares)			625,000
Proceeds from issuance of equity and temporary equity		$ 62,500,000
Repayments of indebtedness and accrued interest from proceeds of purchase agreement			$ 45,300,000
percentage of proceeds used to repay outstanding borrowings			77.00%
Series A Preferred Stock
Schedule of Equity and Temporary Equity [Line Items]
Shares issued (in shares)		625,000
Share price (in dollars per share)		$ 100.00
Redemption price (in dollars per share)		$ 5.17	$ 5.17
Cap on ownership after conversion, percent		19.99%	19.99%
PIPE Warrants [Member]
Schedule of Equity and Temporary Equity [Line Items]
Additional contribution by investors	$ 483,559	$ 483,559
Class A Warrants
Schedule of Equity and Temporary Equity [Line Items]
Warrants issued (in shares)		1,800,000
Exercise price of warrants (in dollars per share)	$ 5.17	$ 5.17	$ 5.17
Class A Warrants Prior to Addendum
Schedule of Equity and Temporary Equity [Line Items]
Exercise price of warrants (in dollars per share)		$ 5.295
Class B Warrants
Schedule of Equity and Temporary Equity [Line Items]
Warrants issued (in shares)		1,800,000
Exercise price of warrants (in dollars per share)	$ 6.45	$ 6.45	$ 6.45
Class B Warrants Prior to Addendum
Schedule of Equity and Temporary Equity [Line Items]
Exercise price of warrants (in dollars per share)		$ 6.595

PIPE TRANSACTION Allocation of Securities Purchase Agreement (Details) $ in Thousands	Mar. 09, 2015 USD ($)
Schedule of Equity and Temporary Equity [Line Items]
Series A Preferred Stock	$ 59,355
PIPE Warrants	3,145
Total Investment	$ 62,500
Series A Preferred Stock
Schedule of Equity and Temporary Equity [Line Items]
Volatility rate	55.00%
Risk free rate	0.92%
Dividend rate	11.50%
PIPE Warrants [Member]
Schedule of Equity and Temporary Equity [Line Items]
Volatility rate	55.00%
Risk free rate	0.92%

PIPE TRANSACTION Series A Convertible Preferred Stock (Narrative) (Details) $ / shares in Units, $ in Thousands		4 Months Ended	6 Months Ended
	Mar. 09, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) committee executive $ / shares shares	Dec. 31, 2014 shares
Schedule of Equity and Temporary Equity [Line Items]
Shares authorized (in shares)		825,000	825,000	0
Shares issued (in shares)		625,000	625,000
Liquidation preference \| $		$ 64,758	$ 64,758
Series A Preferred Stock
Schedule of Equity and Temporary Equity [Line Items]
Shares authorized (in shares)	825,000
Shares issued (in shares)	625,000
Share price (in dollars per share) \| $ / shares	$ 100.00
Cap on ownership after conversion, percent	19.99%		19.99%
Redemption price (in dollars per share) \| $ / shares	$ 5.17	$ 5.17	$ 5.17
Liquidation preference (in dollars per share) \| $ / shares	$ 100.00
Liquidation preference \| $	$ 62,500
Dividend rate			8.50%
Dividend accrual rate		11.50%	11.50%
Threshold percentage of voting stock to elect management			5.00%
Number of members to elect to committees \| executive			1
Number of committees to be appointed \| committee			2

PIPE TRANSACTION Calculation of Carrying Value of Preferred Stock (Details) - USD ($) $ in Thousands	Mar. 09, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Temporary Equity [Line Items]
Issuance date liquidation preference		$ 64,758
Initial carrying value of Series A Preferred Stock		57,988		$ 0
Payment of Financing and Stock Issuance Costs	$ 4,000
PIPE Warrants [Member]
Temporary Equity [Line Items]
Payment of Financing and Stock Issuance Costs	200
Series A Preferred Stock
Temporary Equity [Line Items]
Issuance date liquidation preference	62,500
Initial carrying value of Series A Preferred Stock	52,380	$ 57,988	$ 52,380
Payment of Financing and Stock Issuance Costs	3,800
Warrant Value \| Series A Preferred Stock
Temporary Equity [Line Items]
Discount on issuance	(3,145)
Beneficial Conversion Feature \| Series A Preferred Stock
Temporary Equity [Line Items]
Discount on issuance	(3,145)
Issuance Costs \| Series A Preferred Stock
Temporary Equity [Line Items]
Discount on issuance	$ (3,830)

