BioScrip, Inc. (NASDAQ: BIOS) ("BioScrip" or the "Company"), the
largest independent national provider of infusion and home care
management solutions, today announced its fourth quarter and full
year 2018 financial results.
Fourth Quarter 2018 Highlights
- Net revenue of $183.6 million, up 2.8% compared to $178.5
million in the fourth quarter of 2017, on a comparable ASC 606
basis.
- The company recorded a bad debt adjustment which reduced both
net revenue and adjusted EBITDA by $7.5 million.
- Net revenue year over year growth of 7.8%, excluding bad debt
expense of $13.3 million and $4.0 million from both current and
prior year net revenue.
- Net loss from continuing operations of $15.4 million, compared
to $1.7 million in the prior year.
- Adjusted EBITDA of $11.6 million, or $19.1 million before the
$7.5 million bad debt adjustment, compared to $17.1 million in the
prior year quarter.
- Liquidity of $14.5 million at December 31, 2018, consisting of
cash and cash equivalents.
2018 Highlights
- Net revenue of $708.9 million, compared to $793.5 million in
2017, on a comparable ASC 606 basis.
- Net loss from continuing operations of $51.6 million, compared
to $63.3 million in 2017.
- Adjusted EBITDA of $45.1 million, or $52.6 million before the
bad debt expense adjustment of $7.5 million, compared to $45.0
million in the prior year.
Daniel E. Greenleaf, President and Chief
Executive Officer, commented, “BioScrip delivered record comparable
net revenue growth of almost 8% in the fourth quarter of
2018. Excluding the bad debt adjustment, we achieved adjusted
EBITDA of $52.6 million for the year, which was slightly below the
low-end of our expectations due to slower than anticipated revenue
growth in the month of December. However, we commenced 2019
on a very strong note, with gross revenue growth of approximately
9% in both January and February, and March gross revenue to date
trending at similar levels.”
Mr. Greenleaf continued, “This morning BioScrip
and Option Care jointly announced a definitive merger agreement,
which will create the nation’s preeminent home infusion company and
transform the industry. The combined company will have a
national footprint of more than 150 locations in 46 states and
revenue exceeding $2.6 billion, as well as improved financial
strength and flexibility through an optimized capital structure.
We are extremely excited about the value this combination
will create for all of our combined stakeholders and patients and
look forward to closing the transaction.”
Financial Guidance
Given the pending combination announced today
with Option Care, the Company will not be providing updated 2019
BioScrip financial guidance.
Conference Call and
Presentation
BioScrip will host a conference call and live
webcast on March 15, 2019, at 9:00 a.m. Eastern Time, to discuss
the definitive merger agreement with Option Care as well as its
fourth quarter and full year 2018 financial results.
Interested parties may participate by dialing 877-423-9820
(U.S.) or by accessing a link under the "Investors" section on the
Company's website at www.bioscrip.com.
A copy of the merger agreement investor
presentation will be available under the “Investors” section of the
Company’s website at www.bioscrip.com.
An audio webcast and archive will be available
within two hours of the call’s completion under the “Investors"
section of the Company's website.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
BioScrip, Inc. (“BioScrip” or the “Company”)
will file with the Securities and Exchange Commission (“SEC”) a
proxy statement in connection with the proposed transaction. The
proxy statement will contain important information about the
proposed transaction and related matters. INVESTORS AND
SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement and other relevant materials
(when they become available) and any other documents filed by the
Company with the SEC may be obtained free of charge at the SEC’s
website, at www.sec.gov. In addition, security holders will
be able to obtain free copies of the proxy statement and other
relevant materials from the Company by contacting Investor
Relations by mail at 1600 Broadway, Suite 700, Denver, CO 80202,
Attn: Investor Relations, by telephone at (720) 697-5200, or by
going to the Company’s Investor Relations page on its corporate web
site at https://investors.bioscrip.com.
PARTICIPANTS IN THE
SOLICITATION
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the matters discussed
above. Information about the Company’s directors and executive
officers is set forth in the Proxy Statement on Schedule 14A for
the Company’s 2018 annual meeting of stockholders, which was filed
with the SEC on April 4, 2018. This document can be obtained
free of charge from the sources indicated above. Information
regarding the ownership of the Company’s directors and executive
officers in the Company’s securities is included in the Company’s
SEC filings on Forms 3, 4, and 5, which can be found through the
SEC’s website at www.sec.gov. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the preliminary proxy statement and the
definitive proxy statement and other relevant materials to be filed
with the SEC when they become available.
About BioScrip, Inc.
BioScrip, Inc. is the largest independent
national provider of infusion and home care management solutions,
with approximately 2,100 teammates and nearly 70 service locations
across the U.S. BioScrip partners with physicians, hospital
systems, payors, pharmaceutical manufacturers and skilled nursing
facilities to provide patients access to post-acute care services.
BioScrip operates with a commitment to bring customer-focused
pharmacy and related healthcare infusion therapy services into the
home or alternate-site setting. By collaborating with the full
spectrum of healthcare professionals and the patient, BioScrip
provides cost-effective care that is driven by clinical excellence,
customer service, and values that promote positive outcomes and an
enhanced quality of life for those it serves.
