Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PHARMERICA CORP | |
Entity Central Index Key | 1,388,195 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,764,949 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 |
CONDENSED CONSOLIDATED INCOME S
CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited) [Abstract] | |||||
Revenues | $ 519.6 | $ 497.5 | $ 1,044.1 | $ 1,009 | |
Cost of goods sold | 437.8 | 416.3 | 880.3 | 839.2 | |
Gross profit | 81.8 | 81.2 | 163.8 | 169.8 | |
Selling, general and administrative expenses | 55.7 | 55.4 | 112.7 | 114.4 | |
Amortization expense | 8.2 | 7 | 16.4 | 13.6 | |
Merger, acquisition, integration costs and other charges | 4.4 | 3.4 | 8.8 | 7.2 | |
Settlement, litigation and other related charges | 4.9 | 6.9 | 8 | 9.2 | |
Restructuring and impairment charges | 1.1 | [1] | 2.5 | 0.1 | |
Operating income | 7.5 | 8.5 | 15.4 | 25.3 | |
Interest expense, net | 3.3 | 1.9 | 6.3 | 3.3 | |
Income before income taxes | 4.2 | 6.6 | 9.1 | 22 | |
Income tax benefit | 1.7 | 4.3 | 2.5 | 10.1 | |
Net income | $ 2.5 | $ 2.3 | $ 6.6 | $ 11.9 | |
Earnings per common share: | |||||
Basic (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.22 | $ 0.39 | |
Diluted (in dollars per share) | $ 0.08 | $ 0.07 | $ 0.21 | $ 0.38 | |
Shares used in computing earnings per common share: | |||||
Basic (in shares) | 30,728,592 | 30,388,902 | 30,628,145 | 30,287,638 | |
Diluted (in shares) | 31,028,174 | 30,829,724 | 31,003,145 | 30,748,072 | |
[1] | Less than $0.1 million. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 27.4 | $ 23.1 |
Accounts receivable, net | 208.1 | 200.5 |
Inventory | 160.9 | 155.2 |
Deferred tax assets, net | 29.7 | 41.8 |
Income tax receivable | 15.5 | 10.5 |
Prepaids and other assets | 52.6 | 52.4 |
Total current assets | 494.2 | 483.5 |
Equipment and leasehold improvements | 231.4 | 218.5 |
Accumulated depreciation | (154.6) | (144) |
Total equipment and leasehold improvements | 76.8 | 74.5 |
Goodwill | 372.2 | 371 |
Intangible assets, net | 173.9 | 190.2 |
Other long-term assets | 84 | 32.4 |
Total assets | 1,201.1 | 1,151.6 |
Current liabilities: | ||
Accounts payable | 97.4 | 71.7 |
Salaries, wages and other compensation | 27.9 | 30.6 |
Current portion of long-term debt | 11.6 | 11.6 |
Other accrued liabilities | 31.5 | 27.5 |
Total current liabilities | 168.4 | 141.4 |
Long-term debt | 400.2 | 413.6 |
Other long-term liabilities | 89.2 | 56.5 |
Deferred tax liabilities | 16.4 | 20.7 |
Commitments and contingencies (See Note 5) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share; 1,000,000 shares authorized and no shares issued, December 31, 2015 and June 30, 2016 | 0 | 0 |
Common stock, $0.01 par value per share; 175,000,000 shares authorized; 33,237,732 and 33,660,564 shares issued as of December 31, 2015 and June 30, 2016, respectively | 0.3 | 0.3 |
Capital in excess of par value | 408.5 | 404.6 |
Retained earnings | 158.7 | 152.1 |
Treasury stock at cost, 2,776,875 and 2,906,334 shares at December 31, 2015 and June 30, 2016, respectively | (40.6) | (37.6) |
Total stockholders' equity | 526.9 | 519.4 |
Total liabilities and stockholders' equity | $ 1,201.1 | $ 1,151.6 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 33,660,564 | 33,237,732 |
Treasury stock at cost, shares (in shares) | 2,906,334 | 2,776,875 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows provided by (used in) operating activities: | ||||
Net income | $ 2.5 | $ 2.3 | $ 6.6 | $ 11.9 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation | 5.7 | 5.7 | 11 | 11.5 |
Amortization | 8.2 | 7 | 16.4 | 13.6 |
Stock-based compensation and deferred compensation | 2.7 | 1.7 | 4.1 | 3.7 |
Amortization of deferred financing fees | 0.2 | 0.2 | 0.3 | 0.3 |
Deferred income taxes | 4.7 | 0.2 | 7.8 | 2.5 |
Loss on disposition of equipment | 0 | 0 | 0 | 0.1 |
Other | 0 | 0.1 | 0.1 | 0.1 |
Change in operating assets and liabilities: | ||||
Accounts receivable, net | (8) | 0.1 | (7) | (2.2) |
Inventory | (42.3) | (12.6) | (7.4) | 0.6 |
Prepaids and other assets | 0.2 | (7.4) | (0.5) | 20 |
Accounts payable | 12.6 | (1.4) | 26.8 | (15.5) |
Salaries, wages and other compensation | 4 | (0.6) | (2.7) | (3) |
Other accrued and long-term liabilities | (11.5) | (8.2) | (9.3) | (10.4) |
Change in income taxes receivable | (2.9) | (9.1) | (3.8) | (9) |
Excess tax benefit from stock-based compensation | (0.2) | (0.2) | (1.2) | (2.1) |
Net cash provided by (used in) operating activities | (24.1) | (22.2) | 41.2 | 22.1 |
Cash flows provided by (used in) investing activities: | ||||
Purchase of equipment and leasehold improvements | (7.9) | (6.4) | (13.3) | (11) |
Acquisitions, net of cash acquired | (0.2) | (0.1) | (6.9) | (20.6) |
Cash proceeds from dispositions | 0 | 0 | 0 | 0.1 |
Net cash used in investing activities | (8.1) | (6.5) | (20.2) | (31.5) |
Cash flows provided by (used in) financing activities: | ||||
Repayments of long-term debt | (2.8) | 0 | (5.6) | 0 |
Net activity of long-term revolving credit facility | 37 | 24 | (8) | (1) |
Issuance of common stock | 0 | 0.4 | 0.1 | 0.7 |
Treasury stock, for employee taxes on stock awards | 0 | 0.5 | (3) | (3.9) |
Excess tax benefit from stock-based compensation | 0 | 0.2 | 0 | 2.1 |
Repayments of capital lease obligations | (0.1) | (0.3) | (0.2) | (0.5) |
Net cash provided by (used in) financing activities | 34.1 | 24.8 | (16.7) | (2.6) |
Change in cash and cash equivalents | 1.9 | (3.9) | 4.3 | (12) |
Cash and cash equivalents at beginning of period | 25.5 | 25.2 | 23.1 | 33.3 |
Cash and cash equivalents at end of period | 27.4 | 21.3 | 27.4 | 21.3 |
Supplemental information: | ||||
Cash paid for interest | 2.6 | 0.9 | 5.2 | 3 |
Cash paid for taxes | $ 0.2 | $ 12.3 | $ 0.2 | $ 17 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Millions | Common Stock [Member] | Capital in Excess of Par Value [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 0.3 | $ 404.6 | $ 152.1 | $ (37.6) | $ 519.4 |
Beginning Balance (in shares) at Dec. 31, 2015 | 30,460,857 | ||||
Net income | 6.6 | 6.6 | |||
Exercise of stock options and tax components of stock-based awards, net | $ 0 | 0 | 0 | 0 | 0 |
Exercise of stock options and tax components of stock-based awards, net (in shares) | 90,467 | ||||
Vested restricted stock units | $ 0 | 0 | 0 | 0 | 0 |
Vested restricted stock units (in shares) | 169,135 | ||||
Vested performance stock units | $ 0 | 0 | 0 | 0 | 0 |
Vested performance stock units (in shares) | 163,230 | ||||
Treasury stock, for employee taxes on stock awards, value | $ 0 | 0 | 0 | (3) | (3) |
Treasury stock, for employee taxes on stock awards (in shares) | (129,459) | ||||
Stock-based compensation - non-vested restricted stock | $ 0 | 3.9 | 0 | 0 | 3.9 |
Ending Balance at Jun. 30, 2016 | $ 0.3 | $ 408.5 | $ 158.7 | $ (40.6) | $ 526.9 |
Ending Balance (in shares) at Jun. 30, 2016 | 30,754,230 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business PharMerica Corporation together with its subsidiaries, (the "Corporation"), is a pharmacy services company that services healthcare facilities, provides pharmacy management services to hospitals, provides specialty infusion services to patients outside a hospital setting, and offers the only national oncology pharmacy in the United States. The Corporation is the second largest institutional pharmacy services company in the United States based on revenues and customer licensed beds under contract, operating 92 institutional pharmacies, 17 specialty home infusion pharmacies, and 5 specialty oncology pharmacies in 45 states. The Corporation's customers are institutional healthcare providers, such as skilled nursing facilities, assisted living facilities, hospitals, individuals receiving in-home care and patients with cancer. Operating Segments The Corporation consists of three operating segments: institutional pharmacy, specialty infusion services and specialty oncology pharmacy. Management believes the nature of the products and services are similar, the payers for the products and services are common among the segments and all segments operate in the healthcare regulatory environment. In addition, the segments are economically similar. Accordingly, management has aggregated the three operating segments into one reporting segment. Principles of Consolidation All intercompany transactions have been eliminated. The Corporation has an investment in a long-term care pharmacy business that is accounted for by the equity method. This entity is not a variable interest entity and the Corporation's lack of majority voting rights precludes the Corporation from controlling this affiliate. Accordingly, the Corporation does not consolidate this affiliate, but rather applies the equity method of accounting. The Corporation's share of the net income or loss of this unconsolidated affiliate is included in operating income. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. Accordingly, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Corporation and related footnotes for the year ended December 31, 2015, included in the Corporation's Annual Report on Form 10-K. The balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. It is the opinion of management that all necessary adjustments for a fair presentation of the condensed consolidated financial statements for the interim periods have been made and are of a normal recurring nature. Use of Estimates The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates are involved in collectability of accounts receivable, revenue recognition, inventory valuation, supplier rebates and the valuation of long-lived assets and goodwill. Actual amounts may differ from these estimates. Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Corporation follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs for which there is little or no market data, which require the Corporation to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: A. Market approach: B. Cost approach: C. Income approach: The financial liabilities recorded at fair value at December 31, 2015 and June 30, 2016 are set forth in the tables below (dollars in millions): As of December 31, 2015 Liability Level 1 Level 2 Level 3 Valuation Technique Financial Liability Deferred Compensation Plan $ (8.2 ) $ - $ (8.2 ) $ - A Contingent Considerations (11.5 ) - - (11.5 ) C Mandatorily Redeemable Interest (5.8 ) - - (5.8 ) C As of June 30, 2016 Liability Level 1 Level 2 Level 3 Valuation Technique Financial Liability Deferred Compensation Plan $ (8.5 ) $ - $ (8.5 ) $ - A Contingent Considerations (7.3 ) - - (7.3 ) C Mandatorily Redeemable Interest (6.6 ) - - (6.6 ) C The deferred compensation plan liability represents an obligation associated with the deferred compensation plan offered to eligible employees and members of the Board of Directors of the Corporation. The fair value of the liability associated with the deferred compensation plan is derived using pricing and other relevant information for investments in phantom shares of certain available investment options, primarily mutual funds. This liability is classified as other long-term liabilities in the accompanying condensed consolidated balance sheets. The contingent consideration represents future earn-outs associated with the Corporation's acquisition of an infusion business and a hospital services business both purchased in 2015. The fair values of the liabilities associated with the contingent consideration were derived using the income approach with unobservable inputs, which included future gross profit forecasts and present value assumptions, and there was little or no market data. The Corporation assessed the fair values of the liabilities as of the acquisition date and will assess quarterly thereafter until settlement. These liabilities are classified as other current and long-term liabilities in the accompanying condensed consolidated balance sheets. The mandatorily redeemable interest represents a future obligation associated with the Corporation's acquisition of a specialty pharmacy business, OncoMed Specialty, LLC ("Onco"), purchased on December 6, 2013. The mandatorily redeemable interest is classified as a long-term liability and measured at fair value. The fair value was derived using the income approach with unobservable inputs, which included a future gross profit forecast and present value assumptions, and there was little or no market data. The Corporation assessed and adjusted the mandatorily redeemable interest liability to estimated value at June 30, 2016. This liability is classified as other long-term liabilities in the accompanying condensed consolidated balance sheets. For the year ended December 31, 2015 and the six months ended June 30, 2016, there were no transfers between the valuation hierarchy Levels 1, 2, and 3. The following table summarizes the change in fair value of the Corporation's contingent consideration and mandatorily redeemable interest identified as Level 3 for the year ended December 31, 2015 and the six months ended June 30, 2016 (in millions): Contingent Consideration Mandatorily Redeemable Interest Beginning balance, December 31, 2014 $ 1.1 $ 8.3 Additions from business acquisitions 11.9 - Subtractions from business acquisitions (1.1 ) - Change in fair value (0.4 ) (2.5 ) Balance, December 31, 2015 11.5 5.8 Additions from business acquisitions - - Contingent consideration payment (3.9 ) - Change in fair value (0.3 ) 0.8 Balance, June 30, 2016 $ 7.3 $ 6.6 The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, inventory and accounts payable approximate fair value because of the short-term maturity of these instruments. The Corporation's debt approximates fair value due to the terms of the interest being set at variable market interest rates (Level 2). Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily consist of amounts due from Prescription Drug Plans ("PDPs") under Medicare Part D, institutional healthcare providers, the respective state Medicaid programs, third party insurance companies, and private payers. The Corporation's ability to collect outstanding receivables is critical to its results of operations and cash flows. To provide for accounts receivable that could become uncollectible in the future, the Corporation establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to the extent it is probable that a portion or all of a particular account will not be collected. The Corporation has an established process to determine the adequacy of the allowance for doubtful accounts, which relies on analytical tools, specific identification, and benchmarks to arrive at a reasonable allowance. No single statistic or measurement determines the adequacy of the allowance for doubtful accounts. The Corporation monitors and reviews trends by payer classification along with the composition of the Corporation's accounts receivable aging. This review is focused primarily on trends in private and other payers, PDPs, dual eligible co-payments, historic payment patterns of long-term care institutions, and monitoring respective credit risks. In addition, the Corporation analyzes other factors such as revenue days in accounts receivables, denial trends by payer types, payment patterns by payer types, subsequent cash collections, and current events that may impact payment patterns of the Corporation's long-term care institution customers. Accounts receivable are written off after collection efforts have been completed in accordance with the Corporation's policies. The Corporation's accounts receivable and summarized aging categories are as follows (dollars in millions): December 31, 2015 June 30, 2016 Institutional healthcare providers $ 145.9 $ 139.7 Medicare Part D 30.2 33.6 Private payer and other 26.8 27.6 Insured 31.1 33.3 Medicaid 12.6 13.6 Medicare 3.2 3.3 Allowance for doubtful accounts (49.3 ) (43.0 ) $ 200.5 $ 208.1 0 to 60 days 62.0 % 61.9 % 61 to 120 days 15.0 % 16.3 % Over 120 days 23.0 % 21.8 % 100.0 % 100.0 % The following is a summary of activity in the Corporation's allowance for doubtful accounts (dollars in millions): Beginning Balance Charges Included in Selling, General & Administrative Expenses Write-offs Ending Balance Allowance for doubtful accounts: Year ended December 31, 2015 $ 58.1 $ 7.9 $ (16.7 ) $ 49.3 Six months ended June 30, 2016 $ 49.3 $ 3.9 $ (10.2 ) $ 43.0 In the fourth quarter of 2015, the Corporation reversed an allowance of $4.6 million related to a customer's outstanding receivable for which a settlement payment was received which significantly exceeded the existing net receivable. This reversal is reflected in the "Charges Included in Selling, General & Administrative Expenses" column above for the year ended December 31, 2015. Restructuring Charges Restructuring charges in the condensed consolidated financial statements represent amounts expensed for purposes of realigning corporate and pharmacy locations. Mandatorily Redeemable Interest The Corporation acquired 37.5% of the membership interests of Onco while also obtaining control of the business. The subsidiary is consolidated in the Corporation's condensed consolidated financial statements and the mandatorily redeemable interest is classified as debt within other long-term liabilities in the condensed consolidated balance sheets. Recently Issued Accounting Pronouncements In March of 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09) "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" intended to simplify the accounting for employee share-based payments. Under this guidance all excess tax benefits ("windfalls") and deficiencies ("shortfalls") related to employee stock compensation will be recognized within income tax expense. Under prior guidance windfalls were recognized to additional paid-in capital ("APIC") and shortfalls were only recognized to the extent they exceed the pool of windfall tax benefits. The new standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Corporation early adopted ASU 2016-09 effective January 1, 2016. As a result of the adoption a tax benefit of $0.9 million was recorded in the six months ended June 30, 2016 reflecting the excess tax benefits. The adoption was on a prospective basis and therefore had no impact on prior years. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2016 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | NOTE 2—ACQUISITIONS 2015 Acquisitions During the year ended December 31, 2015, the Corporation completed acquisitions of two long-term care businesses, two infusion businesses and one hospital services business (collectively the "2015 Acquisitions"), none of which were individually significant to the Corporation. The 2015 Acquisitions had an estimated purchase price of $83.7 million, comprised of a net cash payment of $76.3 million and an estimated fair value of contingent consideration of $7.3 million. The resulting amount of goodwill and identifiable intangibles related to these transactions in the aggregate were $48.5 million and $41.2 million, respectively. The Corporation believes the resulting amount of goodwill reflects the synergistic benefits of the acquisitions. Tax deductible goodwill associated with the acquisitions was $41.2 million as of June 30, 2016. The net assets and operating results of the 2015 Acquisitions have been included in the Corporation's condensed consolidated financial statements from the respective dates of acquisition. Pro forma financial statements are not presented on the 2015 Acquisitions as the results are not material to the Corporation's condensed consolidated financial statements. Other For the three months ended June 30, 2015 and 2016, the Corporation incurred $3.3 million and $4.4 million, respectively, and $7.0 million and $8.7 million for the six months ended June 30, 2015 and 2016, respectively, of acquisition-related costs, which have been classified as a component of merger, acquisition, integration costs and other charges. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND INTANGIBLES [Abstract] | |