PIPE TRANSACTION Activity Related to Series A Preferred Stock (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2015 USD ($)
Increase (Decrease) in Temporary Equity [Roll Forward]
Ending Balance	$ 57,988
Series A Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning Balance	52,380
Dividends recorded for March 2015	2,258
Ending Balance	57,988
Issuance Costs \| Series A Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of discount	109
Warrant Value \| Series A Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of discount	96
Beneficial Conversion Feature \| Series A Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of discount	$ 3,145

PIPE TRANSACTION PIPE Warrants (Narrative) (Details) - USD ($)			6 Months Ended
	Mar. 23, 2015	Mar. 09, 2015	Jun. 30, 2015
Class of Warrant or Right [Line Items]
Consideration per market price			85.00%
PIPE Warrants [Member]
Class of Warrant or Right [Line Items]
Additional contribution by investors	$ 483,559	$ 483,559
Term of warrants			10 years
Class A Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		1,800,000
Exercise price of warrants (in dollars per share)	$ 5.17	$ 5.17	$ 5.17
Class A Warrants Prior to Addendum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 5.295
Class B Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		1,800,000
Exercise price of warrants (in dollars per share)	$ 6.45	$ 6.45	$ 6.45
Class B Warrants Prior to Addendum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 6.595

PIPE TRANSACTION Calculation of Carrying Value of Warrants (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Mar. 09, 2015
Class of Warrant or Right [Line Items]
Carrying value of PIPE Warrants	$ 2,900
PIPE Warrants [Member]
Class of Warrant or Right [Line Items]
Fair value allocated to PIPE Warrants		$ 3,145
Discount related to issuance costs		(203)
Carrying value of PIPE Warrants		$ 2,942

PIPE TRANSACTION Registration Rights Agreement (Narrative) (Details)	6 Months Ended
	Jun. 30, 2015
Equity and Temporary Equity Disclosure [Abstract]
Term of agreement	1 year

ACQUISITION AND INTEGRATION EXPENSES Acquisition and Integration Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Business Combination, Separately Recognized Transactions [Line Items]
Total	$ 259	$ 5,333	$ 479	$ 11,832
All current acquirees \| Other Acquisition and Integration Expenses
Business Combination, Separately Recognized Transactions [Line Items]
Legal and professional fees	223	1,571	571	2,546
Employee costs including redundant salaries and benefits and severance	10	430	(332)	1,580
Facilities consolidation and discontinuation	143	353	336	658
Change in revenue reserves related to acquired accounts receivable	(118)	2,118	(463)	5,420
Legal settlement	0	8	0	333
Other	1	853	367	1,295
Total	$ 259	$ 5,333	$ 479	$ 11,832

DISCONTINUED OPERATIONS - Additional Information (Details) $ in Thousands		3 Months Ended			6 Months Ended		18 Months Ended
	Mar. 31, 2014 USD ($) limited_liabiity_company location	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($) location	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		$ 262,363	$ 247,125		$ 524,044	$ 486,418
Loss from continuing operations, net of income taxes		(243,164)	(18,611)		(259,069)	(43,867)
Settlement agreement accrual								$ 15,000
Home Health Services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of limited liability companies in which Company has divested ownership interests \| limited_liabiity_company	2
Reduction in consideration transferred	$ 500			$ 500
Reduction in revenue	$ (400)			(400)
Revenue				239,300
Gain (loss) associated with reclassification				200
Loss from continuing operations, net of income taxes				$ 25,300
Pharmacy Services Assets Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Related accruals of discontinued operations		8,637			8,637		$ 8,637	12,998
Civil Action
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Payments related to Settlement Agreements		6,100	3,000		6,100	3,000	9,100
Litigation settlement paid to Relator		300	$ 400		300	$ 400	700
Civil Action \| Pharmacy Services Assets Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Related accruals of discontinued operations		$ 7,089			$ 7,089		$ 7,089	$ 12,389
Amendment Number One \| Home Health Services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of locations excluded from sale \| location	1			1
Consideration received	$ 59,500			$ 59,500
Additional payment received by company	1,100
Final purchase price	$ 60,600

