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Copyright © 2018 by Diplomat Pharmacy Inc. Diplomat is a registered trademark of Diplomat Pharmacy Inc. All rights reserved.
Capturing the Opportunity
JANUARY 2018 BETHANY
DIPLOMAT PATIENT
2
NON-GAAP INFORMATION
Adjusted EPS adds back, net of income taxes, the impact of all merger and acquisition related expenses, including amortization of intangible assets, the change in fair value of contingent consideration, as well as transaction-related costs.
We exclude merger and acquisition-related expenses from Adjusted EPS because we believe the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and such
expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired intangible assets, or ultimate realization of contingent consideration. Investors should note that acquisitions, once
consummated, contribute to revenue in the periods presented as well as future periods and should also note that amortization and contingent consideration expenses may recur in future periods. A reconciliation of Adjusted EPS, a
non-GAAP measure, to EPS as prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) can be found below.
We define Adjusted EBITDA as net income (loss) attributable to Diplomat before interest expense, income taxes, depreciation and amortization, share-based compensation, change in fair value of contingent consideration and other merger
and acquisition-related expenses, restructuring and impairment charges, and certain other items that we do not consider indicative of our ongoing operating performance (which are itemized below in the reconciliation to net income (loss)
attributable to Diplomat). Adjusted EBITDA is not in accordance with, or an alternative to, GAAP. In addition, this non‑GAAP measure is not based on any comprehensive set of accounting rules or principles. You should be aware that in
the future we may incur expenses that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items.
We consider Adjusted EBITDA and Adjusted EPS to be supplemental measures of our operating performance. We present Adjusted EBITDA and Adjusted EPS because they are used by our Board of Directors and management to
evaluate our operating performance. Adjusted EBITDA is also used as a factor in determining incentive compensation, for budgetary planning and forecasting overall financial and operational expectations, for identifying underlying trends,
and for evaluating the effectiveness of our business strategies. Further, we believe they assist us, as well as investors, in comparing performance from period-to-period on a consistent basis. Other companies in our industry may calculate
Adjusted EBITDA and Adjusted EPS differently than we do and these calculations may not be comparable to our Adjusted EBITDA and Adjusted EPS metrics. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income
(loss) attributable to Diplomat can be found below
FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events
or our future financial or operating performance. The forward-looking statements in this presentation are based on management’s good-faith belief and reasonable judgment based on current information. These statements are qualified by
important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. For a discussion of such risks and
uncertainties, review Diplomat's filings with the Securities and Exchange Commission, including “Risk Factors” in Diplomat’s Annual Report on Form 10-K for the year ended Dec. 31, 2016, and in subsequent reports filed with or furnished to
the Securities and Exchange Commission. Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date
specified herein, whether as a result of new information, future developments, or otherwise.
INDUSTRY AND MARKET DATA
Certain information in this presentation concerning our industry and the markets in which we operate is derived from publicly available information released by third-party sources, including independent industry and research organizations,
and management estimates. Management estimates are derived from publicly available information released by independent industry and research analysts and other third-party sources, as well as data from our internal research, and are
based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. We believe the data from these third-party sources is reliable. In addition, projections,
assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, as discussed in Diplomat’s reports filed with the
Securities and Exchange Commission. These and other factors could cause results to differ materially from those expressed in the estimates made by these third-party sources.
MEDICAL ADVICE
The information herein is for educational purposes only and may not be construed as medical advice. Diplomat Pharmacy Inc. takes no responsibility for the accuracy or validity of the information herein, nor the claims or statements of any
manufacturer.
DISCLAIMERS
Proprietary of Diplomat Pharmacy Inc.
3
INVESTMENT HIGHLIGHTS
Diplomat is continuing
its planned transition to a
broader healthcare company.
● Acquisition of PBM dramatically
expands our services to address
unmet market needs across the
specialty industry
● Continuing strength in growing
oncology and infusion markets
● Diversified growth focusing on
EBITDA and cash flow
Specialty drug growth is far
outpacing traditional drugs.
Extensive access to limited-distribution
drugs creates a competitive advantage
Diplomat is unique in the
specialty pharmacy industry.
Expanded manufacturer services and
payer capabilities
Diplomat has an enhanced
leadership team with deep
industry expertise.
4
DELIVERING SUPERIOR CLIENT SOLUTIONS
TO PATIENTS, MEMBERS, & PARTNERS
CUSTOM-FOCUSEDPATIENT-CENTRIC GROWTH-ORIENTED
Customized, client-centric
solutions for payers and pharma
Management of pharmacy costs
through skill and scale
High-touch caregiving
In-house clinicians providing
disease state–specific
knowledge
Seamless work with providers,
payers, and pharmaceutical
manufacturers to ease the
patient journey
Leader in high-growth
specialty pharmacy
Deep access to
limited-distribution drugs
Disciplined, strategic M&A
Customized, fee-for-service
offerings to add value for each
client type
Proprietary of Diplomat Pharmacy Inc.
5
POSITIONED TO CAPITALIZE
ON MARKET TRENDS
Market Trend Diplomat Position
Growth of specialty pharmacy
Decades of experience drive increasing market share in the
highest-growth categories
Limited-distribution drugs driving market growth
Growing portfolio of more than 100 limited-distribution drugs,
including more than 60 orphan drugs
Increasing national healthcare costs
Creating efficiencies through technology solutions,
home infusion services, and site-of-care management
Rapid expansion of biopharma and increasing
demand for hub services
EnvoyHealth provides mission-critical hub solutions while
deepening relationships with pharma
Unmet payer drug-management needs
Acquisitions and experience allow us to deliver
customized solutions
Proprietary of Diplomat Pharmacy Inc.
7
Payer ServicesPharmacy Services
▪ Customized industry solutions
▪ Fee-for-service
▪ Technology
▪ Specialty
▪ Infusion
▪ Home delivery
▪ Pharmacy benefit management
▪ Site-of-care transition
▪ Medical benefit management
DIPLOMAT’S CONTINUED EVOLUTION
Three Complementary Focus Areas Providing a Broader Spectrum of Care
Industry Services
Proprietary of Diplomat Pharmacy Inc.
8
STRONG RATIONALE FOR DIPLOMAT
TO EXPAND IN THE PBM SECTOR
Allows Diplomat to expand its specialty product offering using PBM levers
Well-positioned with multiple service lines for evolving market needs in the middle-market space
Strengthens Diplomat’s financial profile and substantially diversifies Diplomat’s EBITDA
LDI and NPS combine to create a robust full-service middle-market PBM offering
Complementary products, services, and solutions offer full platform for future scale and growth
Well-defined integration strategy with early synergies
Expanded capabilities accelerate growth and drive shareholder value.