GOODWILL AND INTANGIBLES | NOTE 3—GOODWILL AND INTANGIBLES As of December 31, 2015 and June 30, 2016 the carrying amount of goodwill was $371.0 million and $372.2 million, respectively. The following table presents the components of the Corporation's finite lived intangible assets (dollars in millions): Finite Lived Intangible Assets Balance at December 31, 2015 Additions Balance at June 30, 2016 Customer relationships $ 216.8 $ 0.1 $ 216.9 Trade name 63.1 - 63.1 Non-compete agreements 20.9 - 20.9 Sub Total 300.8 0.1 300.9 Accumulated amortization (110.6 ) (16.4 ) (127.0 ) Net intangible assets $ 190.2 $ (16.3 ) $ 173.9 Amortization expense relating to finite-lived intangible assets was $7.0 million and $8.2 million for the three months ended June 30, 2015 and 2016, respectively. Amortization expense relating to finite-lived intangible assets was $13.6 million and $16.4 million for the six months ended June 30, 2015 and 2016, respectively. |
CREDIT AGREEMENT
CREDIT AGREEMENT | 6 Months Ended |
Jun. 30, 2016 | |
CREDIT AGREEMENT [Abstract] | |
CREDIT AGREEMENT | NOTE 4—CREDIT AGREEMENT On September 17, 2014, the Corporation entered into a credit agreement by and among the Corporation, the lenders named therein (the "Lenders"), Bank of America, N.A., as administrative agent, JP Morgan Chase Bank N.A., as syndication agent, and U.S. Bank, National Association, Citibank, N.A., MUFG Union Bank, N.A., BBVA Compass Bank and SunTrust Bank as co-documentation agents (the "Credit Agreement"). The Credit Agreement consists of a $225.0 million term loan facility and a $310.0 million revolving credit facility. The terms and conditions of the Credit Agreement are customary to facilities of this nature. As of June 30, 2016, $213.8 million was outstanding under the term loan facility and $199.0 million was outstanding under the revolving credit facility. Indebtedness under the Credit Agreement matures on September 17, 2019, at which time the commitments of the Lenders to make revolving loans also expire. The table below summarizes the total outstanding debt of the Corporation (dollars in millions): December 31, 2015 June 30, 2016 Term Debt - payable to lenders at LIBOR plus applicable margin (2.46% as of June 30, 2016), matures September 17, 2019 $ 219.4 $ 213.8 Revolving Credit Facility payable to lenders, interest at LIBOR plus applicable margin (2.44% as of June 30, 2016), matures September 17, 2019 207.0 199.0 Deferred financing costs, net * (2.1 ) (1.8 ) Capital lease obligations 0.9 0.8 Total debt 425.2 411.8 Less: Current portion of long-term debt 11.6 11.6 Total long-term debt $ 413.6 $ 400.2 * The Corporation adopted FASB Accounting Standards Update ("ASU") 2015-03 "Simplifying the Presentation of Debt Issuance Costs". Therefore, debt issuance costs related to the Corporation's debt liability in the condensed consolidated balance sheets are presented as a direct deduction from the carrying amount of the debt obligation. The Corporation retrospectively adjusted prior period amounts, which decreased other long-term assets and decreased long-term debt by $2.1 million in the condensed consolidated balance sheet as of December 31, 2015. The Corporation's indebtedness has the following maturities as of June 30, 2016 (dollars in millions): Year Ending December 31, Term Debt Revolving Credit Facility Deferred Financing Costs Capital Lease Obligations Total Maturities 2016 $ 5.6 $ - $ (0.3 ) $ 0.1 $ 5.4 2017 11.3 - (0.6 ) 0.3 11.0 2018 11.3 - (0.5 ) 0.2 11.0 2019 185.6 199.0 (0.4 ) 0.1 384.3 2020 - - - 0.1 0.1 $ 213.8 $ 199.0 $ (1.8 ) $ 0.8 $ 411.8 The Credit Agreement provides for the issuance of letters of credit which, when issued, reduce availability under the revolving credit facility. The aggregate amount of letters of credit outstanding as of June 30, 2016 was $2.8 million. After giving effect to the letters of credit, total availability under the revolving credit facility was $108.2 million as of June 30, 2016. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5—COMMITMENTS AND CONTINGENCIES The Corporation maintains liabilities for certain of its outstanding investigations and litigation. In accordance with the provisions of U.S. GAAP for contingencies, the Corporation records a liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. To the extent that the resolution of contingencies results in actual losses that differ from the Corporation's recorded liabilities, earnings will be charged or credited accordingly. The Corporation cannot know the ultimate outcome of the pending matters described below, and there can be no assurance that the resolution of these matters will not have a material adverse impact on the Corporation's condensed consolidated results of operations, financial position or cash flows. As a part of its ongoing operations, the Corporation is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as by government/regulatory authorities responsible for enforcing the laws and regulations to which the Corporation is subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or "whistleblower," suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. The inherently unpredictable nature of legal proceedings may be impacted by various factors, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) significant facts are in dispute; (vi) a large number of parties are participating in the proceedings (including where it is uncertain how liability, if any, will be shared among defendants); or (vii) the proceedings present a wide range of potential outcomes. The Corporation is the subject of certain investigations and is a defendant in a number of cases, including those discussed below. On November 20, 2013, the complaint filed by a relator, Robert Gadbois, on behalf of the U.S. Government and various state governments, was unsealed by the United States District Court for the District of Rhode Island against the Corporation alleging that the Corporation dispensed controlled and non-controlled substances in violation of the CSA and in violation of relevant state laws, and the dispenses were not eligible for payment and that the claims the Corporation submitted to the Government were false within the meaning of the FCA. The U.S. Government and the various state governments declined to intervene in this case. On March 4, 2011, a relator, Mark Silver, on behalf of the U.S. Government and various state governments, filed a complaint in the United States District Court for the District of New Jersey against the Corporation alleging that the Corporation violated the FCA and Federal Anti-Kickback Statute through its agreements to provide prescription drugs to nursing homes under certain Medicare and Medicaid programs. On February 19, 2013, the U.S. Government declined to intervene in the case. The complaint has been amended several times, most recently on November 12, 2013, and thereafter served upon the Corporation. On December 6, 2013, the Corporation moved to dismiss the amended complaint for failure to state a claim upon which relief may be granted and on September 29, 2014, the court declined to dismiss the case, but limited the relevant time period for which claims could be brought against the Corporation. On March 4, 2016 and April 1, 2016, the Corporation filed motions to dismiss and for summary judgment, respectively, for lack of subject matter jurisdiction under the FCA prior public disclosure bar. The court has not yet ruled on the motions. On May 9, 2016, the Court granted the joint motion of Silver and the Corporation and dismissed with prejudice all successor liability claims against the Corporation for or regarding the conduct of Chem Rx Corporation. In the meantime, fact discovery continues. The Corporation intends to vigorously defend itself against the remaining allegations in the case. On September 10, 2014, the Corporation filed a Complaint in Jefferson Circuit Court in Louisville, Kentucky against AmerisourceBergen Drug Corporation ("ABDC") for failure of ABDC to comply with certain pricing and rebate provisions of the Previous Prime Vendor Agreement ("Previous PVA"). The Corporation subsequently filed a First Amended Verified Complaint on September 26, 2014 asserting additional breaches of the Previous PVA . As a result of ABDC's failure to comply with certain pricing and rebate provisions, the Corporation had recorded a receivable of $40.8 million related to these disputes at December 31, 2014. Separately, as of December 31, 2014, the Corporation had recorded $12.2 million for additional rebates owing from ABDC which at that time the Corporation believed were not in dispute and had previously been paid by ABDC in all the prior quarters. These receivables totaled $53.0 million and were included in prepaids and other assets in the accompanying consolidated balance sheet as of December 31, 2014. During the period of January 1, 2015 through March 31, 2015, an additional $19.3 million, net of payments received, of certain rebates and guarantees owed by ABDC under the Previous PVA were recognized, which brought the total gross receivable to $72.3 million at December 31, 2015. On March, 2, 2015, the Corporation notified ABDC of its intent to terminate the Previous PVA effective April 1, 2015. The Corporation also announced that it had entered into the Cardinal Health Prime Vendor Agreement ("Cardinal Health PVA") effective April 1, 2015. On March 3, 2015, the Corporation received a letter from ABDC terminating the Previous PVA effective immediately based upon the Corporation's alleged failure to pay certain disputed miscellaneous charges and the Corporation's signing of the Cardinal Health PVA. The Corporation believes ABDC did not have the right to immediately terminate the contract pursuant to the terms of the Previous PVA. On March 6 and March 13, 2015, the Corporation withheld from ABDC normal recurring payments for drug purchases of approximately $50.4 million. On May 18, 2015, ABDC filed an Amended Counterclaim seeking additional financial damages against the Corporation and asserted claims against two counter-defendants. On November 23, 2015, the Corporation filed its Third Amended Complaint against ABDC for additional financial damages, amounts overcharged by ABDC, and for certain rebates not paid by ABDC under the Previous PVA. On April 1, 2016, the Jefferson Circuit Court ruled that the Corporation could not set-off payment the amounts that ABDC owed the Corporation against amounts that ABDC had invoiced the Corporation. Instead the Corporation must first pay ABDC and continue the litigation against ABDC to collect any amounts owed to the