DISCONTINUED OPERATIONS - Carrying Values of Assets and Liabilities of Home Health Business (Details) - Home Health Services $ in Thousands	Mar. 31, 2014 USD ($)
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
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

DISCONTINUED OPERATIONS - Operating Results of Home Health Business (Details) - Home Health Services - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 0	$ 502	$ 0	$ 18,932
Gross profit	0	173	0	6,954
Selling, general and administrative expenses	0	583	0	7,375
Bad debt expense	0	237	0	900
Income (loss) from operations	0	(647)	0	(1,321)
Gain on sale before income taxes	0	(1,072)	0	(2,067)
Financial advisory fee and legal expenses	0	0	0	2,875
Impairment of Long-Lived Assets to be Disposed of	0	0	0	452
Other costs and expenses	292	0	341	47
Income (loss) before income taxes	(292)	425	(341)	(2,628)
Income tax expense (benefit)	0	(355)	0	(4,186)
Loss from discontinued operations, net of income taxes	$ (292)	$ 780	$ (341)	$ 1,558

DISCONTINUED OPERATIONS - Operating Results of Divested Traditional and Specialty Pharmacy Mail Operations and Community Pharmacies (Details) - Pharmacy Services Assets Sale - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 0	$ 0	$ 0	$ 0
Gross profit	0	0	0	(27)
Operating expenses	0	(1,987)	0	(2,796)
Legal fees and settlement expense	(1,116)	0	(3,129)	0
Other (income) expense	236	0	266	0
Facilities costs	0	0	1,676	0
Loss from discontinued operations, net of income taxes	$ (1,352)	$ (1,987)	$ (5,071)	$ (2,823)

DISCONTINUED OPERATIONS - Summary of Accruals (Details) - Pharmacy Services Assets Sale $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2014	$ 12,998
Expenses	2,871
Cash payments	(7,232)
Balance at June 30, 2015	8,637
Other restructuring costs
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2014	609
Expenses	1,795
Cash payments	(856)
Balance at June 30, 2015	1,548
Civil Action
Movement in Accrued Expenses and Other Current Liabilities [Roll Forward]
Balance at December 31, 2014	12,389
Expenses	1,076
Cash payments	(6,376)
Balance at June 30, 2015	$ 7,089

GOODWILL AND INTANGIBLE ASSETS Reconciliation of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Goodwill [Roll Forward]
Goodwill			$ 573,323
Additions			0
Impairment of goodwill	$ 238,000	$ 0	238,000	$ 0
Goodwill	335,323		335,323
Operating Segments \| Infusion Services
Goodwill [Roll Forward]
Goodwill			560,579
Additions			0
Impairment of goodwill			238,000
Goodwill	322,579		322,579
Operating Segments \| PBM Services
Goodwill [Roll Forward]
Goodwill			12,744
Additions			0
Impairment of goodwill			0
Goodwill	$ 12,744		$ 12,744

GOODWILL AND INTANGIBLE ASSETS Finite-Lived Intangibles (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 33,350	$ 33,350
Accumulated Amortization	(26,060)	(23,081)
Net Carrying Amount	7,290	10,269
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	25,650	25,650
Accumulated Amortization	(18,894)	(16,615)
Net Carrying Amount	6,756	9,035
Infusion trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,200	6,200
Accumulated Amortization	(5,983)	(5,333)
Net Carrying Amount	217	867
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,500	1,500
Accumulated Amortization	(1,183)	(1,133)
Net Carrying Amount	$ 317	$ 367

GOODWILL AND INTANGIBLE ASSETS Finite-Lived Intangible Assets Estimated Useful Lives (Details)	3 Months Ended
	Mar. 31, 2015
Customer Relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	2 years
Customer Relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	4 years
Infusion trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	2 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	5 years

GOODWILL AND INTANGIBLE ASSETS Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impairment of goodwill	$ 238,000	$ 0	$ 238,000	$ 0
Amortization of intangibles	$ 1,489	$ 1,620	$ 2,979	$ 3,323
Goodwill \| Minimum
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Growth rate			3.00%
EBITDA margin			0.06
Discount rates			9.00%
Goodwill \| Maximum
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Growth rate			5.00%
EBITDA margin			0.08
Discount rates			11.00%