Proprietary of Diplomat Pharmacy Inc.
9
Target
Purchase
Price
Consideration
Business
Overview
Closing
NPS TRANSACTION SUMMARY
● Pharmaceutical Technologies, Inc., dba National Pharmaceutical Services (NPS)
● Full-service pharmacy benefit manager (PBM) with access to 475,000 member lives
● Based in Omaha, Nebraska
● Revenue: $32 million (2017E) and Adjusted EBITDA: $5.4 million (2017E)
● $47 million purchase price
● Transaction includes real estate valued at ~$10 million
● $31 million in cash using cash on hand and existing credit facility
● $16 million in common stock
● No contingent earn-out consideration
● Expected to be accretive to adjusted EPS in 2018
● Diversified mix of PBM lives
● Robust technology platform: In-house proprietary claims-processing system
● Captive mail-order pharmacy (Integrated HMO Pharmacy)
● Near-term synergy opportunities for specialty Rx volume
● Senior management team will remain in place
● Diplomat announced closing of the acquisition of NPS Nov. 29, 2017.
Proprietary of Diplomat Pharmacy Inc.
10
Target
Purchase
Price
Consideration
Closing
LDI TRANSACTION SUMMARY
● LDI Integrated Pharmacy Services (“LDI”)
● Full-service PBM with 2017E revenue of $388 million and 2017E adjusted EBITDA of $41 million
● $595 million gross purchase price
- Represents ~14.5x on gross purchase price
● $540 million adjusted purchase price
- ~$94 million tax shield (NPV ~$55 million)
- Represents ~13.2x post tax shield benefit
● $4-6 million of synergies in Year 1
- Represents ~11.7x post synergies and post tax shield
● $515 million in cash
- Committed cash financing from a new $795 million credit facility provided by JPMorgan and Capital One
● ~$80 million in common stock, representing ~4.15 million shares
● Pro forma total leverage of ~4.6x LTM adjusted 2017 EBITDA; Expected to be between 2.0x-3.0x by mid 2019
● Expected to be accretive to adjusted EPS in 2018
● Diplomat announced closing of the acquisition of LDI Dec. 20, 2017.
Proprietary of Diplomat Pharmacy Inc.
11
Scaled asset in middle market
● Serving all key customer types
● +855k lives
● 700+ customers
Bringing best-in-class specialty pharmacy
capabilities to underserved market
Attractive partnership approach to manage
formulary and drug costs
High-touch/high-service DNA consistent
with Diplomat
Differentiated clinically, leveraging
proprietary technology platform
PBM PLATFORM WITH FULL SUITE OF CAPABILITIES
Self-Funded Employers / Unions
Medicare Part D / Managed Medicaid
Workers’ Comp
Transparent Pricing
Traditional Pricing
Owned Adjudication Platform
Comprehensive/Competitive Network
Direct Manufacturer Rebates
High-Touch Services
CUSTOMEREXPERIENCE
KEYCAPABILITIES/
BUSINESSMODELEXPERTISE
LDI NPS
DPLO’s PBM
Capabilities
Proprietary of Diplomat Pharmacy Inc.
12
DIPLOMAT GUIDES THE PATIENT JOURNEY
PROVIDERS
Collaborate to
gather patient
information
PAYERS
Collaborate on
all member
services
MANUFACTURERS
Monitor adherence
and gather data
PATIENTS
Answer their questions
and assist with funding
and onboarding
PATIENTS &
PROVIDERS
Educate on
therapy
RX INTAKE
ADJUDICATION
MEMBER
MANAGEMENT
BENEFIT
INVESTIGATION
PRIOR
AUTHORIZATION
READJUDICATION
CLINICAL
VERIFICATION &
INTERVENTIONS
PATIENT
ASSISTANCE
QUALIFICATION
PATIENT
ONBOARDING
FIRST SHIPMENT
SETUP
CLINICAL
EDUCATION &
TRAINING
REPORTING
PORTALS
BUSINESS
INTELLIGENCE
FULFILLMENT
DATA
CAPTURE
CLINICAL
MANAGEMENT
Proprietary of Diplomat Pharmacy Inc.
WHOWESERVEWHATWEDO
13
LEADING NPS REFLECTS PATIENT FOCUS
1. Diplomat Patient Surveys, 2017. Approximate. Data from survey of approximately 4,500 respondents.
2. Satmetrix 2016 U.S. Consumer Study.
Net Promoter Score (NPS) measures the net number of customers who recommend a
company’s products or services on a scale from -100 to 100.
84
80 78
70
69 66
Proprietary of Diplomat Pharmacy Inc.
14
SPECIALTY DRUGS DRIVE PHARMACY
INDUSTRY GROWTH
1. The 2017 Economic Report on U.S. Pharmacies and Pharmacy Benefit Managers, Adam Fein, February 2017.
Historical and Projected Growth, 2011–20211
Specialty drugs as % of
pharmacy industry revenues 17% 28% 42%
2011 2016 2021
SPECIALTY DRUGS
TRADITIONAL DRUGS
$300
$412
$572
$250
$297
$332
$240
$115
$50
(BILLIONS)
Proprietary of Diplomat Pharmacy Inc.
15
LIMITED-DISTRIBUTION DRUG ACCESS
PROVIDES A PATH TO GROWTH
2012
DPLO EXCLUSIVE
2013
DPLO LARGEST OF 4
2016
DPLO 1 of 7
2015
DPLO 1 of 6
2017
DPLO LARGEST OF 2
2017
DPLO LARGEST OF 3
80%
OF FUTURE DRUG
LAUNCHES ARE
EXPECTED TO BE
LIMITED
DISTRIBUTION1
100+
DIPLOMAT LDD
PORTFOLIO
60%+
2017E REVENUE
FROM LD DRUGS
Specialty Spend Under
Pharmacy Benefit to Grow ~5x1
2011A 2021E
$240 BILLION$50 BILLION
DIPLOMAT 2%
1. The 2017 Economic Report on U.S. Pharmacies and Pharmacy Benefit Managers. February 2017.
$115 BILLION
DIPLOMAT 4%
2016A
2017
DPLO 1 OF 8
2017
DPLO 1 OF 6
2017
DPLO LARGEST OF 4
Proprietary of Diplomat Pharmacy Inc.