Investor Contacts
Stephen Deitsch
Chief Financial Officer
& Treasurer
T: (720) 697-5200
stephen.deitsch@bioscrip.com
Kalle Ahl, CFAThe Equity GroupT: (212)
836-9614kahl@equityny.com
Forward-Looking Statements – Safe
Harbor
This communication, in addition to historical
information, contains “forward-looking statements” (as defined in
the Private Securities Litigation Reform Act of 1995) regarding,
among other things, future events or the future financial
performance of BioScrip and Option Care. All statements other than
statements of historical facts are forward-looking
statements. In addition, words such as “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “target,” “will,” “would,” or the
negative of these words, and words and terms of similar substance
used in connection with any discussion of future plans, actions or
events identify forward-looking statements. Forward-looking
statements relating to the proposed transaction include, but are
not limited to: statements about the benefits of the proposed
transaction between BioScrip and Option Care, including future
financial and operating results; BioScrip’s and Option Cares plans,
objectives, expectations and intentions; the expected timing of
completion of the proposed transaction; and other statements
relating to the acquisition that are not historical facts.
Forward-looking statements are based on information currently
available to BioScrip and Option Care and involve estimates,
expectations and projections. Investors are cautioned that all such
forward-looking statements are subject to risks and uncertainties
(both known and unknown), and many factors could cause actual
events or results to differ materially from those indicated by such
forward-looking statements. With respect to the proposed
transaction between BioScrip and Option Care, these factors could
include, but are not limited to: the risk that BioScrip or Option
Care may be unable to obtain governmental and regulatory approvals
required for the transaction, or that required governmental and
regulatory approvals may delay the transaction or result in the
imposition of conditions that could reduce the anticipated benefits
from the proposed transaction or cause the parties to abandon the
proposed transaction; the risk that a condition to closing of the
transaction may not be satisfied; the length of time necessary to
consummate the proposed transaction, which may be longer than
anticipated for various reasons; the risk that the businesses will
not be integrated successfully; the risk that the cost savings,
synergies and growth from the proposed transaction may not be fully
realized or may take longer to realize than expected; the diversion
of management time on transaction-related issues; the effect of
future regulatory or legislative actions on the companies or the
industries in which they operate; the risk that the credit ratings
of the combined company or its subsidiaries may be different from
what the companies expect; economic and foreign exchange rate
volatility; and the other risks contained in BioScrip’s most
recently filed Annual Report on Form 10-K.
Many of these risks, uncertainties and
assumptions are beyond BioScrip’s ability to control or predict.
Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements.
Furthermore, forward-looking statements speak only as of the
information currently available to the parties on the date they are
made, and neither BioScrip nor Option Care undertakes any
obligation to update publicly or revise any forward-looking
statements to reflect events or circumstances that may arise after
the date of this communication. Nothing in this communication is
intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per BioScrip share for the
current or any future financial years or those of the combined
company, will necessarily match or exceed the historical published
earnings per BioScrip share, as applicable. Neither BioScrip nor
Option Care gives any assurance (1) that either BioScrip or Option
Care will achieve its expectations, or (2) concerning any result or
the timing thereof, in each case, with respect to any regulatory
action, administrative proceedings, government investigations,
litigation, warning letters, consent decrees, cost reductions,
business strategies, earnings or revenue trends or future financial
results. All subsequent written and oral forward-looking statements
concerning BioScrip, Option Care, the proposed transaction, the
combined company or other matters and attributable to BioScrip or
Option Care or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Note Regarding Use of Non-GAAP Financial
Measures
In addition to reporting financial information
in accordance with generally accepted accounting principles (GAAP),
the Company is also reporting Adjusted EBITDA, which is a non-GAAP
financial measure. Adjusted EBITDA is not a measurement of
financial performance under GAAP and should not be used in
isolation or as a substitute or alternative to net income,
operating income or any other performance measure derived in
accordance with GAAP, or as a substitute or alternative to cash
flow from operating activities or a measure of the Company’s
liquidity. In addition, the Company's definition of Adjusted EBITDA
may not be comparable to similarly titled non-GAAP financial
measures reported by other companies. Adjusted EBITDA, as defined
by the Company, represents net income before net interest expense,
income tax expense, depreciation and amortization, impairment of
goodwill, stock-based compensation expense, and restructuring,
integration and other expenses. As part of restructuring, the
Company may incur significant charges such as the write down of
certain long−lived assets, temporary redundant expenses, retraining
expenses, potential cash bonus payments and potential accelerated
payments or terminated costs for certain of its contractual
obligations. Management believes that Adjusted EBITDA provides
useful supplemental information regarding the performance of
BioScrip’s business operations and facilitates comparisons to the
Company’s historical operating results. For a full reconciliation
of Adjusted EBITDA to the most comparable GAAP financial measure,
please see the attachment to this earnings release.