GOODWILL AND INTANGIBLE ASSETS Future Amortization of Finite-Lived Intangibles (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
2015 (six months)	$ 2,162
2016	3,078
2017	1,983
2018	67
2019 and beyond	0
Net Carrying Amount	$ 7,290	$ 10,269

RESTRUCTURING AND OTHER EXPENSES Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		38 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Dec. 31, 2014
Restructuring Cost and Reserve [Line Items]
Restructuring and other expenses	$ 4,803	$ 3,858	$ 8,266	$ 8,450
Transitional expenses	4,200	900	6,700	1,600
Phase II
Restructuring Cost and Reserve [Line Items]
Restructuring and other expenses			1,941	6,800	$ 18,200
Restructuring Reserve	1,321		1,321		1,321	$ 3,342
Employee Severance \| Phase II
Restructuring Cost and Reserve [Line Items]
Restructuring and other expenses	900	$ 3,000	732	1,300	6,300
Restructuring Reserve	1,133		1,133		1,133	1,385
Consulting \| Phase II
Restructuring Cost and Reserve [Line Items]
Restructuring and other expenses			111	$ 5,300	8,200
Restructuring Reserve	3		3		3	481
Other Restructuring \| Phase II
Restructuring Cost and Reserve [Line Items]
Restructuring and other expenses			1,098		3,700
Restructuring Reserve	$ 185		$ 185		$ 185	$ 1,476

RESTRUCTURING AND OTHER EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		38 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015
Restructuring Reserve [Roll Forward]
Expenses	$ 4,803	$ 3,858	$ 8,266	$ 8,450
Phase II
Restructuring Reserve [Roll Forward]
Beginning balance			3,342
Expenses			1,941	6,800	$ 18,200
Cash payments			(3,962)
Ending balance	1,321		1,321		1,321
Phase II \| Employee Severance and Other Benefits
Restructuring Reserve [Roll Forward]
Beginning balance			1,385
Expenses	900	$ 3,000	732	1,300	6,300
Cash payments			(984)
Ending balance	1,133		1,133		1,133
Phase II \| Consulting Costs
Restructuring Reserve [Roll Forward]
Beginning balance			481
Expenses			111	$ 5,300	8,200
Cash payments			(589)
Ending balance	3		3		3
Phase II \| Other Costs
Restructuring Reserve [Roll Forward]
Beginning balance			1,476
Expenses			1,098		3,700
Cash payments			(2,389)
Ending balance	$ 185		$ 185		$ 185

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 91,853		$ 91,853		$ 88,814
Less: Accumulated depreciation	(56,947)		(56,947)		(50,643)
Property and equipment, net	34,906		34,906		38,171
Depreciation	4,130	$ 3,958	8,434	$ 7,794
Capitalized Computer Software, Amortization	600	$ 700	1,300	$ 1,100
Computer and office equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	22,869		22,869		22,662
Software capitalized for internal use
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	16,043		16,043		14,914
Vehicles and equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,062		2,062		2,106
Medical equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	27,954		27,954		27,668
Construction in progress
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,379		4,379		3,287
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,548		4,548		4,487
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 13,998		$ 13,998		$ 13,690

DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Total Debt	$ 418,857	$ 423,803
Less: Current portion	238	5,395
Long-term debt, net of current portion	418,619	418,408
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt	0	5,000
Term Loan Facilities
Debt Instrument [Line Items]
Long-term Debt	222,757	222,757
Senior Unsecured 8.875% Notes
Debt Instrument [Line Items]
Long-term Debt	195,745	195,462
Capital Lease Obligations
Debt Instrument [Line Items]
Capital leases	$ 355	$ 584

