FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 2, 2007
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-28740
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05-0489664 |
(State or Other Jurisdiction of
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(Commission
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(IRS Employer |
Incorporation)
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File Number)
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Identification No.) |
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100 Clearbrook Road, Elmsford, New York
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10523 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (914) 460-1600
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On August 2, 2007, BioScrip, Inc. issued a press release reporting its financial results for
the three and six months ended June 30, 2007. A copy of that press release is furnished with this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The press release includes certain non-GAAP financial measures as described therein. As
required by Regulation G, a reconciliation between any non-GAAP financial measures presented and
the most directly comparable GAAP financial measures is also provided.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item
2.02 and in Exhibit 99.1 hereto shall not be deemed filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference
in any filing with the Securities and Exchange Commission, except as shall be expressly provided by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
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The following information is furnished as an exhibit to this Current Report: |
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Description of Exhibit |
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99.1
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Press Release dated August 2, 2007. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned duly authorized.
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Date: August 2, 2007 |
BIOSCRIP, INC.
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By: |
/s/ Barry A. Posner
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Barry A. Posner, |
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Executive Vice President, Secretary
and General Counsel |
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3
EX-99.1
Exhibit 99.1
BioScrip, Inc. Reports Net Income for Second Quarter 2007; Operating
Income Improves By $10.8 Million Over 2006
ELMSFORD, N.Y.(BUSINESS WIRE)August 2, 2007BioScrip, Inc. (Nasdaq: BIOS)
today reported second quarter 2007 net income of $0.5 million, or $0.01 per
diluted share, on revenues of $295.0 million. Operating profit for the quarter
was $2.5 million and EBITDAO (earnings before interest, taxes, depreciation,
amortization and option expense) was $4.6 million. Compared to the second
quarter 2006, net income improved $6.2 million or $0.16 per diluted share. In
addition, revenues increased $15.4 million and operating income increased $10.8
million, both over the same period.
Chairman and CEO, Richard H. Friedman, stated, BioScrip has made great
strides this quarter and we positioned ourselves for continued Specialty
growth, as exemplified by our recent contract announcement with
UnitedHealthcare. We remain committed to executing on our vision of
establishing BioScrip as an industry leader in providing superior specialty
pharmaceutical healthcare services to patients, physicians, payors and
pharmaceutical manufacturers.
Second Quarter Reported Results
Total revenue for the second quarter 2007 was $295.0 million compared to $279.6
million for the same period a year ago.
Second quarter 2007 Specialty Services revenue was $238.1 million, an increase
of $27.6 million, or 13.1% over the prior year, due primarily to revenues
associated with preferred drug distribution arrangements with manufacturers,
strong growth in infusion and new business resulting from Medicares
Competitive Acquisition Program (CAP).
Second quarter 2007 PBM Services revenue was $56.9 million, a decrease of $12.2
million, or 17.7%, as compared to the second quarter of 2006. The decline in
revenue is primarily due to the loss of previously reported PBM customers.
Gross profit for the second quarter 2007 was $33.3 million, or 11.3% of total
revenue, compared to $28.8 million, or 10.3% of total revenue, for the same
period of 2006. Gross profit improved primarily due to favorable sales mix.
Second quarter 2007 operating expenses decreased $6.3 million to $30.8 million,
or 10.4% of total revenue from $37.1 million, or 13.3% of total revenue for the
second quarter of 2006. The decrease is primarily due to our cost reduction
efforts, along with lower bad debt expense as a result of improved credit and
collection efforts as well as reduced amortization of intangibles.
Six-Month Period Reported Results
For the six-month period ended June 30, 2007, net loss was $0.9 million, or
$0.02 per share compared to net loss of $6.9 million, or $0.18 per share in the
same period a year
ago. Revenues increased 2.1% to $591.3 million for the
six-month period ended June 30, 2007 from $579.3 million reported in the same
period of last year.
Mr. Friedman added, We have taken many critical steps to improve our current
and future operational performance. The Company reported a $2.4 million
sequential increase in quarterly operating income along with a 54.0% sequential
improvement in quarterly EBITDAO.