|
|
Schedule 1 |
BIOSCRIP, INC. AND SUBSIDIARIES |
CONSOLIDATED BALANCE SHEETS |
(in thousands) |
|
|
December 31, |
|
2018 |
|
2017 |
ASSETS |
|
|
|
Current
assets |
|
|
|
Cash and cash
equivalents |
$ |
14,539 |
|
|
$ |
39,457 |
|
Restricted cash |
|
4,321 |
|
|
|
4,950 |
|
Accounts
receivable, net |
|
114,864 |
|
|
|
85,522 |
|
Inventory |
|
26,689 |
|
|
|
38,044 |
|
Prepaid
expenses and other current assets |
|
14,292 |
|
|
|
18,620 |
|
Total current assets |
|
174,705 |
|
|
|
186,593 |
|
Property and equipment,
net |
|
28,788 |
|
|
|
26,973 |
|
Goodwill |
|
367,198 |
|
|
|
367,198 |
|
Deferred taxes |
|
1,032 |
|
|
|
1,098 |
|
Intangible assets,
net |
|
10,470 |
|
|
|
19,114 |
|
Other non-current
assets |
|
1,745 |
|
|
|
2,116 |
|
Total assets |
$ |
583,938 |
|
|
$ |
603,092 |
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT |
|
|
|
Current
liabilities |
|
|
|
Current
portion of long-term debt |
$ |
3,179 |
|
|
$ |
1,722 |
|
Accounts
payable |
|
67,025 |
|
|
|
65,963 |
|
Amounts
due to plan sponsors |
|
956 |
|
|
|
4,621 |
|
Accrued
interest |
|
6,706 |
|
|
|
6,706 |
|
Accrued
expenses and other current liabilities |
|
29,450 |
|
|
|
26,118 |
|
Total current liabilities |
|
107,316 |
|
|
|
105,130 |
|
Long-term debt, net of
current portion |
|
501,495 |
|
|
|
478,866 |
|
Other non-current
liabilities |
|
25,842 |
|
|
|
21,769 |
|
Total liabilities |
|
634,653 |
|
|
|
605,765 |
|
Series A convertible
preferred stock, $.0001 par value |
|
3,231 |
|
|
|
2,827 |
|
Series C convertible
preferred stock, $.0001 par value |
|
90,058 |
|
|
|
79,252 |
|
Stockholders'
deficit |
|
|
|
Preferred stock, $.0001 par value |
|
- |
|
|
|
- |
|
Common
stock, $.0001 par value |
|
13 |
|
|
|
13 |
|
Treasury
stock, shares at cost |
|
(950 |
) |
|
|
(16 |
) |
Additional paid-in capital |
|
618,137 |
|
|
|
624,762 |
|
Accumulated deficit |
|
(761,204 |
) |
|
|
(709,511 |
) |
Total stockholders' deficit |
|
(144,004 |
) |
|
|
(84,752 |
) |
Total liabilities and stockholders' deficit |
$ |
583,938 |
|
|
$ |
603,092 |
|
|
|
|
|
|
|
|
|
Schedule 2 |
BIOSCRIP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(in thousands, expect per share amounts) |
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2018 |
|
2017 |
|
|
|
|
Net
revenue |
$ |
708,903 |
|
|
$ |
817,190 |
|
Cost of revenue
(excluding depreciation expense) |
|
465,865 |
|
|
|
547,948 |
|
Gross
profit |
|
243,038 |
|
|
|
269,242 |
|
Percentage of
revenues |
|
34.3 |
% |
|
|
32.9 |
% |
|
|
|
|
Operating expenses: |
|
|
|
Service
location operation expenses |
|
154,813 |
|
|
|
163,273 |
|
General
and administrative expenses |
|
47,264 |
|
|
|
39,625 |
|
Depreciation and amortization expense |
|
23,601 |
|
|
|
27,725 |
|
Restructuring, acquisition, integration, and other expenses |
|
6,457 |
|
|
|
12,662 |
|
Bad debt
expense |
|
- |
|
|
|
23,697 |
|
Total
operating expenses |
|
232,135 |
|
|
|
266,982 |
|
Operating income |
|
10,903 |
|
|
|
2,260 |
|
Other
expense: |
|
|
|
Interest
expense, net |
|
57,433 |
|
|
|
52,072 |
|
Change in
fair value of equity linked liabilities |
|
4,836 |
|
|
|
3,587 |
|
Loss
(gain) on dispositions |
|
(342 |
) |
|
|
581 |
|
Loss on
extinguishment of debt |
|
- |
|
|
|
13,453 |
|
Total
other expense |
|
61,927 |
|
|
|
69,693 |
|
Loss from continuing
operations, before income
taxes |
|
(51,024 |
) |
|
|
(67,433 |
) |
Income
tax (expense) benefit |
|
(568 |
) |
|
|
4,130 |
|
Loss from
continuing operations |
|
(51,592 |
) |
|
|
(63,303 |
) |
Loss from
discontinued operations, net of income taxes |
|
(101 |
) |
|
|
(893 |
) |
Net loss |
|
(51,693 |
) |
|
|
(64,196 |
) |
Accrued
dividends on preferred stock |
|
(11,210 |
) |
|
|
(10,077 |
) |
Loss attributable to common stockholders |
$ |
(62,903 |
) |
|
$ |
(74,273 |
) |
|
|
|
|
Loss per common
share: |
|
|
|
Loss from continuing
operations, basic and diluted |
$ |
(0.49 |
) |
|
$ |
(0.59 |
) |
Loss from discontinued
operations, basic and diluted |
|
- |
|
|
|
(0.01 |
) |
Loss per common
share, basic and diluted |
$ |
(0.49 |
) |
|
$ |
(0.60 |
) |
|
|
|
|
Weighted
average number of common shares outstanding: |
|
|
|
Basic and diluted |