16
DEEP ONCOLOGY PIPELINE
FUELS FURTHER GROWTH
Rapid Growth in the Oncology Market1
2016A 2021E
$86 BILLION
$46 BILLION
DIPLOMAT 5%
1. Barclays Research, EvaluatePharma. January 2017
2. 2015 Profile Biopharmaceutical Research Industry – April 2015 & 2016 Profile Biopharmaceutical Research Industry 2016 – April 2016
Proprietary of Diplomat Pharmacy Inc.
Drugs in Pipeline by Therapeutic Class 2
According to BioWorld, biotech funding has increased 25% year-over-year to
$15.8 billion in the third quarter 2017.
17
INFUSION CONTINUES TO
OUTPERFORM THE MARKET
Alpha-1
$550M
Hemophilia
$4B
Hereditary Angioedema
$1.5B
IVIG & SCIG
$4B
Nutrition &
Digestive Disorders
$2.9B
Proprietary of Diplomat Pharmacy Inc.
18
MANAGED MARKETS STRATEGY
Benefits to DiplomatStrategy Benefits to Clients
Increases our ability to contract
directly with health plans
Expands our existing capabilities
dramatically to deliver improved
financial performance through a
differentiated, patient-centric
platform
Accelerating our existing push
into PBM-like services based on
industry dynamics
Targeting small to midsize
payers, self-funded employers,
and unions
Acquisition expands existing
capabilities into highly
customized payer services
Builds high-quality,
patient-centric services that
directly address unmet market
needs for drug management
Proprietary of Diplomat Pharmacy Inc.
19
INDUSTRY SERVICES
GENERATE NEW PROFITS
1. $4 billion market size is a management estimate based on total 2016 specialty pharmacy market size.
Hub services are a $4B
and growing market.1
We compete in this
emerging, high-margin area.
● Affordability and copay support
● Noncommercial pharmacy—PAP and
wholesale support
● Market insight and remote monitoring
● Benefit coverage and access support
● Adherence program management
● Nursing/health support
● Customized technology solutions
Proprietary of Diplomat Pharmacy Inc.
20
M&A: BECOMING BETTER, NOT JUST BIGGER
Acquisition Date
Accelerated Current
Capabilities
New Therapy
Expanded
Geography
Access to Additional
Payers
Manufacturer
Relationships
New Technology
Expanded Service
Offering
Q4 2013
Q2 2014
Q2 2015
Q2 2015
Q2 2016
Q1 2017
Q1 2017
Q2 2017
Q3 2017
Q3 2017
Q4 2017
Q4 2017
Q4 2017
Proprietary of Diplomat Pharmacy Inc.
21
Financial Profile
22
2017 PRELIMINARY GUIDANCE
Diplomat preliminarily expects
2017 revenue will be near the
middle of the previously provided
range and Adjusted EBITDA will
be at the upper end of previously
announced range.
This excludes any incremental contribution of LDI (as defined below) for the post-close period in 2017,
which was not included in our previous guidance, and provided at Jan. 5, 2018. Please see forward
looking statements and disclosures.
REVENUE WILL BE AT A MIDPOINT OF
$4.4B–$4.6B
ADJUSTED EBITDA WILL BE AT THE
UPPER END OF THE RANGE OF
$99M–$102M
Proprietary of Diplomat Pharmacy Inc.
23
2018 PRELIMINARY OUTLOOK
Business Outlook
In 2018, Diplomat preliminarily expects:
REVENUE IN THE RANGE OF
$5.3B–$5.6B
ADJUSTED EBITDA IN THE RANGE OF
$164M–$170M
~20% INCREASE BASED ON THE
MIDPOINT OF THE 2017 RANGE
~66% INCREASE BASED ON THE
MIDPOINT OF THE 2017 RANGE
Proprietary of Diplomat Pharmacy Inc.
24
FINANCIAL POLICY
Proprietary of Diplomat Pharmacy Inc.
LEVERAGE
LIQUIDITY
M&A
STAKEHOLDER
RETURNS
● Target deleveraging to 2.0x – 3.0x
● Will use free cash flow to reduce debt
● Significant liquidity maintained through $250 million revolver
● Stable cash flow generation
● Disciplined M&A framework continues
● Focus on LDI integration over next ~6-12 months
● Will evaluate strategic bolt-on opportunities
● No plans to initiate an ongoing dividend
● No share buybacks anticipated during de-leveraging phase
25
MOVING FORWARD,
STRONG PATHS FOR GROWTH
Specialty Infusion
Payer Services
EnvoyHealth
M
& A
Opportunity/Revenue/Value
Time
Traditional Specialty Pharmacy
Scalability through efficiencies—
more new benefits than added costs
High-margin fee-for-service
opportunities for pharma/payers
High-growth market with unmet
drug-management needs
Strategic national coverage and
site-of-care cost reduction
Continued high revenue with growing
LDD opportunities
Proprietary of Diplomat Pharmacy Inc.
26
Appendix
27
LONG-TERM FINANCIAL PERFORMANCE
Total Revenue
$578
(MILLIONS)
2010A 2011A 2012A 2013A 2014A 2015A 2016A
% Growth 53% 34% 46% 34% 46% 52% 31%
$772
$1,127
$1,515
$2,215
$3,367
$4,410
Note: Historical financials are not pro forma for any acquisitions.
Proprietary of Diplomat Pharmacy Inc.
3Q16A 3Q17A
$1,181
$1,125
28
LONG-TERM FINANCIAL PERFORMANCE
Adjusted EBITDA
$8
(MILLIONS)
2010A 2011A 2012A 2013A 2014A 2015A 2016A
% Growth 27% 88% (28%) 75% 85% 170% 13%
% Margin 1.3% 2.0% 1.0% 1.3% 1.6% 2.8% 2.4%
$15
$11
$19
$35
$95
$107
3Q16A 3Q17A
1.9% 2.1%
$22.6
$23.2
Note: Historical financials are not pro forma for any acquisitions.
Pre-IPO
infrastructure
investments
Proprietary of Diplomat Pharmacy Inc.
29
GROWTH IN PROFITABILITY
Gross Profit/Script
$71
2010A 2011A 2012A 2013A 2014A 2015A 2016A
% Growth 12% 31% 4% 20% 44% 68% 16%
% Margin 7.1% 7.3% 6.2% 5.9% 6.3% 7.8% 7.4%
$93
$97
$116
$167
$280
$325
3Q16A 3Q17A
6.6% 7.6%
$289
$360
Financials are not pro forma for acquisitions.