DEBT (Details) - USD ($)					6 Months Ended	12 Months Ended
DEBT (Details) - USD ($)	Mar. 01, 2015	Feb. 11, 2014	Jan. 31, 2014	Dec. 23, 2013	Jun. 30, 2015	Dec. 31, 2014	Mar. 31, 2015	Mar. 09, 2015	Mar. 31, 2014	Jul. 31, 2013
Debt Instrument [Line Items]
Minimum percentage of proceeds to be used to repay outstanding borrowings								75.00%
Repayments of indebtedness and accrued interest from proceeds of purchase agreement					$ 45,300,000
Term Loan B Facility
Debt Instrument [Line Items]
Face amount of debt instruments										$ 250,000,000
Secured Debt, Delayed Draw Term Loan
Debt Instrument [Line Items]
Face amount of debt instruments										150,000,000
Senior credit facility \| Eurodollar
Debt Instrument [Line Items]
Minimum basis spread on debt			5.25%
Senior credit facility \| Base Rate
Debt Instrument [Line Items]
Minimum basis spread on debt			4.25%
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity										$ 75,000,000
Threshold percentage for revolver covenant triggering event						25.00%
Repayments of short-term debt		$ 59,300,000				$ 17,200,000
Effective interest rate					7.50%
Long-term Debt					$ 0	5,000,000
Term Loan Facilities
Debt Instrument [Line Items]
Repayments of short-term debt						37,000,000
Early repayment of senior debt		135,200,000
Effective interest rate					6.50%
Long-term Debt					$ 222,757,000	222,757,000
Repayment of long-term debt		135,200,000
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					$ 195,745,000	$ 195,462,000
Debt discount		$ 5,000,000
Debt Instrument Redemption Price Percentage Upon Change of Control		101.00%
Financing costs incurred with issuance of 2021 Notes		$ 500,000
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%
Exjade Litigation
Debt Instrument [Line Items]
Settlement agreement amount				$ 15,000,000
Home Health Services
Debt Instrument [Line Items]
Proceeds from sale of Home Health business									$ 54,200,000
SecondAmendment [Member] \| Senior credit facility \| Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate			6.00%
SecondAmendment [Member] \| Senior credit facility \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			5.00%
SecondAmendment [Member] \| Second Lien Debt
Debt Instrument [Line Items]
Additional debt allowed under debt agreements			$ 150,000,000.0
SecondAmendment [Member] \| 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%
ThirdAmendment [Member] \| Senior credit facility
Debt Instrument [Line Items]
Financing costs incurred with issuance of 2021 Notes							$ 1,200,000
ThirdAmendment [Member] \| Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Threshold percentage for revolver covenant triggering event	5.00%

DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
DEBT - Interest Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Debt Instrument [Line Items]
Amortization of deferred financing costs	$ 693	$ 727	$ 1,334	$ 2,550
Amortization of debt discount	142	129	282	195
Other, net	(76)	(11)	(249)	(42)
Interest expense	9,080	9,135	18,243	19,634
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense	223	184	870	768
Term Loan Facilities
Debt Instrument [Line Items]
Interest expense	3,660	3,669	7,279	9,419
Senior Unsecured 8.875% Notes
Debt Instrument [Line Items]
Interest expense	$ 4,438	$ 4,437	$ 8,727	$ 6,744

COMMITMENTS AND CONTINGENCIES Legal Proceedings (Details)			3 Months Ended		6 Months Ended		18 Months Ended
	Apr. 30, 2015 claim	Mar. 09, 2015 shares	Jun. 30, 2015 USD ($) shares	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) shares	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) payment shares	Dec. 31, 2014 USD ($)	Apr. 04, 2014 USD ($)	Dec. 19, 2013 offering lawsuit
Loss Contingencies
Shares issued (in shares) \| shares			625,000		625,000		625,000
Settlement agreement accrual								$ 15,000,000
Reserve on amount due			$ 72,332,000		$ 72,332,000		$ 72,332,000	$ 66,500,000
PIPE Transaction
Loss Contingencies
Claims settled \| claim	2
Cap on ownership after conversion, percent					19.99%
Maximum award of legal fees in lawsuit			750,000		$ 750,000		750,000
Civil Action
Loss Contingencies
Settlement amount for investigative and administrative costs							$ 1,100,000
Interest rate, legal settlement							3.25%
Number of annual payments \| payment							3
Payments related to Settlement Agreements			6,100,000	$ 3,000,000	6,100,000	$ 3,000,000	$ 9,100,000
Litigation settlement paid to Relator			300,000	$ 400,000	300,000	$ 400,000	700,000
Securities Class Action Litigation
Loss Contingencies
Number of class action lawsuits \| lawsuit										2
Number of underwritten public offerings \| offering										2
Professional Home Care Services Litigation
Loss Contingencies
Plaintiff receivable used to offset settlement									$ 325,000
PBM Services Payment Delay
Loss Contingencies
Loss contingency receivable			6,800,000		6,800,000		6,800,000
Reserve on amount due			$ 0		$ 0		$ 0
Series A Preferred Stock
Loss Contingencies
Shares issued (in shares) \| shares		625,000
Cap on ownership after conversion, percent		19.99%			19.99%
Class A Warrants
Loss Contingencies
Warrants issued (in shares) \| shares		1,800,000
Class B Warrants
Loss Contingencies
Warrants issued (in shares) \| shares		1,800,000