|
127,942 |
|
|
|
123,791 |
|
|
|
|
|
|
Schedule 3 |
BIOSCRIP, INC. AND SUBSIDIARIES |
QUARTERLY
RECONCILIATION BETWEEN GAAP AND NON-GAAP MEASURES |
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months Ended |
|
|
March 31, 2018 |
|
June 30, 2018 |
|
September 30, 2018 |
|
December 31, 2018 |
|
December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
Loss from
continuing operations |
|
$ |
(12,987 |
) |
|
$ |
(15,124 |
) |
|
$ |
(8,103 |
) |
|
$ |
(15,378 |
) |
|
$ |
(51,592 |
) |
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net |
|
|
(13,395 |
) |
|
|
(13,805 |
) |
|
|
(14,971 |
) |
|
|
(15,262 |
) |
|
|
(57,433 |
) |
Change in fair value of
equity linked liabilities |
|
|
3,439 |
|
|
|
(3,064 |
) |
|
|
(1,605 |
) |
|
|
(3,606 |
) |
|
|
(4,836 |
) |
Gain on
dispositions |
|
|
305 |
|
|
|
13 |
|
|
|
10 |
|
|
|
14 |
|
|
|
342 |
|
Income tax expense |
|
|
(48 |
) |
|
|
(43 |
) |
|
|
(102 |
) |
|
|
(375 |
) |
|
|
(568 |
) |
Depreciation and
amortization expense |
|
|
(6,486 |
) |
|
|
(6,366 |
) |
|
|
(5,767 |
) |
|
|
(4,982 |
) |
|
|
(23,601 |
) |
Stock-based
compensation |
|
|
(556 |
) |
|
|
(1,253 |
) |
|
|
(1,224 |
) |
|
|
(1,142 |
) |
|
|
(4,175 |
) |
Restructuring,
acquisition, integration, and other expenses, net (1) |
|
|
(1,882 |
) |
|
|
(2,024 |
) |
|
|
(885 |
) |
|
|
(1,666 |
) |
|
|
(6,457 |
) |
Consolidated
Adjusted EBITDA |
|
$ |
5,636 |
|
|
$ |
11,418 |
|
|
$ |
16,441 |
|
|
$ |
11,641 |
|
|
$ |
45,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Restructuring, acquisition, integration, and other
expenses include non-recurring costs associated with restructuring,
acquisition, and integration initiatives such as employee severance
costs, certain legal and professional fees, training costs,
redundant wage costs, impacts recorded from the change in
contingent consideration obligations, and other costs related to
contract terminations and closed branches/offices. |
|
|
|
|
Schedule 4 |
BIOSCRIP, INC. AND SUBSIDIARIES |
QUARTERLY
RECONCILIATION BETWEEN GAAP AND NON-GAAP MEASURES |
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months Ended |
|
|
March 31, 2017 |
|
June 30, 2017 |
|
September 30, 2017 |
|
December 31, 2017 |
|
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
Loss from
continuing operations |
|
$ |
(19,419 |
) |
|
$ |
(29,151 |
) |
|
$ |
(13,058 |
) |
|
$ |
(1,675 |
) |
|
$ |
(63,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net |
|
|
(12,659 |
) |
|
|
(12,630 |
) |
|
|
(13,360 |
) |
|
|
(13,423 |
) |
|
|
(52,072 |
) |
Change in fair value of
equity linked liabilities |
|
|
- |
|
|
|
- |
|
|
|
(1,103 |
) |
|
|
(2,484 |
) |
|
|
(3,587 |
) |
Loss on extinguishment
of debt |
|
|
- |
|
|
|
(13,453 |
) |
|
|
- |
|
|
|
- |
|
|
|
(13,453 |
) |
Gain (loss) on
dispositions |
|
|
- |
|
|
|
(685 |
) |
|
|
33 |
|
|
|
71 |
|
|
|
(581 |
) |
Income tax (expense)
benefit |
|
|
(619 |
) |
|
|
(718 |
) |
|
|
(60 |
) |
|
|
5,527 |
|
|
|
4,130 |
|
Depreciation and
amortization expense |
|
|
(7,165 |
) |
|
|
(7,065 |
) |
|
|
(7,058 |
) |
|
|
(6,437 |
) |
|
|
(27,725 |
) |
Stock-based
compensation |
|
|
(594 |
) |
|
|
(433 |
) |
|
|
(545 |
) |
|
|
(788 |
) |
|
|
(2,360 |
) |
Restructuring,
acquisition, integration, and other expenses, net (1) |
|
|
(3,223 |
) |
|
|
(4,147 |
) |
|
|
(4,037 |
) |
|
|
(1,255 |
) |
|
|
(12,662 |
) |
Consolidated
Adjusted EBITDA |
|
$ |
4,841 |
|
|
$ |
9,980 |
|
|
$ |
13,072 |
|
|
$ |
17,114 |
|
|
$ |
45,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Restructuring, acquisition, integration, and other
expenses include non-recurring costs associated with restructuring,
acquisition, and integration initiatives such as employee severance
costs, certain legal and professional fees, training costs,
redundant wage costs, impacts recorded from the change in
contingent consideration obligations, and other costs related to
contract terminations and closed branches/offices. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule 5 |
BIOSCRIP, INC AND SUBSIDIARIES |
CONSOLIDATED CONDENSED CASH
FLOWS |
(in thousands) |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months Ended |