Gross profit per script is based on dispensed
scripts only.
Percent margin equals gross profit / net sales
(i.e., based on dispensed and serviced scripts).
Proprietary of Diplomat Pharmacy Inc.
30
BALANCE SHEET/CASH FLOW SNAPSHOT
Sept. 2017 Dec. 2016
Cash $27 $8
Total Debt $1601
$150
Shareholders’ equity $647 $614
Net Debt/ProForma TTM EBITDA ~1.3x2
~1.0x3
Cash Flow From Operations (period ended) $94 $31
1. Includes $11mm in cash-based contingent consideration
2. ProForma includes 12 months of Accurate, Affinity, Comfort Infusion, FocusRx, and WRB Communications
3. ProForma includes 12 months of Affinity, Comfort Infusion, and TNH
Proprietary of Diplomat Pharmacy Inc.
31
Therapeutic Class 2016 % of Total 2015 2014 2013
Oncology $2,102,130 48% $1,432,091 $1,068,751 $736,987
Immunology $644,173 15% $510,708 $438,145 $378,685
Hepatitis $583,751 13% $520,771 <10% <10%
Specialty Infusion $505,240 11% $374,884 <10% <10%
Multiple Sclerosis <10% N/A <10% $226,805 $169,470
Other (none greater
than 10% in period)
$575,094 13% $528,177 $481,255 $229,997
$4,410,388 $3,366,631 $2,214,956 $1,515,139
Limited-distribution
drug % of total
53% 45% 44% 40%
REVENUE BY THERAPEUTIC CLASS
($ IN THOUSANDS)
Proprietary of Diplomat Pharmacy Inc.
32
RECONCILIATION OF NET INCOME (LOSS) &
ADJUSTED EBITDA
For the three months ended September 30, Calendar year ending December 31,
($ in millions) 2017 2016 2016A 2015A 2014A 2013A 2012A 2011A 2010A
Net income (loss) attributable to Diplomat $1.0 $5.4 $28.3 $25.8 $4.8 ($26.1) ($2.6) $9.2 ($7.8)
Depreciation & Amortization $16.9 $13.7 $50.0 $30.8 $8.1 $3.9 $3.8 $3.1 $2.2
Interest Expense $2.1 $1.8 $6.6 $5.2 $2.5 $2.0 $1.1 $0.6 $0.5
Income tax expense ($0.7) ($3.2) $11.2 $16.2 $4.7 - - - -
EBITDA $19.3 $17.7 $96.1 $78.1 $20.1 ($20.2) $2.3 $12.8 ($5.2)
Contingent consideration and other M&A expense $3.0 $0.4 - - - - - - -
Share-based compensations expense $1.7 $1.4 $5.4 $4.0 $2.9 $0.9 $0.9 $1.4 $0.8
Change in fair value of redeemable common shares - - - - ($9.1) $34.3 $6.6 - $10.7
Termination of existing stock redemption agreement - - $0.2 - $4.8 - - - -
Employer payroll taxes - option repurchases $0.0 $0.1 - $1.6 - - - - -
Restructuring and impairment charges - $2.5 $7.1 $0.2 - $1.0 $0.4 $0.4 $1.5
Equity loss of non-consolidated entity - - - - $6.2 $1.1 $0.3 $0.1 -
Severance and related fees $0.1 $0.1 $1.1 $0.5 $0.4 $0.2 $0.4 $0.7 -
Merger and acquisition related expenses - - ($6.6) $9.2 $7.2 $0.7 - - -
Private company expenses - - - - $0.2 $0.2 - - -
Tax credits and other - - - - $1.0 - ($0.1) ($0.6) -
Other items ($0.9) $0.4 $4.0 $1.5 $1.4 $0.7 $0.1 $0.2 ($0.0)
Adjusted EBITDA $23.2 $22.6 $107.4 $95.0 $35.2 $19.0 $10.9 $15.1 $7.7
Proprietary of Diplomat Pharmacy Inc.
33
RECONCILIATION OF NET INCOME (LOSS) &
ADJUSTED EBITDA
(1) Share-based compensation expense relates to director and employee share-based awards.
(2) Restructuring and impairment charges reflect decreases in the fair market value of non-core property and assets, or actual losses on disposal of such assets. The full year 2016
includes both the Q4 2016 impairment to write down our cost method investment in Physician Resource Management, LLC (“PRM”) and the Q3 2016 full impairment of the
definite-lived intangible assets associated with Primrose Healthcare LLC. 2013 charges primarily relate to the $932 write-down of our former Swartz Creek, Michigan headquarters
facility to its fair value, after we vacated it in favor of our present Flint, Michigan facility. 2012 charges primarily relate to our write-down of an externally purchased software
package we no longer utilize, as well as sales of Company-owned vehicles. 2011 charges include expense associated with the closure of our former Cleveland, Ohio facility, the
move of our Chicago, Illinois area facility, and sales of Company-owned vehicles.
(3) During the fourth quarter of 2014, we reassessed the recoverability of our investment in our non-consolidated entity, Ageology. Based upon this assessment, we determined
that a full impairment of $4,869 was warranted, primarily due to updated projections of continuing losses into the foreseeable future. The remaining amounts in 2014, 2013 and
2012 represents our share of losses recognized by Ageology, using the equity method of accounting. We first invested in Ageology, an anti-aging physician network dedicated to
nutrition, fitness and hormones, in October 2011, in connection with its formation.
(4) Employee severance and related fees primarily relates to severance for former management.
(5) Fees and expenses directly related to merger and acquisition activities, and the impact of changes in the fair value of related contingent consideration liabilities.
(6) Primarily includes philanthropic activities performed at the direction of our majority shareholder.
(7) Represents (a) various tax credits received from the state of Michigan for facility improvement and employee hiring initiatives, (b) the one-time costs associated with converting
from an S-Corporation to a C-Corporation, and (c) a 2014 charge of $1,825 related to non-income tax obligations.
(8) Q3 2017 excludes $1.0 million of insurance proceeds associated with the 2016 inventory loss due to a cooler failure. 2016 includes a $2.4 million inventory loss due to a cooler
failure. Other expense is predominantly IT operating leases. Operating leases were initiated, in lieu of purchases or capital leases for a subset of our IT spend, for a short period of
time in 2013 and 2014 for liquidity purposes. We have since discontinued the practice of leasing IT equipment. The cost of purchased IT equipment is reflected in depreciation and
amortization.