Corporation by ABDC upon the conclusion of the entire lawsuit. As a result, the Corporation owes approximately $50.4 million of payments for drug purchases in the first quarter of 2015, including post-judgment interest. The Corporation has continued the litigation in the Jefferson Circuit Court against ABDC. On April 11, 2016, the Corporation filed a Motion to Alter and Amend the April 1, 2016 order of the Jefferson Circuit Court asking the judge to reconsider the final and appealable aspect of the order. On August 8, 2016, the Jefferson County Circuit Court issued an order that granted the Corporation's April 11, 2016 Motion to Alter and Amend the Judgment entered on April 1, 2016. The Court granted the Corporation's motion to remove the final and appealable designation from the April 1, 2016 order; therefore, the Corporation does not have to post a bond, pay ABDC post-judgment interest, or appeal to the Kentucky Court of Appeals for further relief. The Jefferson Circuit Court's ruling on the right to set-off does not in any way adversely affect the Corporation's claims against ABDC and the Corporation's ability to pursue all of its claims against ABDC in the Jefferson Circuit Court. Amounts owed to and from ABDC were previously offset resulting in a net receivable of $21.9 million from ABDC in the accompanying condensed consolidated balance sheet at June 30, 2016 classified as an other long-term asset. As a result of the ruling on the right to set-off during the first quarter of 2016, the Corporation has grossed up the receivable from ABDC to $72.3 million and the payable to $50.4 million. Accordingly, the $72.3 million receivable from ABDC is reflected in other long-term assets and the $50.4 million payable is reflected in other long-term liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2016. The Corporation has claims for additional damages resulting from ABDC's breaches of the Previous PVA. The Corporation intends to vigorously pursue its claims. At this time, the Corporation is unable to determine the ultimate impact of these litigation proceedings on its condensed consolidated financial condition, results of operations, or liquidity. The litigation with ABDC could continue for an extended period of time, likely longer than 12 months. The Corporation cannot provide any assurances about the outcome of the litigation. In addition, the Corporation is involved in certain legal actions and regulatory investigations arising in the ordinary course of business. At June 30, 2016, the Corporation had accrued approximately $17.6 million related to the pending or settled legal actions and investigations. |
MERGER, ACQUISITION, INTEGRATIO
MERGER, ACQUISITION, INTEGRATION COSTS AND OTHER CHARGES | 6 Months Ended |
Jun. 30, 2016 | |
MERGER, ACQUISITION, INTEGRATION COSTS AND OTHER CHARGES [Abstract] | |
MERGER, ACQUISITION, INTEGRATION COST AND OTHER CHARGES | NOTE 6—MERGER, ACQUISITION, INTEGRATION COSTS AND OTHER CHARGES Merger, acquisition, integration costs and other charges combined were $3.4 million and $4.4 million for the three months ended June 30, 2015 and 2016, respectively, and $7.2 million and $8.8 million for the six months ended June 30, 2015 and 2016. These costs primarily relate to costs incurred prior to an acquisition such as professional advisory fees and the costs associated with integrating completed acquisitions into our business, such as IT transition and facility related costs. |
RESTRUCTURING COSTS AND OTHER C
RESTRUCTURING COSTS AND OTHER CHARGES | 6 Months Ended |
Jun. 30, 2016 | |
RESTRUCTURING COSTS AND OTHER CHARGES [Abstract] | |
RESTRUCTURING COSTS AND OTHER CHARGES | NOTE 7—RESTRUCTURING COSTS AND OTHER CHARGES In July 2013, the Corporation commenced the implementation of its restructuring plan as a result of the loss of two of the Corporation's significant customers, Kindred Healthcare Inc. and Golden Living. The plan was a major initiative primarily designed to optimize operational efficiency while ensuring that the Corporation remains well-positioned to serve its clients and achieve sustainable, long-term growth. The Corporation's restructuring plan included steps to right size its cost structure by adjusting its workforce and facility plans to reflect anticipated business needs. In addition, in the year ended December 31, 2015, the Corporation began a restructuring and centralization initiative related to its specialty pharmacy business. The initiative is not expected to be material to the financial statements. The Corporation recorded restructuring costs and other related charges of less than $0.1 million and $1.1 million during the three months ended June 30, 2015 and 2016, respectively, and $0.1 million and $2.5 million for the six months ended June 30, 2015 and 2016, respectively. The restructuring charges primarily included severance pay, the buy-out of employment agreements, lease terminations, and other exit-related asset disposals, professional fees and facility exit costs. The following table presents the components of the Corporation's restructuring liability (dollars in millions): Balance at December 31, 2015 Accrual Utilized Amounts Balance at June 30, 2016 Employee Severance and related costs $ 0.3 $ 1.9 $ (1.5 ) $ 0.7 Facility costs 0.7 0.6 (0.7 ) 0.6 $ 1.0 $ 2.5 $ (2.2 ) $ 1.3 The liability at June 30, 2016 represents amounts not yet paid relating to actions taken in connection with the restructuring plan (primarily lease payments and severance costs). |
COMMON STOCK, PREFERRED STOCK,
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS | 6 Months Ended |
Jun. 30, 2016 | |
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS [Abstract] | |
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS | NOTE 8—COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS Treasury Stock Purchases In August 2010, the Board of Directors authorized a share repurchase of up to $25.0 million of the Corporation's common stock, of which $10.5 million has been used. On July 2, 2012, the Board of Directors authorized an increase to the remaining portion of the existing share repurchase program that allows the Corporation to again repurchase up to a maximum of $25.0 million of the Corporation's common stock. Approximately $19.7 million remained available under the program as of June 30, 2016. Share repurchases under this authorization may be made in the open market through unsolicited or solicited privately negotiated transactions, or in such other appropriate manner, and may be funded from available cash or the revolving credit facility. The amount and timing of the repurchases, if any, would be determined by the Corporation's management and would depend on a variety of factors including price, corporate and regulatory requirements, capital availability and other market conditions. Common stock acquired through the share repurchase program would be held as treasury shares and may be used for general corporate purposes, including reissuance in connection with acquisitions, employee stock option exercises or other employee stock plans. The share repurchase program does not have an expiration date and may be limited, terminated or extended at any time without prior notice. During the six months ended June 30, 2016, the Corporation repurchased no shares of common stock. The Corporation may redeem shares from employees upon the vesting of the Corporation's stock awards for tax withholding purposes and to cover option exercise costs. The Corporation redeemed 129,459 shares from the vesting of certain awards and exercise of certain stock options, for an aggregate price of approximately $3.0 million during the six months ended June 30, 2016. These shares have also been designated by the Corporation as treasury stock. Stock Option Activity Stock options were not granted to officers and employees during the six months ended June 30, 2016. The following table summarizes option activity for the periods presented: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Term Aggregate Intrinsic Value (in millions) Outstanding shares at December 31, 2015 638,741 $ 14.34 1.3 years $ 13.2 Exercised (90,467 ) 14.96 Canceled (97,688 ) 15.22 Expired (954 ) 14.52 Outstanding shares at June 30, 2016 449,632 $ 14.09 1.2 years $ 4.8 Exercisable shares at June 30, 2016 449,632 $ 14.09 1.2 years $ 4.8 Nonvested Shares The following table summarizes nonvested share activity for the periods presented: Number of Shares Weighted- Average Grant Date Fair Value Outstanding shares at December 31, 2015 900,866 $ 22.26 Granted - Restricted Stock Units 252,859 20.37 Granted - Performance Share Units 211,523 20.37 Forfeited (24,203 ) 22.59 Vested (332,365 ) 18.96 Outstanding shares at June 30, 2016 1,008,680 $ 22.46 The weighted average remaining term and intrinsic value of non-vested shares as of June 30, 2016 was 1.6 years and $24.9 million, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 9—INCOME TAXES The provision for income taxes is based upon the Corporation's estimate of annual taxable income or loss for each respective accounting period. The following table summarizes our provision for income taxes for the periods presented (dollars in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Provision for income taxes $ 4.3 $ 1.7 $ 10.1 $ 2.5 Total provision as a percentage of pre-tax income 65.7 % 40.1 % 46.2 % 27.2 % The decrease in our provision for income taxes as a percentage of pre-tax income for the six months ended June 30, 2016 compared to the comparable 2015 period was due to decreases in pre-tax income as well as certain non-deductible employee compensation costs and discrete events including the Corporation's early adoption of ASU 2016-09 for 2016 which resulted in a significant decrease to the tax provision for excess tax benefits of $0.9 million. The effective tax rate for the three months ended June 30, 2016 is higher than the federal statutory rate largely as a result of the combined impact of state and local taxes and tax deficiencies of employee share-based compensation. The effective tax rate for the six months ended June 30, 2016 is lower than the federal statutory rate largely as a result of excess tax benefits of employee share-based