|
March 31, 2018 |
|
June 30, 2018 |
|
September 30, 2018 |
|
December 31, 2018 |
|
December 31, 2018 |
Cash flows from
operating activities: |
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(13,017 |
) |
|
$ |
(15,139 |
) |
|
$ |
(8,174 |
) |
|
$ |
(15,363 |
) |
|
$ |
(51,693 |
) |
Less:
Income (loss) from discontinued operations, net of income
taxes |
|
(30 |
) |
|
|
(15 |
) |
|
|
(73 |
) |
|
|
17 |
|
|
|
(101 |
) |
Loss from continuing
operations |
|
(12,987 |
) |
|
|
(15,124 |
) |
|
|
(8,101 |
) |
|
|
(15,380 |
) |
|
|
(51,592 |
) |
Adjustments to
reconcile net loss from continuing operations to net cash provided
by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
6,486 |
|
|
|
6,366 |
|
|
|
5,765 |
|
|
|
4,984 |
|
|
|
23,601 |
|
Amortization of deferred financing costs and debt discount |
|
2,023 |
|
|
|
2,048 |
|
|
|
2,013 |
|
|
|
2,088 |
|
|
|
8,172 |
|
Change in
deferred taxes |
|
31 |
|
|
|
25 |
|
|
|
52 |
|
|
|
(42 |
) |
|
|
66 |
|
Stock-based compensation |
|
556 |
|
|
|
1,253 |
|
|
|
1,223 |
|
|
|
1,143 |
|
|
|
4,175 |
|
Paid-in-kind interest capitalized as principal on Second Lien Note
Facility |
|
- |
|
|
|
- |
|
|
|
3,800 |
|
|
|
3,987 |
|
|
|
7,787 |
|
Loss
(gain) on dispositions |
|
(305 |
) |
|
|
(13 |
) |
|
|
(12 |
) |
|
|
(12 |
) |
|
|
(342 |
) |
Change in
fair value of equity linked liabilities |
|
(3,439 |
) |
|
|
3,064 |
|
|
|
1,603 |
|
|
|
3,608 |
|
|
|
4,836 |
|
Changes
in assets and liabilities, net of acquired businesses: |
|
|
|
|
|
|
|
|
|
Accounts
receivable |
|
(2,663 |
) |
|
|
(8,734 |
) |
|
|
(16,709 |
) |
|
|
(1,236 |
) |
|
|
(29,342 |
) |
Inventory |
|
(3,505 |
) |
|
|
16,264 |
|
|
|
2,180 |
|
|
|
(3,584 |
) |
|
|
11,355 |
|
Prepaid
expenses and other assets |
|
8,807 |
|
|
|
1,247 |
|
|
|
(3,098 |
) |
|
|
(2,257 |
) |
|
|
4,699 |
|
Accounts
payable |
|
2,872 |
|
|
|
(19,574 |
) |
|
|
14,640 |
|
|
|
3,124 |
|
|
|
1,062 |
|
Amounts
due to plan sponsors |
|
(969 |
) |
|
|
(1,468 |
) |
|
|
(638 |
) |
|
|
(590 |
) |
|
|
(3,665 |
) |
Accrued
interest |
|
(4,487 |
) |
|
|
4,510 |
|
|
|
(4,461 |
) |
|
|
4,438 |
|
|
|
- |
|
Accrued
expenses and other liabilities |
|
2,418 |
|
|
|
(4,984 |
) |
|
|
1,899 |
|
|
|
(148 |
) |
|
|
(815 |
) |
Net cash
provided by (used in) operating activities from continuing
operations |
|
(5,162 |
) |
|
|
(15,120 |
) |
|
|
156 |
|
|
|
123 |
|
|
|
(20,003 |
) |
Net cash
provided by (used in) operating activities from discontinued
operations |
|
(30 |
) |
|
|
(15 |
) |
|
|
(72 |
) |
|
|
16 |
|
|
|
(101 |
) |
Net cash used in operating activities |
|
(5,192 |
) |
|
|
(15,135 |
) |
|
|
84 |
|
|
|
139 |
|
|
|
(20,104 |
) |
Cash flows from
investing activities: |
|
|
|
|
|
|
|
|
|
Purchases
of property and equipment, net |
|
(2,646 |
) |
|
|
(4,300 |
) |
|
|
(2,462 |
) |
|
|
(4,467 |
) |
|
|
(13,875 |
) |
Proceeds
from sales of property and equipment |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
360 |
|
|
|
360 |
|
Net cash used in investing activities |
|
(2,646 |
) |
|
|
(4,300 |
) |
|
|
(2,462 |
) |
|
|
(4,107 |
) |
|
|
(13,515 |
) |
Cash flows from
financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds
from private issuances, net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Proceeds
from priming credit agreement, net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Fees
attributable to extinguishment of debt |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Borrowings on revolving credit facility |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Repayments on revolving credit facility |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Borrowing
of long-term debt, net of expenses |
|
- |
|
|
|
10,000 |
|
|
|
- |
|
|
|
- |
|
|
|
10,000 |
|
Principal
payments of long-term debt |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Repayments of capital leases |
|
(967 |
) |
|
|
(218 |
) |
|
|
(438 |
) |
|
|
(250 |
) |
|
|
(1,873 |
) |
Net
activity from exercise of employee stock awards |
|
(300 |
) |
|
|
121 |
|
|
|
310 |
|
|
|
(186 |
) |
|
|
(55 |
) |
Net cash provided by financing activities |
|
(1,267 |
) |
|
|
9,903 |
|
|
|
(128 |
) |
|
|
(436 |