Proprietary of Diplomat Pharmacy Inc.
34Copyright © 2018 by Diplomat Pharmacy Inc. Diplomat is a registered trademark of Diplomat Pharmacy Inc. All rights reserved.

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Diplomat investor presentation january 2018

  • 1. 1 Copyright © 2018 by Diplomat Pharmacy Inc. Diplomat is a registered trademark of Diplomat Pharmacy Inc. All rights reserved. Capturing the Opportunity JANUARY 2018 BETHANY DIPLOMAT PATIENT
  • 2. 2 NON-GAAP INFORMATION Adjusted EPS adds back, net of income taxes, the impact of all merger and acquisition related expenses, including amortization of intangible assets, the change in fair value of contingent consideration, as well as transaction-related costs. We exclude merger and acquisition-related expenses from Adjusted EPS because we believe the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and such expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired intangible assets, or ultimate realization of contingent consideration. Investors should note that acquisitions, once consummated, contribute to revenue in the periods presented as well as future periods and should also note that amortization and contingent consideration expenses may recur in future periods. A reconciliation of Adjusted EPS, a non-GAAP measure, to EPS as prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) can be found below. We define Adjusted EBITDA as net income (loss) attributable to Diplomat before interest expense, income taxes, depreciation and amortization, share-based compensation, change in fair value of contingent consideration and other merger and acquisition-related expenses, restructuring and impairment charges, and certain other items that we do not consider indicative of our ongoing operating performance (which are itemized below in the reconciliation to net income (loss) attributable to Diplomat). Adjusted EBITDA is not in accordance with, or an alternative to, GAAP. In addition, this non‑GAAP measure is not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. We consider Adjusted EBITDA and Adjusted EPS to be supplemental measures of our operating performance. We present Adjusted EBITDA and Adjusted EPS because they are used by our Board of Directors and management to evaluate our operating performance. Adjusted EBITDA is also used as a factor in determining incentive compensation, for budgetary planning and forecasting overall financial and operational expectations, for identifying underlying trends, and for evaluating the effectiveness of our business strategies. Further, we believe they assist us, as well as investors, in comparing performance from period-to-period on a consistent basis. Other companies in our industry may calculate Adjusted EBITDA and Adjusted EPS differently than we do and these calculations may not be comparable to our Adjusted EBITDA and Adjusted EPS metrics. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat can be found below FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance. The forward-looking statements in this presentation are based on management’s good-faith belief and reasonable judgment based on current information. These statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. For a discussion of such risks and uncertainties, review Diplomat's filings with the Securities and Exchange Commission, including “Risk Factors” in Diplomat’s Annual Report on Form 10-K for the year ended Dec. 31, 2016, and in subsequent reports filed with or furnished to the Securities and Exchange Commission. Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments, or otherwise. INDUSTRY AND MARKET DATA Certain information in this presentation concerning our industry and the markets in which we operate is derived from publicly available information released by third-party sources, including independent industry and research organizations, and management estimates. Management estimates are derived from publicly available information released by independent industry and research analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. We believe the data from these third-party sources is reliable. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, as discussed in Diplomat’s reports filed with the Securities and Exchange Commission. These and other factors could cause results to differ materially from those expressed in the estimates made by these third-party sources. MEDICAL ADVICE The information herein is for educational purposes only and may not be construed as medical advice. Diplomat Pharmacy Inc. takes no responsibility for the accuracy or validity of the information herein, nor the claims or statements of any manufacturer. DISCLAIMERS Proprietary of Diplomat Pharmacy Inc.
  • 3. 3 INVESTMENT HIGHLIGHTS Diplomat is continuing its planned transition to a broader healthcare company. ● Acquisition of PBM dramatically expands our services to address unmet market needs across the specialty industry ● Continuing strength in growing oncology and infusion markets ● Diversified growth focusing on EBITDA and cash flow Specialty drug growth is far outpacing traditional drugs. Extensive access to limited-distribution drugs creates a competitive advantage Diplomat is unique in the specialty pharmacy industry. Expanded manufacturer services and payer capabilities Diplomat has an enhanced leadership team with deep industry expertise.
  • 4. 4 DELIVERING SUPERIOR CLIENT SOLUTIONS TO PATIENTS, MEMBERS, & PARTNERS CUSTOM-FOCUSEDPATIENT-CENTRIC GROWTH-ORIENTED Customized, client-centric solutions for payers and pharma Management of pharmacy costs through skill and scale High-touch caregiving In-house clinicians providing disease state–specific knowledge Seamless work with providers, payers, and pharmaceutical manufacturers to ease the patient journey Leader in high-growth specialty pharmacy Deep access to limited-distribution drugs Disciplined, strategic M&A Customized, fee-for-service offerings to add value for each client type Proprietary of Diplomat Pharmacy Inc.
  • 5. 5 POSITIONED TO CAPITALIZE ON MARKET TRENDS Market Trend Diplomat Position Growth of specialty pharmacy Decades of experience drive increasing market share in the highest-growth categories Limited-distribution drugs driving market growth Growing portfolio of more than 100 limited-distribution drugs, including more than 60 orphan drugs Increasing national healthcare costs Creating efficiencies through technology solutions, home infusion services, and site-of-care management Rapid expansion of biopharma and increasing demand for hub services EnvoyHealth provides mission-critical hub solutions while deepening relationships with pharma Unmet payer drug-management needs Acquisitions and experience allow us to deliver customized solutions Proprietary of Diplomat Pharmacy Inc.
  • 6.
  • 7. 7 Payer ServicesPharmacy Services ▪ Customized industry solutions ▪ Fee-for-service ▪ Technology ▪ Specialty ▪ Infusion ▪ Home delivery ▪ Pharmacy benefit management ▪ Site-of-care transition ▪ Medical benefit management DIPLOMAT’S CONTINUED EVOLUTION Three Complementary Focus Areas Providing a Broader Spectrum of Care Industry Services Proprietary of Diplomat Pharmacy Inc.