compensation recognized for this period. The Corporation derives a current federal and state income tax benefit from the impact of deductions associated with the amortization of tax deductible goodwill acquired through business combinations. The tax basis of the Corporation's tax deductible goodwill was approximately $171.1 million and $162.3 million at December 31, 2015 and June 30, 2016, respectively. The future tax benefits of the tax-deductible goodwill are included in the Corporation's deferred tax assets. The Corporation recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets are recovered or liabilities are settled. The Corporation also recognizes as deferred tax assets the future tax benefits from net operating loss carryforwards. As of June 30, 2016, the Corporation had $18.0 million ($6.3 million tax benefit) of federal net operating loss carryforwards available. These net operating loss carryforwards resulted from the stock acquisitions the Corporation completed in 2013 and 2014. These net operating loss carryforwards are subject to limitations under IRC Section 382; however, the Corporation expects that it will be able to use the recorded amount which takes into account the limitations of the carryforwards. The Corporation has state net operating loss carryforwards representing a tax benefit of $4.2 million, net of valuation allowances. The net operating losses have carryforward periods ranging from 1 to 20 years depending on the taxing jurisdiction. A valuation allowance is provided for the Corporation's deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The Corporation recognized net deferred tax assets totaling $21.1 million and $13.3 million at December 31, 2015 and June 30, 2016, respectively, net of state valuation allowances of $3.8 million. The federal statute of limitations remains open for tax years 2012 through 2014. State tax jurisdictions generally have statutes of limitation ranging from three to five years. The Corporation is generally no longer subject to state and local income tax examinations by tax authorities for years before 2010. The state income tax impact of federal income tax changes remains subject to examination by various states for a period of up to one year after formal notification of IRS settlement to the states. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2016 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | NOTE 10—EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (dollars in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Numerator: Numerator for basic and diluted earnings per share - net income $ 2.3 $ 2.5 $ 11.9 $ 6.6 Denominator: Denominator for basic earnings per share - weighted average shares 30,388,902 30,728,592 30,287,638 30,628,145 Effect of dilutive securities (stock options, restricted stock units and performance share units) 440,822 299,582 460,434 375,000 Denominator for earnings per diluted share - adjusted weighted average shares 30,829,724 31,028,174 30,748,072 31,003,145 Basic earnings per share $ 0.08 $ 0.08 $ 0.39 $ 0.22 Earnings per diluted share $ 0.07 $ 0.08 $ 0.38 $ 0.21 Unexercised employee stock options and unvested restricted shares excluded from the effect of dilutive securities above (a) 4,028 892 2,526 - (a) These unexercised employee stock options, unvested restricted shares and performance shares that have not yet met performance conditions are not included in the computation of diluted earnings per share because to do so would be anti-dilutive for the periods presented. Stock options and restricted shares and units granted by the Corporation are treated as potential common shares outstanding in computing earnings per diluted share. Performance share units are treated as potential common shares outstanding in computing earnings per diluted share only when the performance conditions are met. Common shares repurchased by the Corporation reduce the number of basic shares used in the denominator for basic and diluted earnings per share. |
ORGANIZATION AND SUMMARY OF S17
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Nature of Business | Nature of Business PharMerica Corporation together with its subsidiaries, (the "Corporation"), is a pharmacy services company that services healthcare facilities, provides pharmacy management services to hospitals, provides specialty infusion services to patients outside a hospital setting, and offers the only national oncology pharmacy in the United States. The Corporation is the second largest institutional pharmacy services company in the United States based on revenues and customer licensed beds under contract, operating 92 institutional pharmacies, 17 specialty home infusion pharmacies, and 5 specialty oncology pharmacies in 45 states. The Corporation's customers are institutional healthcare providers, such as skilled nursing facilities, assisted living facilities, hospitals, individuals receiving in-home care and patients with cancer. |
Operating Segments | Operating Segments The Corporation consists of three operating segments: institutional pharmacy, specialty infusion services and specialty oncology pharmacy. Management believes the nature of the products and services are similar, the payers for the products and services are common among the segments and all segments operate in the healthcare regulatory environment. In addition, the segments are economically similar. Accordingly, management has aggregated the three operating segments into one reporting segment. |
Principles of Consolidation | Principles of Consolidation All intercompany transactions have been eliminated. The Corporation has an investment in a long-term care pharmacy business that is accounted for by the equity method. This entity is not a variable interest entity and the Corporation's lack of majority voting rights precludes the Corporation from controlling this affiliate. Accordingly, the Corporation does not consolidate this affiliate, but rather applies the equity method of accounting. The Corporation's share of the net income or loss of this unconsolidated affiliate is included in operating income. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. Accordingly, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Corporation and related footnotes for the year ended December 31, 2015, included in the Corporation's Annual Report on Form 10-K. The balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. It is the opinion of management that all necessary adjustments for a fair presentation of the condensed consolidated financial statements for the interim periods have been made and are of a normal recurring nature. |
Use of Estimates | Use of Estimates The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates are involved in collectability of accounts receivable, revenue recognition, inventory valuation, supplier rebates and the valuation of long-lived assets and goodwill. Actual amounts may differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Corporation follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs for which there is little or no market data, which require the Corporation to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: A. Market approach: B. Cost approach: C. Income approach: The financial liabilities recorded at fair value at December 31, 2015 and June 30, 2016 are set forth in the tables below (dollars in millions): As of December 31, 2015 Liability Level 1 Level 2 Level 3 Valuation Technique Financial Liability Deferred Compensation Plan $ (8.2 ) $ - $ (8.2 ) $ - A Contingent Considerations (11.5 ) - - (11.5 ) C Mandatorily Redeemable Interest (5.8 ) - - (5.8 ) C As of June 30, 2016 Liability Level 1 Level 2 Level 3 Valuation Technique Financial Liability Deferred Compensation Plan $ (8.5 ) $ - $ (8.5 ) $ - A Contingent Considerations (7.3 ) - - (7.3 ) C Mandatorily Redeemable Interest (6.6 ) - - (6.6 ) C The deferred compensation plan liability represents an obligation associated with the deferred compensation plan offered to eligible employees and members of the Board of Directors of the Corporation. The fair value of the liability associated with the deferred compensation plan is derived using pricing and other relevant information for investments in phantom shares of certain available investment options, primarily mutual funds. This liability is classified as other long-term liabilities in the accompanying condensed consolidated balance sheets. The contingent consideration represents future earn-outs associated with the Corporation's acquisition of an infusion business and a hospital services business both purchased in 2015. The fair values of the liabilities associated with the contingent consideration were derived using the income approach with unobservable inputs, which included future gross profit forecasts and present value assumptions, and there was little or no market data. The Corporation assessed the fair values of the liabilities as of the acquisition date and will assess quarterly thereafter until settlement. These liabilities are classified as other current and long-term liabilities in the accompanying condensed consolidated balance sheets. The mandatorily redeemable interest represents a future obligation associated with the Corporation's acquisition of a specialty pharmacy business, OncoMed Specialty, LLC ("Onco"), purchased on December 6, 2013. The mandatorily redeemable interest is classified as a long-term liability and measured at fair value. The fair value was derived using the income approach with unobservable inputs, which included a future gross profit forecast and present value assumptions, and there was little or no market data. The Corporation assessed and adjusted the mandatorily redeemable interest liability to estimated value at June 30, 2016. This liability is classified as other long-term liabilities in the accompanying condensed consolidated balance sheets. For the year ended December 31, 2015 and the six months ended June 30, 2016, there were no transfers between the valuation hierarchy Levels 1, 2, and 3. The following table summarizes the change in fair value of the Corporation's contingent consideration and mandatorily redeemable interest identified as Level 3 for