) |
|
|
8,072 |
|
Net change in cash and
cash equivalents and restricted cash |
|
(9,105 |
) |
|
|
(9,532 |
) |
|
|
(2,506 |
) |
|
|
(4,404 |
) |
|
|
(25,547 |
) |
Cash and cash
equivalents and restricted cash - beginning of period |
|
44,407 |
|
|
|
35,302 |
|
|
|
25,770 |
|
|
|
23,264 |
|
|
|
44,407 |
|
Cash and cash
equivalents and restricted cash - end of period |
$ |
35,302 |
|
|
$ |
25,770 |
|
|
$ |
23,264 |
|
|
$ |
18,860 |
|
|
$ |
18,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule 6 |
BIOSCRIP, INC AND SUBSIDIARIES |
CONSOLIDATED CONDENSED CASH
FLOWS |
(in thousands) |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months Ended |
|
March 31, 2017 |
|
June 30, 2017 |
|
September 30, 2017 |
|
December 31, 2017 |
|
December 31, 2017 |
Cash flows from
operating activities: |
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(19,718 |
) |
|
$ |
(29,525 |
) |
|
$ |
(12,992 |
) |
|
$ |
(1,961 |
) |
|
$ |
(64,196 |
) |
Less:
Income (loss) from discontinued operations, net of income
taxes |
|
(299 |
) |
|
|
(373 |
) |
|
|
66 |
|
|
|
(287 |
) |
|
|
(893 |
) |
Loss from continuing
operations |
|
(19,419 |
) |
|
|
(29,152 |
) |
|
|
(13,058 |
) |
|
|
(1,674 |
) |
|
|
(63,303 |
) |
Adjustments to
reconcile net loss from continuing operations to net cash provided
by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
7,165 |
|
|
|
7,067 |
|
|
|
7,056 |
|
|
|
6,437 |
|
|
|
27,725 |
|
Amortization of deferred financing costs and debt discount |
|
1,318 |
|
|
|
1,557 |
|
|
|
1,801 |
|
|
|
2,322 |
|
|
|
6,998 |
|
Change in
deferred taxes |
|
619 |
|
|
|
604 |
|
|
|
645 |
|
|
|
(5,247 |
) |
|
|
(3,379 |
) |
Stock-based compensation |
|
521 |
|
|
|
433 |
|
|
|
571 |
|
|
|
835 |
|
|
|
2,360 |
|
Loss
(gain) on dispositions |
|
- |
|
|
|
685 |
|
|
|
(33 |
) |
|
|
(71 |
) |
|
|
581 |
|
Change in
fair value of equity linked liabilities |
|
- |
|
|
|
- |
|
|
|
1,103 |
|
|
|
2,484 |
|
|
|
3,587 |
|
Loss on
extinguishment of debt |
|
- |
|
|
|
13,453 |
|
|
|
- |
|
|
|
- |
|
|
|
13,453 |
|
Changes
in assets and liabilities, net of acquired businesses: |
|
|
|
|
|
|
|
|
|
Accounts
receivable |
|
2,210 |
|
|
|
6,281 |
|
|
|
13,766 |
|
|
|
1,307 |
|
|
|
23,564 |
|
Inventory |
|
5,616 |
|
|
|
1,727 |
|
|
|
1,048 |
|
|
|
(10,935 |
) |
|
|
(2,544 |
) |
Prepaid
expenses and other assets |
|
3,601 |
|
|
|
1,872 |
|
|
|
(2,440 |
) |
|
|
(3,272 |
) |
|
|
(239 |
) |
Accounts
payable |
|
(10,936 |
) |
|
|
(43 |
) |
|
|
(3,737 |
) |
|
|
15,405 |
|
|
|
689 |
|
Amounts
due to plan sponsors |
|
645 |
|
|
|
382 |
|
|
|
64 |
|
|
|
(149 |
) |
|
|
942 |
|
Accrued
interest |
|
(1,157 |
) |
|
|
1,188 |
|
|
|
(3,539 |
) |
|
|
3,509 |
|
|
|
1 |
|
Accrued
expenses and other liabilities |
|
(917 |
) |
|
|
316 |
|
|
|
(2,199 |
) |
|
|
(2,005 |
) |
|
|
(4,805 |
) |
Net cash
provided by (used in) operating activities from continuing
operations |
|
(10,734 |
) |
|
|
6,370 |
|
|
|
1,048 |
|
|
|
8,946 |
|
|
|
5,630 |
|
Net cash
provided by (used in) operating activities from discontinued
operations |
|
(299 |
) |
|
|
(373 |
) |
|
|
(5,434 |
) |
|
|
(287 |
) |
|
|
(6,393 |
) |
Net cash used in operating activities |
|
(11,033 |
) |
|
|
5,997 |
|
|
|
(4,386 |
) |
|
|
8,659 |
|
|
|
(763 |
) |
Cash flows from
investing activities: |
|
|
|
|
|
|
|
|
|
Purchases
of property and equipment, net |
|
(1,684 |
) |
|
|
(2,608 |
) |
|
|
(2,278 |
) |
|
|
(2,110 |
) |
|
|
(8,680 |
) |
Proceeds
from sales of property and equipment |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net cash used in investing activities |
|
(1,684 |
) |
|
|
(2,608 |
) |
|
|
(2,278 |
) |
|
|
(2,110 |
) |
|
|
(8,680 |
) |
Cash flows from
financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds
from private issuances, net |
|
5,052 |
|
|
|
15,724 |
|
|
|
46 |
|
|
|
(45 |
) |
|
|
20,777 |
|
Proceeds
from priming credit agreement, net |
|
23,060 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
23,060 |
|
Fees
attributable to extinguishment of debt |
|
- |
|
|
|
(311 |
) |
|
|
(669 |
) |
|
|
- |
|
|
|
(980 |
) |
Borrowings on revolving credit facility |
|
563 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