COMMITMENTS AND CONTINGENCIES Leases and Purchase Commitments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating Leases, 2015 (six months)	$ 4,560		$ 4,560
Operating Leases, 2016	7,921		7,921
Operating Leases, 2017	6,773		6,773
Operating Leases, 2018	4,713		4,713
Operating Leases, 2019	2,731		2,731
Operating Leases, 2020 and thereafter	2,357		2,357
Operating Leases, Total	29,055		29,055
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Capital Leases, 2015 (six months)	181		181
Capital Leases, 2016	122		122
Capital Leases, 2017	62		62
Capital Leases, 2018	11		11
Capital Leases, 2019	0		0
Capital Leases, 2020 and thereafter	0		0
Capital Leases, Total	376		376
Operating and Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Total, 2015 (six months)	4,741		4,741
Total, 2016	8,043		8,043
Total, 2017	6,835		6,835
Total, 2018	4,724		4,724
Total, 2019	2,731		2,731
Total, 2020 and thereafter	2,357		2,357
Total	29,431		29,431
Operating Leases, Rent Expense	1,800	$ 2,000	3,700	$ 3,900
Long-term Purchase Commitment, Amount	$ 23,300		$ 23,300
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%

OPERATING AND REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Product revenue	$ 241,020	$ 225,277		$ 480,067	$ 441,180
Service revenue	21,343	21,848		43,977	45,238
Total revenue	262,363	247,125		524,044	486,418
Adjusted EBITDA by Segment before corporate overhead:	(2,534)	11,015		3,786	20,175
Interest expense, net	(9,080)	(9,135)		(18,243)	(19,634)
Loss on sale of assets	(628)		$ 0	(628)
Income tax (expense) benefit	19,921	(3,063)		17,993	(6,554)
Depreciation	(4,130)	(3,958)		(8,434)	(7,794)
Amortization of intangibles	(1,489)	(1,620)		(2,979)	(3,323)
Impairment of goodwill	(238,000)	0		(238,000)	0
Stock-based compensation expense	(1,162)	(1,998)		(2,819)	(4,884)
Acquisition and integration expenses	(259)	(5,333)		(479)	(11,832)
Restructuring and other expenses	(5,803)	(4,519)		(9,266)	(10,021)
Loss from continuing operations, net of income taxes	(243,164)	(18,611)		(259,069)	(43,867)
Total Assets	577,149			577,149		$ 824,713
Operating Segments
Segment Reporting Information [Line Items]
Adjusted EBITDA by Segment before corporate overhead:	5,877	18,031		19,965	34,667
Operating Segments \| Infusion Services
Segment Reporting Information [Line Items]
Product revenue	241,020	225,277		480,067	441,180
Service revenue	5,957	5,271		11,187	10,437
Total revenue	246,977	230,548		491,254	451,617
Adjusted EBITDA by Segment before corporate overhead:	4,140	16,194		16,839	31,155
Impairment of goodwill				(238,000)
Total Assets	510,566			510,566		755,955
Operating Segments \| PBM Services
Segment Reporting Information [Line Items]
Service revenue	15,386	16,577		32,790	34,801
Adjusted EBITDA by Segment before corporate overhead:	1,737	1,837		3,126	3,512
Impairment of goodwill				0
Total Assets	26,702			26,702		29,147
Operating Segments \| Corporate
Segment Reporting Information [Line Items]
Total Assets	39,881			39,881		$ 39,611
Corporate
Segment Reporting Information [Line Items]
Corporate overhead	$ (8,411)	$ (7,016)		$ (16,179)	$ (14,492)