CAP Update
Although final election results have not yet been completed, preliminary
information indicates an increase of approximately 35% in physician enrollment
during the recent election period effective August 1, 2007. Second
quarter 2007 CAP revenue was $9.2 million based on 2,450 physician enrollments.
BioScrip continues to provide educational and marketing programs in order to
support additional CAP utilization.
UnitedHealthcare Contract
As previously announced, UnitedHealthcare, a UnitedHealth Group (NYSE: UNH)
company, has awarded BioScrip an agreement to serve as one of two national
specialty pharmacy providers of HIV/AIDS and Solid Organ Transplant drugs and
services to UnitedHealthcare and its participating affiliates. This agreement
became effective on August 1, 2007, with an initial term running through
December 31, 2008.
Conference Call Information
BioScrip will host a conference call to discuss second quarter 2007 financial
results on Thursday, August 2, at 10:00 a.m. EDST. Interested
parties may participate in the conference call by dialing 800-926-4402 (US), or
212-231-2901 (International), 5-10 minutes prior to the start of the call. A
replay of the conference call will be available from 12:30 p.m. EDST on August
2, through 11:59 p.m. EDST on August 8, by dialing 800-633-8284 (US), or
402-977-9140 (International), and entering reservation #21345640. An audio
webcast and archive of the conference call will also be available under the
investor relations section of the BioScrip website, www.bioscrip.com.
About BioScrip, Inc.
BioScrip,
Inc. (www.bioscrip.com) (Nasdaq: BIOS) is a specialty pharmaceutical
health care organization that partners with patients, physicians, health care
payors and pharmaceutical manufacturers to provide access to medications and
management solutions to optimize outcomes for chronic and other complex health
care conditions.
Forward Looking Statements
This press release may contain statements which constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995, including
statements regarding the intent, belief or current
expectations of the Company, its directors, or its officers with respect to the
future operating performance of the Company. Investors are cautioned that any
such forward looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those in the forward looking statements as a result of various factors.
Important factors that could cause such differences are described in the
Companys periodic filings with the Securities and Exchange Commission.
Earnings before interest, taxes, depreciation, amortization, and option expense
(EBITDAO) is a non-GAAP financial measure as defined under U.S. Securities
and Exchange Commission Regulation G. As required by Regulation G, BioScrip has
provided on Schedule 2 a reconciliation of this measure to the most comparable
GAAP financial measure. The non-GAAP measure presented provides important
insight into the ongoing operations and a meaningful benchmark to evidence the
Companys trend towards a return to profitability.
Schedule 1
BIOSCRIP, INC
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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June 30, 2007 |
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December 31, 2006 |
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(unaudited) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, less allowance for
doubtful accounts of $13,056
and $13,774 at June 30,
2006 and December 31, 2006,
respectively |
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130,638 |
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135,139 |
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Inventory |
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34,800 |
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33,471 |
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Prepaid expenses and other
current assets |
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1,324 |
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2,090 |
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Total current assets |
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166,762 |
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170,700 |
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Property and equipment, net |
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9,761 |
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10,409 |
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Other assets and investments |
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464 |
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681 |
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Goodwill |
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114,824 |
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114,991 |
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Intangible assets, net |
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6,744 |
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8,675 |
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Total assets |
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$ |
298,555 |
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$ |
305,456 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Line of credit |
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$ |
41,865 |
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$ |
52,895 |
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Accounts payable |
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56,032 |
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51,724 |
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Claims payable |
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7,301 |
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9,548 |
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Amounts due to Plan Sponsors |
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9,362 |
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10,280 |
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Accrued expenses and other
current liabilities |
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8,948 |
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9,230 |
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Total current liabilities |
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123,508 |
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133,677 |
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Deferred taxes |
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11,380 |
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9,946 |
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Unrecognized tax benefits |
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4,187 |
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Total liabilities |
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139,075 |
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143,623 |
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Stockholders equity |
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Common stock, $.0001 par value;
75,000,000 shares authorized,
40,921,186 shares issued and
37,531,367 outstanding at
June 30, 2007; 40,680,233
shares issued and 37,488,257
outstanding at December 31,
2006; |
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4 |
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4 |
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Treasury stock, 2,263,500 and 2,247,150
shares at cost |
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(8,073 |
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(8,002 |
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Additional paid-in capital |
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240,318 |
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239,315 |
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Accumulated deficit |
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(72,769 |
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(69,484 |
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Total stockholders equity |
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159,480 |
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161,833 |
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Total liabilities and
stockholders equity |
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$ |
298,555 |
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$ |
305,456 |
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Schedule 2
BIOSCRIP, INC
Reconciliation between GAAP and Non-GAAP Measures