563 |
|
Repayments on revolving credit facility |
|
(1,000 |
) |
|
|
(54,863 |
) |
|
|
- |
|
|
|
- |
|
|
|
(55,863 |
) |
Borrowing
of long-term debt, net of expenses |
|
- |
|
|
|
294,446 |
|
|
|
- |
|
|
|
- |
|
|
|
294,446 |
|
Principal
payments of long-term debt |
|
(3,137 |
) |
|
|
(233,633 |
) |
|
|
- |
|
|
|
- |
|
|
|
(236,770 |
) |
Repayments of capital leases |
|
(238 |
) |
|
|
(163 |
) |
|
|
(391 |
) |
|
|
(280 |
) |
|
|
(1,072 |
) |
Net
activity from exercise of employee stock awards |
|
(51 |
) |
|
|
(102 |
) |
|
|
53 |
|
|
|
220 |
|
|
|
120 |
|
Net cash provided by financing activities |
|
24,249 |
|
|
|
21,098 |
|
|
|
(961 |
) |
|
|
(105 |
) |
|
|
44,281 |
|
Net change in cash and
cash equivalents and restricted cash |
|
11,532 |
|
|
|
24,487 |
|
|
|
(7,625 |
) |
|
|
6,444 |
|
|
|
34,838 |
|
Cash and cash
equivalents and restricted cash - beginning of period |
|
9,569 |
|
|
|
21,101 |
|
|
|
45,588 |
|
|
|
37,963 |
|
|
|
9,569 |
|
Cash and cash
equivalents and restricted cash - end of period |
$ |
21,101 |
|
|
$ |
45,588 |
|
|
$ |
37,963 |
|
|
$ |
44,407 |
|
|
$ |
44,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule 7 |
|
BIOSCRIP, INC. AND SUBSIDIARIES |
|
QUARTERLY CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
(in thousands, except per share amounts) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months Ended |
|
|
|
March 31, 2018 |
|
June 30, 2018 |
|
September 30, 2018 |
|
December 31, 2018 |
|
December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue |
|
$ |
168,584 |
|
|
$ |
175,789 |
|
|
$ |
180,962 |
|
|
$ |
183,568 |
|
|
$ |
708,903 |
|
|
Cost of revenue
(excluding depreciation expense) |
|
|
113,536 |
|
|
|
115,832 |
|
|
|
115,051 |
|
|
|
121,446 |
|
|
|
465,865 |
|
|
Gross
profit |
|
|
55,048 |
|
|
|
59,957 |
|
|
|
65,911 |
|
|
|
62,122 |
|
|
|
243,038 |
|
|
Percentage of
revenues |
|
|
32.7 |
% |
|
|
34.1 |
% |
|
|
36.4 |
% |
|
|
33.8 |
% |
|
|
34.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Service
location operation expenses |
|
|
39,299 |
|
|
|
38,861 |
|
|
|
38,216 |
|
|
|
38,437 |
|
|
|
154,813 |
|
|
General
and administrative expenses |
|
|
10,669 |
|
|
|
10,931 |
|
|
|
12,478 |
|
|
|
13,186 |
|
|
|
47,264 |
|
|
Depreciation and amortization expense |
|
|
6,486 |
|
|
|
6,366 |
|
|
|
5,767 |
|
|
|
4,982 |
|
|
|
23,601 |
|
|
Restructuring, acquisition, integration, and other expenses |
|
|
1,882 |
|
|
|
2,024 |
|
|
|
885 |
|
|
|
1,666 |
|
|
|
6,457 |
|
|
Total
operating expenses |
|
|
58,336 |
|
|
|
58,182 |
|
|
|
57,346 |
|
|
|
58,271 |
|
|
|
232,135 |
|
|
Operating income (loss) |
|
|
(3,288 |
) |
|
|
1,775 |
|
|
|
8,565 |
|
|
|
3,851 |
|
|
|
10,903 |
|
|
Other
expense: |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Interest
expense, net |
|
|
13,395 |
|
|
|
13,805 |
|
|
|
14,971 |
|
|
|
15,262 |
|
|
|
57,433 |
|
|
Change in
fair value of equity linked liabilities |
|
|
(3,439 |
) |
|
|
3,064 |
|
|
|
1,605 |
|
|
|
3,606 |
|
|
|
4,836 |
|
|
Loss
(gain) on dispositions |
|
|
(305 |
) |
|
|
(13 |
) |
|
|
(10 |
) |
|
|
(14 |
) |
|
|
(342 |
) |
|
Total
other expense |
|
|
9,651 |
|
|
|
16,856 |
|
|
|
16,566 |
|
|
|
18,854 |
|
|
|
61,927 |
|
|
Loss from continuing
operations, before income
taxes |
|
|
(12,939 |
) |
|
|
(15,081 |
) |
|
|
(8,001 |
) |
|
|
(15,003 |
) |
|
|
(51,024 |
) |
|
Income
tax (expense) benefit |
|
|
(48 |
) |
|
|
(43 |
) |
|
|
(102 |
) |
|
|
(375 |
) |
|
|
(568 |
) |
|
Loss from
continuing operations |
|
|
(12,987 |
) |
|
|
(15,124 |
) |
|
|
(8,103 |
) |
|
|
(15,378 |
) |
|
|
(51,592 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
discontinued operations, net of income taxes |
|
|
(30 |
) |
|
|
(15 |
) |
|
|
(71 |
) |
|
|
15 |
|
|
|
(101 |
) |
|
Net loss |
|
|
(13,017 |
) |
|
|
(15,139 |
) |
|
|
(8,174 |
) |
|
|
(15,363 |
) |
|
|
(51,693 |
) |
|
Accrued
dividends on preferred stock |
|
|
(2,657 |
) |
|
|
(2,756 |
) |
|
|
(2,861 |
) |
|
|
(2,936 |
) |
|
|
(11,210 |
) |
|
Loss attributable to common stockholders |
|
$ |
(15,674 |
) |
|
$ |
(17,895 |
) |
|
$ |
(11,035 |
) |
|
$ |
(18,299 |
) |
|
$ |
(62,903 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common