the year ended December 31, 2015 and the six months ended June 30, 2016 (in millions): Contingent Consideration Mandatorily Redeemable Interest Beginning balance, December 31, 2014 $ 1.1 $ 8.3 Additions from business acquisitions 11.9 - Subtractions from business acquisitions (1.1 ) - Change in fair value (0.4 ) (2.5 ) Balance, December 31, 2015 11.5 5.8 Additions from business acquisitions - - Contingent consideration payment (3.9 ) - Change in fair value (0.3 ) 0.8 Balance, June 30, 2016 $ 7.3 $ 6.6 The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, inventory and accounts payable approximate fair value because of the short-term maturity of these instruments. The Corporation's debt approximates fair value due to the terms of the interest being set at variable market interest rates (Level 2). |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily consist of amounts due from Prescription Drug Plans ("PDPs") under Medicare Part D, institutional healthcare providers, the respective state Medicaid programs, third party insurance companies, and private payers. The Corporation's ability to collect outstanding receivables is critical to its results of operations and cash flows. To provide for accounts receivable that could become uncollectible in the future, the Corporation establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to the extent it is probable that a portion or all of a particular account will not be collected. The Corporation has an established process to determine the adequacy of the allowance for doubtful accounts, which relies on analytical tools, specific identification, and benchmarks to arrive at a reasonable allowance. No single statistic or measurement determines the adequacy of the allowance for doubtful accounts. The Corporation monitors and reviews trends by payer classification along with the composition of the Corporation's accounts receivable aging. This review is focused primarily on trends in private and other payers, PDPs, dual eligible co-payments, historic payment patterns of long-term care institutions, and monitoring respective credit risks. In addition, the Corporation analyzes other factors such as revenue days in accounts receivables, denial trends by payer types, payment patterns by payer types, subsequent cash collections, and current events that may impact payment patterns of the Corporation's long-term care institution customers. Accounts receivable are written off after collection efforts have been completed in accordance with the Corporation's policies. The Corporation's accounts receivable and summarized aging categories are as follows (dollars in millions): December 31, 2015 June 30, 2016 Institutional healthcare providers $ 145.9 $ 139.7 Medicare Part D 30.2 33.6 Private payer and other 26.8 27.6 Insured 31.1 33.3 Medicaid 12.6 13.6 Medicare 3.2 3.3 Allowance for doubtful accounts (49.3 ) (43.0 ) $ 200.5 $ 208.1 0 to 60 days 62.0 % 61.9 % 61 to 120 days 15.0 % 16.3 % Over 120 days 23.0 % 21.8 % 100.0 % 100.0 % The following is a summary of activity in the Corporation's allowance for doubtful accounts (dollars in millions): Beginning Balance Charges Included in Selling, General & Administrative Expenses Write-offs Ending Balance Allowance for doubtful accounts: Year ended December 31, 2015 $ 58.1 $ 7.9 $ (16.7 ) $ 49.3 Six months ended June 30, 2016 $ 49.3 $ 3.9 $ (10.2 ) $ 43.0 In the fourth quarter of 2015, the Corporation reversed an allowance of $4.6 million related to a customer's outstanding receivable for which a settlement payment was received which significantly exceeded the existing net receivable. This reversal is reflected in the "Charges Included in Selling, General & Administrative Expenses" column above for the year ended December 31, 2015. |
Restructuring and Impairment Charges | Restructuring Charges Restructuring charges in the condensed consolidated financial statements represent amounts expensed for purposes of realigning corporate and pharmacy locations. |
Mandatorily Redeemable Interest | Mandatorily Redeemable Interest The Corporation acquired 37.5% of the membership interests of Onco while also obtaining control of the business. The subsidiary is consolidated in the Corporation's condensed consolidated financial statements and the mandatorily redeemable interest is classified as debt within other long-term liabilities in the condensed consolidated balance sheets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March of 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09) "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" intended to simplify the accounting for employee share-based payments. Under this guidance all excess tax benefits ("windfalls") and deficiencies ("shortfalls") related to employee stock compensation will be recognized within income tax expense. Under prior guidance windfalls were recognized to additional paid-in capital ("APIC") and shortfalls were only recognized to the extent they exceed the pool of windfall tax benefits. The new standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Corporation early adopted ASU 2016-09 effective January 1, 2016. As a result of the adoption a tax benefit of $0.9 million was recorded in the six months ended June 30, 2016 reflecting the excess tax benefits. The adoption was on a prospective basis and therefore had no impact on prior years. |
ORGANIZATION AND SUMMARY OF S18
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of Financial Liabilities and Non-Financial Assets Recorded at Fair Value | The financial liabilities recorded at fair value at December 31, 2015 and June 30, 2016 are set forth in the tables below (dollars in millions): As of December 31, 2015 Liability Level 1 Level 2 Level 3 Valuation Technique Financial Liability Deferred Compensation Plan $ (8.2 ) $ - $ (8.2 ) $ - A Contingent Considerations (11.5 ) - - (11.5 ) C Mandatorily Redeemable Interest (5.8 ) - - (5.8 ) C As of June 30, 2016 Liability Level 1 Level 2 Level 3 Valuation Technique Financial Liability Deferred Compensation Plan $ (8.5 ) $ - $ (8.5 ) $ - A Contingent Considerations (7.3 ) - - (7.3 ) C Mandatorily Redeemable Interest (6.6 ) - - (6.6 ) C |
Schedule of Contingent Consideration and Mandatorily Redeemable Interest Identified as Level 3 | For the year ended December 31, 2015 and the six months ended June 30, 2016, there were no transfers between the valuation hierarchy Levels 1, 2, and 3. The following table summarizes the change in fair value of the Corporation's contingent consideration and mandatorily redeemable interest identified as Level 3 for the year ended December 31, 2015 and the six months ended June 30, 2016 (in millions): Contingent Consideration Mandatorily Redeemable Interest Beginning balance, December 31, 2014 $ 1.1 $ 8.3 Additions from business acquisitions 11.9 - Subtractions from business acquisitions (1.1 ) - Change in fair value (0.4 ) (2.5 ) Balance, December 31, 2015 11.5 5.8 Additions from business acquisitions - - Contingent consideration payment (3.9 ) - Change in fair value (0.3 ) 0.8 Balance, June 30, 2016 $ 7.3 $ 6.6 |
Schedule of Accounts Receivable and Summarized Aging Categories | The Corporation's accounts receivable and summarized aging categories are as follows (dollars in millions): December 31, 2015 June 30, 2016 Institutional healthcare providers $ 145.9 $ 139.7 Medicare Part D 30.2 33.6 Private payer and other 26.8 27.6 Insured 31.1 33.3 Medicaid 12.6 13.6 Medicare 3.2 3.3 Allowance for doubtful accounts (49.3 ) (43.0 ) $ 200.5 $ 208.1 0 to 60 days 62.0 % 61.9 % 61 to 120 days 15.0 % 16.3 % Over 120 days 23.0 % 21.8 % 100.0 % 100.0 % |
Schedule of Allowance for Doubtful Accounts | The following is a summary of activity in the Corporation's allowance for doubtful accounts (dollars in millions): Beginning Balance Charges Included in Selling, General & Administrative Expenses Write-offs Ending Balance Allowance for doubtful accounts: Year ended December 31, 2015 $ 58.1 $ 7.9 $ (16.7 ) $ 49.3 Six months ended June 30, 2016 $ 49.3 $ 3.9 $ (10.2 ) $ 43.0 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND INTANGIBLES [Abstract] | |
Schedule of Finite Lived Intangible Assets | The following table presents the components of the Corporation's finite lived intangible assets (dollars in millions): Finite Lived Intangible Assets Balance at December 31, 2015 Additions Balance at June 30, 2016 Customer relationships $ 216.8 $ 0.1 $ 216.9 Trade name 63.1 - 63.1 Non-compete agreements 20.9 - 20.9 Sub Total 300.8 0.1 300.9 Accumulated amortization (110.6 ) (16.4 ) (127.0 ) Net intangible assets $ 190.2 $ (16.3 ) $ 173.9 |
CREDIT AGREEMENT (Tables)
CREDIT AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
CREDIT AGREEMENT [Abstract] | |
Schedule of Term Debt and Revolving Credit Facility | The table below summarizes the total outstanding debt of the Corporation (dollars in millions): December 31, 2015 June 30, 2016 Term Debt - payable to lenders at LIBOR plus applicable margin (2.46% as of June 30, 2016), matures September 17, 2019 $ 219.4 $ 213.8 Revolving Credit Facility payable to lenders, interest at LIBOR plus applicable margin (2.44% as of June 30, 2016), matures September 17, 2019 207.0 199.0 Deferred financing costs, net * (2.1 ) (1.8 ) Capital lease obligations 0.9 0.8 Total debt 425.2 411.8 Less: Current portion of long-term debt 11.6 11.6 Total long-term debt $ 413.6 $ 400.2 * The Corporation adopted FASB Accounting Standards Update ("ASU") 2015-03 "Simplifying the Presentation of Debt Issuance Costs". Therefore, debt issuance costs related to the Corporation's debt liability in the condensed consolidated balance sheets are presented as a direct deduction from the carrying amount of the debt obligation. The Corporation retrospectively adjusted prior period amounts, which decreased other long-term assets and decreased long-term debt by $2.1 million in the condensed consolidated balance sheet as of December 31, 2015. |
Schedule of Indebtedness Maturities | The Corporation's indebtedness has the following maturities as of June 30, 2016 (dollars in millions): Year Ending December 31, Term Debt Revolving Credit Facility Deferred Financing Costs Capital Lease Obligations Total Maturities 2016 $ 5.6 $ - $ (0.3 ) $ 0.1 $ 5.4 2017 11.3 - (0.6 ) 0.3 11.0 2018 11.3 - (0.5 ) 0.2 11.0 2019 185.6 199.0 (0.4 ) 0.1 384.3 2020 - - - 0.1 0.1 $ 213.8 $ 199.0 $ (1.8 ) $ 0.8 $ 411.8 |