(in thousands)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net Income (loss) |
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$ |
482 |
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$ |
(5,710 |
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$ |
(865 |
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$ |
(6,866 |
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Addback items: |
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Amortization of
intangibles |
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484 |
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1,639 |
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1,931 |
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3,261 |
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Depreciation |
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1,007 |
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1,042 |
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2,051 |
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2,073 |
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Interest |
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856 |
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731 |
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1,940 |
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1,182 |
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Taxes |
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1,165 |
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(3,321 |
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1,563 |
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(4,223 |
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FAS 123R stock
option
expense |
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575 |
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506 |
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916 |
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1,130 |
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Earnings
before
interest,
taxes,
depreciation
amortization
and stock
option
expense
(EBITDAO) |
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$ |
4,569 |
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$ |
(5,113 |
) |
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$ |
7,536 |
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$ |
(3,443 |
) |
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Schedule 3
BIOSCRIP, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenue |
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$ |
295,004 |
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$ |
279,585 |
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$ |
591,345 |
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$ |
579,303 |
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Cost of revenue |
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261,683 |
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250,791 |
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525,077 |
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520,178 |
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Gross profit |
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33,321 |
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28,794 |
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66,268 |
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59,125 |
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% of Revenue |
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11.3 |
% |
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10.3 |
% |
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11.2 |
% |
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10.2 |
% |
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Selling, general and
administrative expenses |
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29,290 |
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31,100 |
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57,660 |
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59,003 |
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Bad debt expense |
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1,044 |
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4,355 |
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4,039 |
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6,654 |
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Amortization of intangibles |
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484 |
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1,639 |
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1,931 |
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3,261 |
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Merger related expenses |
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114 |
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Total operating expenses |
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30,818 |
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37,094 |
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63,630 |
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69,032 |
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% of Revenue |
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10.4 |
% |
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13.3 |
% |
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10.8 |
% |
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11.9 |
% |
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Income (loss) from operations |
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2,503 |
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(8,300 |
) |
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2,638 |
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(9,907 |
) |
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Interest (expense), net |
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(856 |
) |
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(731 |
) |
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(1,940 |
) |
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(1,182 |
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Income (loss) before income
taxes |
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1,647 |
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(9,031 |
) |
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698 |
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(11,089 |
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Provision for (benefit from)
Income taxes |
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1,165 |
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(3,321 |
) |
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1,563 |
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(4,223 |
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Net Profit (loss) income |
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$ |
482 |
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$ |
(5,710 |
) |
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$ |
(865 |
) |
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$ |
(6,866 |
) |
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Basic net income (loss) per
share |
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$ |
0.01 |
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$ |
(0.15 |
) |
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$ |
(0.02 |
) |
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$ |
(0.18 |
) |
Diluted net income (loss) per
share |
|
$ |
0.01 |
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$ |
(0.15 |
) |
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$ |
(0.02 |
) |
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$ |
(0.18 |
) |
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Basic weighted-average shares |
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37,499 |
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|
37,222 |
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|
37,495 |
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|
37,212 |
|
Diluted weighted-average shares |
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|
37,824 |
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|
37,222 |
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|
37,495 |
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|
37,212 |
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CONTACT: BioScrip, Inc.
Craig Allison, 914-460-1636
Investor Relations
callison@bioscrip.com