  • 8. 8 STRONG RATIONALE FOR DIPLOMAT TO EXPAND IN THE PBM SECTOR Allows Diplomat to expand its specialty product offering using PBM levers Well-positioned with multiple service lines for evolving market needs in the middle-market space Strengthens Diplomat’s financial profile and substantially diversifies Diplomat’s EBITDA LDI and NPS combine to create a robust full-service middle-market PBM offering Complementary products, services, and solutions offer full platform for future scale and growth Well-defined integration strategy with early synergies Expanded capabilities accelerate growth and drive shareholder value. Proprietary of Diplomat Pharmacy Inc.
  • 9. 9 Target Purchase Price Consideration Business Overview Closing NPS TRANSACTION SUMMARY ● Pharmaceutical Technologies, Inc., dba National Pharmaceutical Services (NPS) ● Full-service pharmacy benefit manager (PBM) with access to 475,000 member lives ● Based in Omaha, Nebraska ● Revenue: $32 million (2017E) and Adjusted EBITDA: $5.4 million (2017E) ● $47 million purchase price ● Transaction includes real estate valued at ~$10 million ● $31 million in cash using cash on hand and existing credit facility ● $16 million in common stock ● No contingent earn-out consideration ● Expected to be accretive to adjusted EPS in 2018 ● Diversified mix of PBM lives ● Robust technology platform: In-house proprietary claims-processing system ● Captive mail-order pharmacy (Integrated HMO Pharmacy) ● Near-term synergy opportunities for specialty Rx volume ● Senior management team will remain in place ● Diplomat announced closing of the acquisition of NPS Nov. 29, 2017. Proprietary of Diplomat Pharmacy Inc.
  • 10. 10 Target Purchase Price Consideration Closing LDI TRANSACTION SUMMARY ● LDI Integrated Pharmacy Services (“LDI”) ● Full-service PBM with 2017E revenue of $388 million and 2017E adjusted EBITDA of $41 million ● $595 million gross purchase price - Represents ~14.5x on gross purchase price ● $540 million adjusted purchase price - ~$94 million tax shield (NPV ~$55 million) - Represents ~13.2x post tax shield benefit ● $4-6 million of synergies in Year 1 - Represents ~11.7x post synergies and post tax shield ● $515 million in cash - Committed cash financing from a new $795 million credit facility provided by JPMorgan and Capital One ● ~$80 million in common stock, representing ~4.15 million shares ● Pro forma total leverage of ~4.6x LTM adjusted 2017 EBITDA; Expected to be between 2.0x-3.0x by mid 2019 ● Expected to be accretive to adjusted EPS in 2018 ● Diplomat announced closing of the acquisition of LDI Dec. 20, 2017. Proprietary of Diplomat Pharmacy Inc.
  • 11. 11 Scaled asset in middle market ● Serving all key customer types ● +855k lives ● 700+ customers Bringing best-in-class specialty pharmacy capabilities to underserved market Attractive partnership approach to manage formulary and drug costs High-touch/high-service DNA consistent with Diplomat Differentiated clinically, leveraging proprietary technology platform PBM PLATFORM WITH FULL SUITE OF CAPABILITIES Self-Funded Employers / Unions Medicare Part D / Managed Medicaid Workers’ Comp Transparent Pricing Traditional Pricing Owned Adjudication Platform Comprehensive/Competitive Network Direct Manufacturer Rebates High-Touch Services CUSTOMEREXPERIENCE KEYCAPABILITIES/ BUSINESSMODELEXPERTISE LDI NPS DPLO’s PBM Capabilities Proprietary of Diplomat Pharmacy Inc.
  • 12. 12 DIPLOMAT GUIDES THE PATIENT JOURNEY PROVIDERS Collaborate to gather patient information PAYERS Collaborate on all member services MANUFACTURERS Monitor adherence and gather data PATIENTS Answer their questions and assist with funding and onboarding PATIENTS & PROVIDERS Educate on therapy RX INTAKE ADJUDICATION MEMBER MANAGEMENT BENEFIT INVESTIGATION PRIOR AUTHORIZATION READJUDICATION CLINICAL VERIFICATION & INTERVENTIONS PATIENT ASSISTANCE QUALIFICATION PATIENT ONBOARDING FIRST SHIPMENT SETUP CLINICAL EDUCATION & TRAINING REPORTING PORTALS BUSINESS INTELLIGENCE FULFILLMENT DATA CAPTURE CLINICAL MANAGEMENT Proprietary of Diplomat Pharmacy Inc. WHOWESERVEWHATWEDO
  • 13. 13 LEADING NPS REFLECTS PATIENT FOCUS 1. Diplomat Patient Surveys, 2017. Approximate. Data from survey of approximately 4,500 respondents. 2. Satmetrix 2016 U.S. Consumer Study. Net Promoter Score (NPS) measures the net number of customers who recommend a company’s products or services on a scale from -100 to 100. 84 80 78 70 69 66 Proprietary of Diplomat Pharmacy Inc.
  • 14. 14 SPECIALTY DRUGS DRIVE PHARMACY INDUSTRY GROWTH 1. The 2017 Economic Report on U.S. Pharmacies and Pharmacy Benefit Managers, Adam Fein, February 2017. Historical and Projected Growth, 2011–20211 Specialty drugs as % of pharmacy industry revenues 17% 28% 42% 2011 2016 2021 SPECIALTY DRUGS TRADITIONAL DRUGS $300 $412 $572 $250 $297 $332 $240 $115 $50 (BILLIONS) Proprietary of Diplomat Pharmacy Inc.
  • 15. 15 LIMITED-DISTRIBUTION DRUG ACCESS PROVIDES A PATH TO GROWTH 2012 DPLO EXCLUSIVE 2013 DPLO LARGEST OF 4 2016 DPLO 1 of 7 2015 DPLO 1 of 6 2017 DPLO LARGEST OF 2 2017 DPLO LARGEST OF 3 80% OF FUTURE DRUG LAUNCHES ARE EXPECTED TO BE LIMITED DISTRIBUTION1 100+ DIPLOMAT LDD PORTFOLIO 60%+ 2017E REVENUE FROM LD DRUGS Specialty Spend Under Pharmacy Benefit to Grow ~5x1 2011A 2021E $240 BILLION$50 BILLION DIPLOMAT 2% 1. The 2017 Economic Report on U.S. Pharmacies and Pharmacy Benefit Managers. February 2017. $115 BILLION DIPLOMAT 4% 2016A 2017 DPLO 1 OF 8 2017 DPLO 1 OF 6 2017 DPLO LARGEST OF 4 Proprietary of Diplomat Pharmacy Inc.