RESTRUCTURING COSTS AND OTHER21
RESTRUCTURING COSTS AND OTHER CHARGES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
RESTRUCTURING COSTS AND OTHER CHARGES [Abstract] | |
Components of Restructuring Liability | The following table presents the components of the Corporation's restructuring liability (dollars in millions): Balance at December 31, 2015 Accrual Utilized Amounts Balance at June 30, 2016 Employee Severance and related costs $ 0.3 $ 1.9 $ (1.5 ) $ 0.7 Facility costs 0.7 0.6 (0.7 ) 0.6 $ 1.0 $ 2.5 $ (2.2 ) $ 1.3 |
COMMON STOCK, PREFERRED STOCK22
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS [Abstract] | |
Schedule of Stock Option Activity | Stock options were not granted to officers and employees during the six months ended June 30, 2016. The following table summarizes option activity for the periods presented: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Term Aggregate Intrinsic Value (in millions) Outstanding shares at December 31, 2015 638,741 $ 14.34 1.3 years $ 13.2 Exercised (90,467 ) 14.96 Canceled (97,688 ) 15.22 Expired (954 ) 14.52 Outstanding shares at June 30, 2016 449,632 $ 14.09 1.2 years $ 4.8 Exercisable shares at June 30, 2016 449,632 $ 14.09 1.2 years $ 4.8 |
Schedule of Nonvested Share Activity | The following table summarizes nonvested share activity for the periods presented: Number of Shares Weighted- Average Grant Date Fair Value Outstanding shares at December 31, 2015 900,866 $ 22.26 Granted - Restricted Stock Units 252,859 20.37 Granted - Performance Share Units 211,523 20.37 Forfeited (24,203 ) 22.59 Vested (332,365 ) 18.96 Outstanding shares at June 30, 2016 1,008,680 $ 22.46 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes is based upon the Corporation's estimate of annual taxable income or loss for each respective accounting period. The following table summarizes our provision for income taxes for the periods presented (dollars in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Provision for income taxes $ 4.3 $ 1.7 $ 10.1 $ 2.5 Total provision as a percentage of pre-tax income 65.7 % 40.1 % 46.2 % 27.2 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
EARNINGS PER SHARE [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (dollars in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Numerator: Numerator for basic and diluted earnings per share - net income $ 2.3 $ 2.5 $ 11.9 $ 6.6 Denominator: Denominator for basic earnings per share - weighted average shares 30,388,902 30,728,592 30,287,638 30,628,145 Effect of dilutive securities (stock options, restricted stock units and performance share units) 440,822 299,582 460,434 375,000 Denominator for earnings per diluted share - adjusted weighted average shares 30,829,724 31,028,174 30,748,072 31,003,145 Basic earnings per share $ 0.08 $ 0.08 $ 0.39 $ 0.22 Earnings per diluted share $ 0.07 $ 0.08 $ 0.38 $ 0.21 Unexercised employee stock options and unvested restricted shares excluded from the effect of dilutive securities above (a) 4,028 892 2,526 - (a) These unexercised employee stock options, unvested restricted shares and performance shares that have not yet met performance conditions are not included in the computation of diluted earnings per share because to do so would be anti-dilutive for the periods presented. |
ORGANIZATION AND SUMMARY OF S25
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended | |
Jun. 30, 2016PharmacyStateSegment | Dec. 31, 2015 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Number of operating institutional pharmacies | 92 | |
Number of specialty infusion pharmacies | 17 | |
Number of specialty oncology pharmacies | 5 | |
Number of states in which there are institutional pharmacies | State | 45 | |
Number of operating segments | Segment | 3 | |
OncoMed Specialty, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of ownership acquired | 37.50% |
ORGANIZATION AND SUMMARY OF S26
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Fair Value of Financial Instruments (Details) - Recurring [Member] - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Market Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | $ (8.5) | $ (8.2) |
Income Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (7.3) | (11.5) |
Mandatorily Redeemable Interest | (6.6) | (5.8) |
Level 1 [Member] | Market Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 0 | 0 |
Level 1 [Member] | Income Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Mandatorily Redeemable Interest | 0 | 0 |
Level 2 [Member] | Market Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | (8.5) | (8.2) |
Level 2 [Member] | Income Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Mandatorily Redeemable Interest | 0 | 0 |
Level 3 [Member] | Market Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 0 | 0 |
Level 3 [Member] | Income Approach [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (7.3) | (11.5) |
Mandatorily Redeemable Interest | $ (6.6) | $ (5.8) |
ORGANIZATION AND SUMMARY OF S27
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Summary of contingent consideration (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Contingent Consideration [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Beginning balance | $ 11.5 | $ 1.1 |
Additions from business acquisitions | 0 | 11.9 |
Subtractions from business acquisitions/Contingent consideration payment | (3.9) | (1.1) |
Change in fair value | (0.3) | (0.4) |
Ending balance | 7.3 | 11.5 |
Mandatorily Redeemable Interest [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Beginning balance | 5.8 | 8.3 |
Additions from business acquisitions | 0 | 0 |
Subtractions from business acquisitions/Contingent consideration payment | 0 | 0 |
Change in fair value | 0.8 | (2.5) |
Ending balance | $ 6.6 | $ 5.8 |
ORGANIZATION AND SUMMARY OF S28
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Accounts Receivable and Summarized Aging Categories (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | $ (43) | $ (49.3) | $ (58.1) |
Accounts receivable, net | $ 208.1 | $ 200.5 | |
0 to 60 days | 61.90% | 62.00% | |
61 to 120 days | 16.30% | 15.00% | |
Over 120 days | 21.80% | 23.00% | |
Total accounts receivable recorded percentage due | 100.00% | 100.00% | |
Institutional Health Care Providers [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | $ 139.7 | $ 145.9 | |
Medicare Part D [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 33.6 | 30.2 | |
Private Payer and Other [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 27.6 | 26.8 | |
Insured [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 33.3 | 31.1 | |
Medicaid [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | 13.6 | 12.6 | |
Medicare [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | $ 3.3 | $ 3.2 |
ORGANIZATION AND SUMMARY OF S29
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Allowance for doubtful accounts, beginning balance | $ 49.3 | $ 58.1 |
Allowance for doubtful accounts, charges included in selling, general & administrative expenses | 3.9 | 7.9 |
Allowance for doubtful accounts, write-offs | (10.2) | (16.7) |
Allowance for doubtful accounts, ending balance | $ 43 | 49.3 |
Outstanding receivable payment | $ 4.6 |
ORGANIZATION AND SUMMARY OF S30
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Recently Issued Accounting Pronouncements [Abstract] | ||||
Income tax benefit | $ 1.7 | $ 4.3 | $ 2.5 | $ 10.1 |
ASU 2016-09 [Member] | ||||
Recently Issued Accounting Pronouncements [Abstract] | ||||
Income tax benefit | $ (0.9) |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)AcquisitionHospital | |
Business Acquisition [Line Items] | |||||
Cash payments for acquisitions | $ 0.2 | $ 0.1 | $ 6.9 | $ 20.6 | |
Tax deductible goodwill | 162.3 | 162.3 | $ 171.1 | ||
Acquisition costs | $ 4.4 | $ 3.3 | $ 8.7 | $ 7 | |
2015 Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of acquisitions of long-term care businesses completed | Acquisition | 2 | ||||
Number of Acquisitions of Infusion Business Completed | Acquisition | 2 | ||||
Number of hospital acquisitions | Hospital | 1 | ||||
Estimated purchase price | $ 83.7 | ||||
Cash payments for acquisitions | 76.3 | ||||
Contingent payable originating from earnout provisions of acquisition | 7.3 | ||||
Recorded goodwill in transaction | 48.5 | ||||
Identifiable intangibles acquired | 41.2 | ||||
Tax deductible goodwill | $ 41.2 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
GOODWILL AND INTANGIBLES [Abstract] | |||||
Carrying amount of goodwill | $ 372.2 | $ 372.2 | $ 371 | ||
Amortization expense | $ 8.2 | $ 7 | $ 16.4 | $ 13.6 |
GOODWILL AND INTANGIBLES, Sched
GOODWILL AND INTANGIBLES, Schedule of Finite Lived Intangible Assets (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets gross, beginning balance | $ 300.8 |
Finite lived intangible assets gross, additions | 0.1 |
Finite lived intangible assets gross, ending balance | 300.9 |
Accumulated amortization, beginning balance | (110.6) |
Accumulated amortization, additions | (16.4) |
Accumulated amortization, ending balance | (127) |
Net intangible assets, beginning balance | 190.2 |
Net intangible assets, Additions | (16.3) |
Net intangible assets, ending balance | 173.9 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets gross, beginning balance | 216.8 |
Finite lived intangible assets gross, additions | 0.1 |
Finite lived intangible assets gross, ending balance | 216.9 |
Trade Name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets gross, beginning balance | 63.1 |
Finite lived intangible assets gross, additions | 0 |
Finite lived intangible assets gross, ending balance | 63.1 |
Non-Compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets gross, beginning balance | 20.9 |
Finite lived intangible assets gross, additions | 0 |
Finite lived intangible assets gross, ending balance | $ 20.9 |
CREDIT AGREEMENT (Details)
CREDIT AGREEMENT (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Sep. 17, 2014 | |
Line of Credit Facility [Line Items] | ||
Letters of Credit outstanding | $ 2.8 | |
