SUBSEQUENT EVENTS
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Dec. 31, 2011
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Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events [Text Block] | SUBSEQUENT EVENTS On February 1, 2012, subsequent to the fiscal year-end, the Company entered into a Community Pharmacy and Mail Business Purchase Agreement (the “Asset Purchase Agreement”) by and among Walgreen Co.and certain subsidiaries (collectively, the "Buyers") and the Company and certain subsidiaries (collectively, the "Sellers") with respect to the sale of certain assets, rights and properties (the “Pharmacy Services Asset Sale”) relating to the Sellers' traditional and specialty pharmacy mail operations and community retail pharmacy stores. Pursuant to the terms of the Asset Purchase Agreement, the Company will receive a total purchase price of approximately $170.0 million at closing, including the value of inventories on hand attributable to the operations subject to the Pharmacy Services Asset Sale. An additional $60.0 million of purchase price may be payable based on events related directly or indirectly to the retention of certain business by the Buyers included in the Pharmacy Services Asset Sale. The purchase price excludes all accounts receivable and working capital liabilities relating to the operations subject to the Pharmacy Services Asset Sale having dates of service prior to the closing date of the Pharmacy Services Asset Sale, which were carried at approximately $55.0 million of net assets based on the Company's Consolidated Balance Sheets as of December 31, 2011, and will be retained by the Company. In addition, the Company and its subsidiaries and DS Pharmacy, Inc. and drugstore.com, inc., both subsidiaries of the buyer, entered into an agreement concurrently with the Asset Purchase Agreement providing that BioScrip will cease to be the sole fulfillment pharmacy for customers who come through the drugstore.com website. The agreement provided for a cash payment of $3.0 million to the Company and the payment of $2.9 million to the Buyers related to contingent consideration from the Company's 2010 acquisition of the prescription pharmacy business of DS Pharmacy. The Pharmacy Services Asset Sale and the other transactions contemplated by the Asset Purchase Agreement are subject to various closing conditions, including the accuracy of representations and warranties and compliance with covenants, receipt of certain contractual consents, receipt of regulatory approvals and other customary closing conditions. During the first quarter of 2012, the transaction received anti-trust clearance under the Hart-Scott-Rodino Act. The operations subject to the Pharmacy Services Asset Sale represent a significant portion of the net asset value and revenue in the Pharmacy Services segment and less than half of the income from operations of that segment. The proposed transaction would include the sale of 30 community pharmacy locations and certain assets of three traditional and specialty mail service operations, which constitute all of our operations in the community pharmacy and mail order lines of business. The carrying value of the net assets subject to the Pharmacy Services Asset Sale was approximately $58.8 million at December 31, 2011. If the Company consummates the Pharmacy Services Asset Sale discussed above, management expects to undertake a further strategic assessment of its business and operations in order to align its corporate structure with its remaining business operations. As part of these efforts, the Company may incur significant charges such as the write down of certain long−lived assets, employee severance, other restructuring type charges, potential cash bonus payments and potential accelerated payments of certain of its contractual obligations, which may impact the Company's future Consolidated Financial Statements. Operating information of the traditional and specialty pharmacy mail operations and community pharmacies for the years ended December 31, 2011, 2010 and 2009 are summarized below (in thousands):
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