  • 16. 16 DEEP ONCOLOGY PIPELINE FUELS FURTHER GROWTH Rapid Growth in the Oncology Market1 2016A 2021E $86 BILLION $46 BILLION DIPLOMAT 5% 1. Barclays Research, EvaluatePharma. January 2017 2. 2015 Profile Biopharmaceutical Research Industry – April 2015 & 2016 Profile Biopharmaceutical Research Industry 2016 – April 2016 Proprietary of Diplomat Pharmacy Inc. Drugs in Pipeline by Therapeutic Class 2 According to BioWorld, biotech funding has increased 25% year-over-year to $15.8 billion in the third quarter 2017.
  • 17. 17 INFUSION CONTINUES TO OUTPERFORM THE MARKET Alpha-1 $550M Hemophilia $4B Hereditary Angioedema $1.5B IVIG & SCIG $4B Nutrition & Digestive Disorders $2.9B Proprietary of Diplomat Pharmacy Inc.
  • 18. 18 MANAGED MARKETS STRATEGY Benefits to DiplomatStrategy Benefits to Clients Increases our ability to contract directly with health plans Expands our existing capabilities dramatically to deliver improved financial performance through a differentiated, patient-centric platform Accelerating our existing push into PBM-like services based on industry dynamics Targeting small to midsize payers, self-funded employers, and unions Acquisition expands existing capabilities into highly customized payer services Builds high-quality, patient-centric services that directly address unmet market needs for drug management Proprietary of Diplomat Pharmacy Inc.
  • 19. 19 INDUSTRY SERVICES GENERATE NEW PROFITS 1. $4 billion market size is a management estimate based on total 2016 specialty pharmacy market size. Hub services are a $4B and growing market.1 We compete in this emerging, high-margin area. ● Affordability and copay support ● Noncommercial pharmacy—PAP and wholesale support ● Market insight and remote monitoring ● Benefit coverage and access support ● Adherence program management ● Nursing/health support ● Customized technology solutions Proprietary of Diplomat Pharmacy Inc.
  • 20. 20 M&A: BECOMING BETTER, NOT JUST BIGGER Acquisition Date Accelerated Current Capabilities New Therapy Expanded Geography Access to Additional Payers Manufacturer Relationships New Technology Expanded Service Offering Q4 2013 Q2 2014 Q2 2015 Q2 2015 Q2 2016 Q1 2017 Q1 2017 Q2 2017 Q3 2017 Q3 2017 Q4 2017 Q4 2017 Q4 2017 Proprietary of Diplomat Pharmacy Inc.
  • 22. 22 2017 PRELIMINARY GUIDANCE Diplomat preliminarily expects 2017 revenue will be near the middle of the previously provided range and Adjusted EBITDA will be at the upper end of previously announced range. This excludes any incremental contribution of LDI (as defined below) for the post-close period in 2017, which was not included in our previous guidance, and provided at Jan. 5, 2018. Please see forward looking statements and disclosures. REVENUE WILL BE AT A MIDPOINT OF $4.4B–$4.6B ADJUSTED EBITDA WILL BE AT THE UPPER END OF THE RANGE OF $99M–$102M Proprietary of Diplomat Pharmacy Inc.
  • 23. 23 2018 PRELIMINARY OUTLOOK Business Outlook In 2018, Diplomat preliminarily expects: REVENUE IN THE RANGE OF $5.3B–$5.6B ADJUSTED EBITDA IN THE RANGE OF $164M–$170M ~20% INCREASE BASED ON THE MIDPOINT OF THE 2017 RANGE ~66% INCREASE BASED ON THE MIDPOINT OF THE 2017 RANGE Proprietary of Diplomat Pharmacy Inc.
  • 24. 24 FINANCIAL POLICY Proprietary of Diplomat Pharmacy Inc. LEVERAGE LIQUIDITY M&A STAKEHOLDER RETURNS ● Target deleveraging to 2.0x – 3.0x ● Will use free cash flow to reduce debt ● Significant liquidity maintained through $250 million revolver ● Stable cash flow generation ● Disciplined M&A framework continues ● Focus on LDI integration over next ~6-12 months ● Will evaluate strategic bolt-on opportunities ● No plans to initiate an ongoing dividend ● No share buybacks anticipated during de-leveraging phase
  • 25. 25 MOVING FORWARD, STRONG PATHS FOR GROWTH Specialty Infusion Payer Services EnvoyHealth M & A Opportunity/Revenue/Value Time Traditional Specialty Pharmacy Scalability through efficiencies— more new benefits than added costs High-margin fee-for-service opportunities for pharma/payers High-growth market with unmet drug-management needs Strategic national coverage and site-of-care cost reduction Continued high revenue with growing LDD opportunities Proprietary of Diplomat Pharmacy Inc.
  • 27. 27 LONG-TERM FINANCIAL PERFORMANCE Total Revenue $578 (MILLIONS) 2010A 2011A 2012A 2013A 2014A 2015A 2016A % Growth 53% 34% 46% 34% 46% 52% 31% $772 $1,127 $1,515 $2,215 $3,367 $4,410 Note: Historical financials are not pro forma for any acquisitions. Proprietary of Diplomat Pharmacy Inc. 3Q16A 3Q17A $1,181 $1,125
  • 28. 28 LONG-TERM FINANCIAL PERFORMANCE Adjusted EBITDA $8 (MILLIONS) 2010A 2011A 2012A 2013A 2014A 2015A 2016A % Growth 27% 88% (28%) 75% 85% 170% 13% % Margin 1.3% 2.0% 1.0% 1.3% 1.6% 2.8% 2.4% $15 $11 $19 $35 $95 $107 3Q16A 3Q17A 1.9% 2.1% $22.6 $23.2 Note: Historical financials are not pro forma for any acquisitions. Pre-IPO infrastructure investments Proprietary of Diplomat Pharmacy Inc.
  • 29. 29 GROWTH IN PROFITABILITY Gross Profit/Script $71 2010A 2011A 2012A 2013A 2014A 2015A 2016A % Growth 12% 31% 4% 20% 44% 68% 16% % Margin 7.1% 7.3% 6.2% 5.9% 6.3% 7.8% 7.4% $93 $97 $116 $167 $280 $325 3Q16A 3Q17A 6.6% 7.6% $289 $360 Financials are not pro forma for acquisitions. Gross profit per script is based on dispensed scripts only. Percent margin equals gross profit / net sales (i.e., based on dispensed and serviced scripts). Proprietary of Diplomat Pharmacy Inc.