CONCENTRATION OF RISK (Details)	3 Months Ended		6 Months Ended
CONCENTRATION OF RISK (Details)	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Product Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration risk	16.00%	17.00%	16.00%	18.00%
United Healthcare \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration risk	24.00%	24.00%	24.00%	24.00%
Medicare \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of concentration risk	10.00%		12.00%

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Federal	$ 0	$ 0	$ 0	$ 0
State	29	(587)	30	196
Total current	29	(587)	30	196
Federal	(16,816)	3,248	(15,188)	5,644
State	(3,134)	402	(2,835)	714
Total deferred	(19,950)	3,650	(18,023)	6,358
Total income tax expense (benefit)	$ (19,921)	$ 3,063	$ (17,993)	$ 6,554

INCOME TAXES Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Tax benefit at statutory rate	$ (92,080)	$ (5,374)	$ (96,972)	$ (13,044)
State tax expense (benefit), net of Federal taxes	11	(384)	11	125
Change in tax contingencies	2	0	2	0
Valuation allowance changes affecting income tax expense	31,098	8,755	37,879	19,356
Impairment of goodwill	40,977	0	40,977	0
Non-deductible transaction costs and other	71	66	110	117
Total income tax expense (benefit)	$ (19,921)	$ 3,063	$ (17,993)	$ 6,554

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
	May 08, 2014	May 07, 2013	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares available for grant (in shares)			1,858,427		1,858,427
Employee Stock Purchase Plan [Abstract]
Par value of common stock (in dollars per share)			$ 0.0001		$ 0.0001		$ 0.0001
Equity Option
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based compensation expense			$ 1.2	$ 1.5	$ 3.1	$ 3.3
Restricted Stock
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based compensation expense			0.1	0.2	0.3	1.3
Stock Appreciation Rights (SARs)
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based compensation expense			$ (0.1)	$ 0.3	$ (0.6)	$ 0.2
Employee Stock
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares authorized (in shares)			750,000		750,000
Share-based compensation expense					$ 0.1
Employee Stock Purchase Plan [Abstract]
Purchase price of common stock, percent		85.00%
Shares issued (in shares)					0
2008 Plan
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Adjustment to number of shares authorized (in shares)	2,500,000
Number of shares authorized (in shares)	9,355,000

SUBSEQUENT EVENT - Narrative (Details) $ / shares in Units, $ in Thousands	Aug. 10, 2015 position	Jul. 27, 2015 USD ($) $ / shares shares	Mar. 09, 2015 USD ($) $ / shares	Aug. 27, 2015 USD ($)	Jun. 30, 2015 $ / shares shares	Mar. 23, 2015 $ / shares
Subsequent Event [Line Items]
Par value (in dollars per share) \| $ / shares					$ 0.0001
Proceeds from issuance of equity and temporary equity \| $			$ 62,500
PBM Services \| Scenario, Forecast
Subsequent Event [Line Items]
Purchase price \| $				$ 25,000
Class A Warrants
Subsequent Event [Line Items]
Number of securities warrants can purchase (in shares) \| shares					1
Exercise price of warrants (in dollars per share) \| $ / shares			$ 5.17		$ 5.17	$ 5.17
Class B Warrants
Subsequent Event [Line Items]
Number of securities warrants can purchase (in shares) \| shares					1
Exercise price of warrants (in dollars per share) \| $ / shares			6.45		$ 6.45	$ 6.45
Series A Preferred Stock
Subsequent Event [Line Items]
Par value (in dollars per share) \| $ / shares					0.0001
Redemption price (in dollars per share) \| $ / shares			$ 5.17		$ 5.17
Subsequent Event
Subsequent Event [Line Items]
Subscription price (in usd per share) \| $ / shares		$ 100.00
Proceeds from issuance of equity and temporary equity \| $		$ 1,100
Number of positions expected to be eliminated \| position	300
Subsequent Event \| Class A Warrants
Subsequent Event [Line Items]
Warrants exercised (in shares) \| shares		31,025
Subsequent Event \| Class B Warrants
Subsequent Event [Line Items]
Warrants exercised (in shares) \| shares		31,025
Subsequent Event \| Series A Preferred Stock
Subsequent Event [Line Items]
Subscription rights exercised \| shares		10,822
Preferred shares issued \| shares		10,822