share: |
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations, basic and diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.49 |
) |
|
Loss from discontinued
operations, basic and diluted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Loss per common
share, basic and diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
127,772 |
|
|
|
128,038 |
|
|
|
127,528 |
|
|
|
128,074 |
|
|
|
127,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule 8 |
|
BIOSCRIP, INC. AND SUBSIDIARIES |
|
QUARTERLY CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
(in thousands, except per share amounts) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months Ended |
|
|
|
March 31, 2017 |
|
June 30, 2017 |
|
September 30, 2017 |
|
December 31, 2017 |
|
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
revenue |
|
$ |
217,810 |
|
|
$ |
218,106 |
|
|
$ |
198,692 |
|
|
$ |
182,582 |
|
|
$ |
817,190 |
|
|
Cost of revenue
(excluding depreciation expense) |
|
|
152,936 |
|
|
|
150,495 |
|
|
|
132,129 |
|
|
|
112,388 |
|
|
|
547,948 |
|
|
Gross
profit |
|
|
64,874 |
|
|
|
67,611 |
|
|
|
66,563 |
|
|
|
70,194 |
|
|
|
269,242 |
|
|
Percentage of
revenues |
|
|
29.8 |
% |
|
|
31.0 |
% |
|
|
33.5 |
% |
|
|
38.4 |
% |
|
|
32.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Service
location operation expenses |
|
|
44,319 |
|
|
|
42,293 |
|
|
|
38,143 |
|
|
|
38,518 |
|
|
|
163,273 |
|
|
General
and administrative expenses |
|
|
9,266 |
|
|
|
9,654 |
|
|
|
9,405 |
|
|
|
11,300 |
|
|
|
39,625 |
|
|
Depreciation and amortization expense |
|
|
7,165 |
|
|
|
7,065 |
|
|
|
7,058 |
|
|
|
6,437 |
|
|
|
27,725 |
|
|
Restructuring, acquisition, integration, and other expenses |
|
|
3,223 |
|
|
|
4,147 |
|
|
|
4,037 |
|
|
|
1,255 |
|
|
|
12,662 |
|
|
Bad debt
expense |
|
|
7,042 |
|
|
|
6,117 |
|
|
|
6,488 |
|
|
|
4,050 |
|
|
|
23,697 |
|
|
Total
operating expenses |
|
|
71,015 |
|
|
|
69,276 |
|
|
|
65,131 |
|
|
|
61,560 |
|
|
|
266,982 |
|
|
Operating income (loss) |
|
|
(6,141 |
) |
|
|
(1,665 |
) |
|
|
1,432 |
|
|
|
8,634 |
|
|
|
2,260 |
|
|
Other
expense: |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Interest
expense, net |
|
|
12,659 |
|
|
|
12,630 |
|
|
|
13,360 |
|
|
|
13,423 |
|
|
|
52,072 |
|
|
Change in
fair value of equity linked liabilities |
|
|
- |
|
|
|
- |
|
|
|
1,103 |
|
|
|
2,484 |
|
|
|
3,587 |
|
|
Loss
(gain) on dispositions |
|
|
- |
|
|
|
685 |
|
|
|
(33 |
) |
|
|
(71 |
) |
|
|
581 |
|
|
Loss on
extinguishment of debt |
|
|
- |
|
|
|
13,453 |
|
|
|
- |
|
|
|
- |
|
|
|
13,453 |
|
|
Total
other expense |
|
|
12,659 |
|
|
|
26,768 |
|
|
|
14,430 |
|
|
|
15,836 |
|
|
|
69,693 |
|
|
Loss from continuing
operations, before income
taxes |
|
|
(18,800 |
) |
|
|
(28,433 |
) |
|
|
(12,998 |
) |
|
|
(7,202 |
) |
|
|
(67,433 |
) |
|
Income
tax (expense) benefit |
|
|
(619 |
) |
|
|
(718 |
) |
|
|
(60 |
) |
|
|
5,527 |
|
|
|
4,130 |
|
|
Loss from
continuing operations |
|
|
(19,419 |
) |
|
|
(29,151 |
) |
|
|
(13,058 |
) |
|
|
(1,675 |
) |
|
|
(63,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
discontinued operations, net of income taxes |
|
|
(299 |
) |
|
|
(373 |
) |
|
|
66 |
|
|
|
(287 |
) |
|
|
(893 |
) |
|
Net loss |
|
|
(19,718 |
) |
|
|
(29,524 |
) |
|
|
(12,992 |
) |
|
|
(1,962 |
) |
|
|
(64,196 |
) |
|
Accrued
dividends on preferred stock |
|
|
(2,388 |
) |
|
|
(2,478 |
) |
|
|
(2,569 |
) |
|
|
(2,642 |
) |
|
|
(10,077 |
) |
|
Loss attributable to common stockholders |
|
$ |
(22,106 |
) |
|
$ |
(32,002 |
) |
|
$ |
(15,561 |
) |
|
$ |
(4,604 |
) |
|
$ |
(74,273 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common
share: |
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations, basic and diluted |
|
$ |
(0.18 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.59 |
) |
|
Loss from discontinued
operations, basic and diluted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
Loss per common
share, basic and diluted |
|
$ |
(0.18 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
118,783 |
|
|
|
121,189 |
|
|
|
127,488 |
|
|
|
127,488 |
|
|
|
123,791 |
|
|
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