Term Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit agreement maximum borrowing capacity | $ 225 | |
Credit agreement outstanding | $ 213.8 | |
Debt instrument maturity date | Sep. 17, 2019 | |
Debt instrument interest rate | 2.46% | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit agreement maximum borrowing capacity | $ 310 | |
Credit agreement outstanding | $ 199 | |
Debt instrument maturity date | Sep. 17, 2019 | |
Total availability under the revolving credit facility | $ 108.2 | |
Debt instrument interest rate | 2.44% |
CREDIT AGREEMENT, Schedule of T
CREDIT AGREEMENT, Schedule of Term Debt and Revolving Credit Facility (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||
Total debt | $ 411.8 | $ 425.2 | |
Deferred financing fees, net | [1] | (1.8) | (2.1) |
Less: Current portion of long-term debt | 11.6 | 11.6 | |
Total long-term debt | 400.2 | 413.6 | |
Term Debt [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | 213.8 | ||
Term Debt [Member] | 2014 Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | 213.8 | 219.4 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | 199 | ||
Revolving Credit Facility [Member] | 2014 Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | 199 | 207 | |
Capital Lease Obligations [Member] | |||
Line of Credit Facility [Line Items] | |||
Total debt | $ 0.8 | $ 0.9 | |
[1] | The Corporation adopted FASB Accounting Standards Update ("ASU") 2015-03 "Simplifying the Presentation of Debt Issuance Costs". Therefore, debt issuance costs related to the Corporation's debt liability in the condensed consolidated balance sheet is presented as a direct deduction from the carrying amount of the debt obligation. The Corporation retrospectively adjusted prior period amounts, which decreased other long-term assets and decreased long-term debt by $2.1 million in the condensed consolidated balance sheet as of December 31, 2015. |
CREDIT AGREEMENT, New Accountin
CREDIT AGREEMENT, New Accounting Pronouncements (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Credit Agreement [Abstract] | ||
Other long-term assets | $ 84 | $ 32.4 |
Long-term debt | $ 400.2 | 413.6 |
ASU 2015-03 [Member] | ||
Credit Agreement [Abstract] | ||
Other long-term assets | (2.1) | |
Long-term debt | $ (2.1) |
CREDIT AGREEMENT, Schedule of I
CREDIT AGREEMENT, Schedule of Indebtedness Maturities (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
2,016 | $ 5.4 | |
2,017 | 11 | |
2,018 | 11 | |
2,019 | 384.3 | |
2,020 | 0.1 | |
Total debt | 411.8 | $ 425.2 |
Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
2,016 | 5.6 | |
2,017 | 11.3 | |
2,018 | 11.3 | |
2,019 | 185.6 | |
2,020 | 0 | |
Total debt | 213.8 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 199 | |
2,020 | 0 | |
Total debt | 199 | |
Deferred Financing Costs [Member] | ||
Debt Instrument [Line Items] | ||
2,016 | (0.3) | |
2,017 | (0.6) | |
2,018 | (0.5) | |
2,019 | (0.4) | |
2,020 | 0 | |
Total debt | (1.8) | |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
2,016 | 0.1 | |
2,017 | 0.3 | |
2,018 | 0.2 | |
2,019 | 0.1 | |
2,020 | 0.1 | |
Total debt | $ 0.8 | $ 0.9 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |||
Rebate receivable - ABDC litigation | $ 21.9 | ||
ABDC litigation period | 12 months | ||
Gain Contingencies [Line Items] | |||
Accrual settlement, litigation and other related charges | $ 17.6 | ||
ABDC litigation [Member] | |||
Gain Contingencies [Line Items] | |||
Accrual settlement, litigation and other related charges | $ 40.8 | ||
Billed contracts receivable | $ 19.3 | 12.2 | |
Total rebate receivable end of period | 72.3 | $ 53 | |
Gross liability offset to the condensed consolidated balance sheet | 50.4 | ||
Net rebate receivable | $ 21.9 |
MERGER, ACQUISITION, INTEGRAT39
MERGER, ACQUISITION, INTEGRATION COSTS AND OTHER CHARGES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
MERGER, ACQUISITION, INTEGRATION COSTS AND OTHER CHARGES [Abstract] | ||||
Merger, acquisition, integration costs and other charges | $ 4.4 | $ 3.4 | $ 8.8 | $ 7.2 |
RESTRUCTURING COSTS AND OTHER40
RESTRUCTURING COSTS AND OTHER CHARGES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | [1] | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment charges | $ 1.1 | $ 2.5 | $ 0.1 | ||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 1 | ||||
Accrual | 2.5 | ||||
Utilized amounts | (2.2) | ||||
Ending balance | 1.3 | 1.3 | |||
Employee Severance and Related Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0.3 | ||||
Accrual | 1.9 | ||||
Utilized amounts | (1.5) | ||||
Ending balance | 0.7 | 0.7 | |||
Facility Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0.7 | ||||
Accrual | 0.6 | ||||
Utilized amounts | (0.7) | ||||
Ending balance | $ 0.6 | $ 0.6 | |||
[1] | Less than $0.1 million. |
COMMON STOCK, PREFERRED STOCK41
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2010 | Jun. 30, 2016 | Jul. 02, 2012 | |
Class of Stock [Line Items] | |||
Aggregate price of shares redeemed | $ 3 | ||
Weighted average remaining term of nonvested shares | 1 year 7 months 6 days | ||
Intrinsic value of nonvested shares | $ 24.9 | ||
Treasury Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares repurchased | $ 10.5 | ||
Common stock shares repurchase authorized, value that remains available | 19.7 | ||
Aggregate price of shares redeemed | $ 3 | ||
Vested awards redeemed (in shares) | 129,459 | ||
Treasury Stock [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares repurchase authorized, value | $ 25 | $ 25 |
COMMON STOCK, PREFERRED STOCK42
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS, Schedule of Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of Shares [Roll Forward] | ||
Outstanding options, beginning (in shares) | 638,741 | |
Exercised (in shares) | (90,467) | |
Canceled (in shares) | (97,688) | |
Expired (in shares) | (954) | |
Outstanding options, ending (in shares) | 449,632 | 638,741 |
Exercisable options at end of year (in shares) | 449,632 | |
Weighted Average Exercise Price Per Share [Abstract] | ||
Outstanding, beginning (in dollars per share) | $ 14.34 | |
Exercised (in dollars per share) | 14.96 | |
Canceled (in dollars per share) | 15.22 | |
Expired (in dollars per share) | 14.52 | |
Outstanding, ending (in dollars per share) | 14.09 | $ 14.34 |
Exercisable (in dollars per share) | $ 14.09 | |
Weighted Average Remaining Term and Aggregate Intrinsic Value [Abstract] | ||
Weighted-average remaining term, outstanding | 1 year 2 months 12 days | 1 year 3 months 18 days |
Weighted-average remaining term, exercisable | 1 year 2 months 12 days | |
Aggregate intrinsic value, outstanding, beginning | $ 13.2 | |
Aggregate intrinsic value, outstanding, ending | 4.8 | $ 13.2 |
Aggregate intrinsic value, exercisable | $ 4.8 |
COMMON STOCK, PREFERRED STOCK43
COMMON STOCK, PREFERRED STOCK, TREASURY STOCK, STOCK-BASED COMPENSATION AND OTHER BENEFITS, Schedule of Nonvested Share Activity (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Nonvested Restricted Stock Units [Member] | |
Number of Shares [Roll Forward] | |
Outstanding, beginning (in shares) | shares | 900,866 |
Granted (in shares) | shares | 252,859 |
Forfeited (in shares) | shares | (24,203) |
Vested (in shares) | shares | (332,365) |
Outstanding, ending (in shares) | shares | 1,008,680 |
Weighted-Average Grant Date Fair Value | |
Outstanding, beginning (in dollars per share) | $ / shares | $ 22.26 |
Granted (in dollars per share) | $ / shares | 20.37 |
Forfeited (in dollars per share) | $ / shares | 22.59 |
Vested (in dollars per share) | $ / shares | 18.96 |
Outstanding, ending (in dollars per share) | $ / shares | $ 22.46 |
Performance Share Units [Member] | |
Number of Shares [Roll Forward] | |
Granted (in shares) | shares | 211,523 |
Weighted-Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 20.37 |
INCOME TAXES, Schedule of Provi
INCOME TAXES, Schedule of Provision for Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |||||
Income tax benefit | $ 1.7 | $ 4.3 | $ 2.5 | $ 10.1 | |
Total provision as a percentage of pre-tax income | 40.10% | 65.70% | 27.20% | 46.20% | |
Tax deductible goodwill | $ 162.3 | $ 162.3 | $ 171.1 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Excess tax benefit | $ 0.9 | |
Deferred tax assets, total | $ 13.3 | $ 21.1 |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward period | 1 year | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward period | 20 years | |
U.S. Federal Tax Jurisdictions [Member] | Related to 2013 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 18 | |
Tax benefit from net operating loss carryforwards | 6.3 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 4.2 | |
Valuation allowances | $ 3.8 | $ 3.8 |
State [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Statute of limitations for tax examinations | 3 years | |
State [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Statute of limitations for tax examinations | 5 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Numerator: [Abstract] | |||||
Numerator for basic and earnings per diluted share - net income | $ 2.5 | $ 2.3 | $ 6.6 | $ 11.9 | |
Denominator: [Abstract] | |||||
Denominator for basic earnings per share - weighted average shares (in shares) | 30,728,592 | 30,388,902 | 30,628,145 | 30,287,638 | |
Effective of dilutive securities (stock options, restricted stock units and performance share units) (in shares) | 299,582 | 440,822 | 375,000 | 460,434 | |
Denominator for earnings per diluted share - adjusted weighted average shares (in shares) | 31,028,174 | 30,829,724 | 31,003,145 | 30,748,072 | |
Basic earnings per share (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.22 | $ 0.39 | |
Earnings per diluted share (in dollars per share) | $ 0.08 | $ 0.07 | $ 0.21 | $ 0.38 | |
Unexercised employee stock options, unvested restricted shares and performance shares excluded from the effect of dilutive securities above (in shares) | [1] | 892 | 4,028 | 0 | 2,526 |
[1] | These unexercised employee stock options, unvested restricted shares and performance shares that have not yet met performance conditions are not included in the computation of diluted earnings per share because to do so would be anti-dilutive for the periods presented. |