  • 30. 30 BALANCE SHEET/CASH FLOW SNAPSHOT Sept. 2017 Dec. 2016 Cash $27 $8 Total Debt $1601 $150 Shareholders’ equity $647 $614 Net Debt/ProForma TTM EBITDA ~1.3x2 ~1.0x3 Cash Flow From Operations (period ended) $94 $31 1. Includes $11mm in cash-based contingent consideration 2. ProForma includes 12 months of Accurate, Affinity, Comfort Infusion, FocusRx, and WRB Communications 3. ProForma includes 12 months of Affinity, Comfort Infusion, and TNH Proprietary of Diplomat Pharmacy Inc.
  • 31. 31 Therapeutic Class 2016 % of Total 2015 2014 2013 Oncology $2,102,130 48% $1,432,091 $1,068,751 $736,987 Immunology $644,173 15% $510,708 $438,145 $378,685 Hepatitis $583,751 13% $520,771 <10% <10% Specialty Infusion $505,240 11% $374,884 <10% <10% Multiple Sclerosis <10% N/A <10% $226,805 $169,470 Other (none greater than 10% in period) $575,094 13% $528,177 $481,255 $229,997 $4,410,388 $3,366,631 $2,214,956 $1,515,139 Limited-distribution drug % of total 53% 45% 44% 40% REVENUE BY THERAPEUTIC CLASS ($ IN THOUSANDS) Proprietary of Diplomat Pharmacy Inc.
  • 32. 32 RECONCILIATION OF NET INCOME (LOSS) & ADJUSTED EBITDA For the three months ended September 30, Calendar year ending December 31, ($ in millions) 2017 2016 2016A 2015A 2014A 2013A 2012A 2011A 2010A Net income (loss) attributable to Diplomat $1.0 $5.4 $28.3 $25.8 $4.8 ($26.1) ($2.6) $9.2 ($7.8) Depreciation & Amortization $16.9 $13.7 $50.0 $30.8 $8.1 $3.9 $3.8 $3.1 $2.2 Interest Expense $2.1 $1.8 $6.6 $5.2 $2.5 $2.0 $1.1 $0.6 $0.5 Income tax expense ($0.7) ($3.2) $11.2 $16.2 $4.7 - - - - EBITDA $19.3 $17.7 $96.1 $78.1 $20.1 ($20.2) $2.3 $12.8 ($5.2) Contingent consideration and other M&A expense $3.0 $0.4 - - - - - - - Share-based compensations expense $1.7 $1.4 $5.4 $4.0 $2.9 $0.9 $0.9 $1.4 $0.8 Change in fair value of redeemable common shares - - - - ($9.1) $34.3 $6.6 - $10.7 Termination of existing stock redemption agreement - - $0.2 - $4.8 - - - - Employer payroll taxes - option repurchases $0.0 $0.1 - $1.6 - - - - - Restructuring and impairment charges - $2.5 $7.1 $0.2 - $1.0 $0.4 $0.4 $1.5 Equity loss of non-consolidated entity - - - - $6.2 $1.1 $0.3 $0.1 - Severance and related fees $0.1 $0.1 $1.1 $0.5 $0.4 $0.2 $0.4 $0.7 - Merger and acquisition related expenses - - ($6.6) $9.2 $7.2 $0.7 - - - Private company expenses - - - - $0.2 $0.2 - - - Tax credits and other - - - - $1.0 - ($0.1) ($0.6) - Other items ($0.9) $0.4 $4.0 $1.5 $1.4 $0.7 $0.1 $0.2 ($0.0) Adjusted EBITDA $23.2 $22.6 $107.4 $95.0 $35.2 $19.0 $10.9 $15.1 $7.7 Proprietary of Diplomat Pharmacy Inc.
  • 33. 33 RECONCILIATION OF NET INCOME (LOSS) & ADJUSTED EBITDA (1) Share-based compensation expense relates to director and employee share-based awards. (2) Restructuring and impairment charges reflect decreases in the fair market value of non-core property and assets, or actual losses on disposal of such assets. The full year 2016 includes both the Q4 2016 impairment to write down our cost method investment in Physician Resource Management, LLC (“PRM”) and the Q3 2016 full impairment of the definite-lived intangible assets associated with Primrose Healthcare LLC. 2013 charges primarily relate to the $932 write-down of our former Swartz Creek, Michigan headquarters facility to its fair value, after we vacated it in favor of our present Flint, Michigan facility. 2012 charges primarily relate to our write-down of an externally purchased software package we no longer utilize, as well as sales of Company-owned vehicles. 2011 charges include expense associated with the closure of our former Cleveland, Ohio facility, the move of our Chicago, Illinois area facility, and sales of Company-owned vehicles. (3) During the fourth quarter of 2014, we reassessed the recoverability of our investment in our non-consolidated entity, Ageology. Based upon this assessment, we determined that a full impairment of $4,869 was warranted, primarily due to updated projections of continuing losses into the foreseeable future. The remaining amounts in 2014, 2013 and 2012 represents our share of losses recognized by Ageology, using the equity method of accounting. We first invested in Ageology, an anti-aging physician network dedicated to nutrition, fitness and hormones, in October 2011, in connection with its formation. (4) Employee severance and related fees primarily relates to severance for former management. (5) Fees and expenses directly related to merger and acquisition activities, and the impact of changes in the fair value of related contingent consideration liabilities. (6) Primarily includes philanthropic activities performed at the direction of our majority shareholder. (7) Represents (a) various tax credits received from the state of Michigan for facility improvement and employee hiring initiatives, (b) the one-time costs associated with converting from an S-Corporation to a C-Corporation, and (c) a 2014 charge of $1,825 related to non-income tax obligations. (8) Q3 2017 excludes $1.0 million of insurance proceeds associated with the 2016 inventory loss due to a cooler failure. 2016 includes a $2.4 million inventory loss due to a cooler failure. Other expense is predominantly IT operating leases. Operating leases were initiated, in lieu of purchases or capital leases for a subset of our IT spend, for a short period of time in 2013 and 2014 for liquidity purposes. We have since discontinued the practice of leasing IT equipment. The cost of purchased IT equipment is reflected in depreciation and amortization. Proprietary of Diplomat Pharmacy Inc.
  • 34. 34Copyright © 2018 by Diplomat Pharmacy Inc. Diplomat is a registered trademark of Diplomat Pharmacy Inc. All rights reserved.