Diplomat is a specialty pharmacy company that provides medications and services to patients. It has a national footprint and focuses on specialty medications, which are high-cost drugs that treat complex, chronic conditions like cancer. Diplomat has experienced exceptional revenue growth in recent years due to the expanding specialty drug market and its focus on specialty medications. It aims to continue growing organically and through strategic acquisitions.
Wharton Undergraduate Healthcare Conference- Merck Revenue Growth PlanKazim Ali
As a team we worked to create a strategic plan to allow Merck to grow its revenue over time. We considered a number of strategic options and completed a situation analysis of the options available. We presented our findings to a panel of judges from Accenture & University of Pennsylvania. This project involved strategic planning, timeline development, financial analysis, and a competitive analysis.
Helping Pharmas Manage Compliance Risks for Speaker ProgramsCognizant
To avoid stiff fees, reputation damage and the imposition of corporate integrity agreements (CIAs), pharmaceuticals companies need to monitor their speaker programs carefully for compliance to a suite of regulations. We identify those rules and outline a rigorous process based on relevant key performance indicators (KPIs) that will enable pharmas to head off these potential major hits to their bottom line.
White Paper: Best Practices for Medical Benefit Management (MBM)Tai Freligh
Biologic, biotechnology-based, rare disease, or high-cost pharmaceuticals — collectively known as specialty drugs — can be covered under the pharmacy benefit, the medical benefit, or both depending on the benefit design plan sponsors require of the third-party administrator (including the pharmacy benefit manager – PBM; administrative service organization – ASO; or any administrator of a medical or pharmacy benefit).
On average, up to 50% of specialty drugs today are covered under the medical benefit.
With the exception of a few key therapy areas, traditional tools used to manage specialty drugs under the medical benefit, such as prior authorizations and medical benefit carve-outs (i.e., “white-bagging”), have yielded limited value to plan sponsors.
This thought leadership analysis, with insights from recognized industry experts, will provide an overview of the challenges.
Download the complete white paper to get the rest of the report, including a summary of the key issues plan sponsors must address and insights into best practices through an innovative new approach, Medical Benefit Drug Management (MBM).
Link: http://www.PharMedQuest.com/White-Paper
Wharton Undergraduate Healthcare Conference- Merck Revenue Growth PlanKazim Ali
As a team we worked to create a strategic plan to allow Merck to grow its revenue over time. We considered a number of strategic options and completed a situation analysis of the options available. We presented our findings to a panel of judges from Accenture & University of Pennsylvania. This project involved strategic planning, timeline development, financial analysis, and a competitive analysis.
Helping Pharmas Manage Compliance Risks for Speaker ProgramsCognizant
To avoid stiff fees, reputation damage and the imposition of corporate integrity agreements (CIAs), pharmaceuticals companies need to monitor their speaker programs carefully for compliance to a suite of regulations. We identify those rules and outline a rigorous process based on relevant key performance indicators (KPIs) that will enable pharmas to head off these potential major hits to their bottom line.
White Paper: Best Practices for Medical Benefit Management (MBM)Tai Freligh
Biologic, biotechnology-based, rare disease, or high-cost pharmaceuticals — collectively known as specialty drugs — can be covered under the pharmacy benefit, the medical benefit, or both depending on the benefit design plan sponsors require of the third-party administrator (including the pharmacy benefit manager – PBM; administrative service organization – ASO; or any administrator of a medical or pharmacy benefit).
On average, up to 50% of specialty drugs today are covered under the medical benefit.
With the exception of a few key therapy areas, traditional tools used to manage specialty drugs under the medical benefit, such as prior authorizations and medical benefit carve-outs (i.e., “white-bagging”), have yielded limited value to plan sponsors.
This thought leadership analysis, with insights from recognized industry experts, will provide an overview of the challenges.
Download the complete white paper to get the rest of the report, including a summary of the key issues plan sponsors must address and insights into best practices through an innovative new approach, Medical Benefit Drug Management (MBM).
Link: http://www.PharMedQuest.com/White-Paper
OCR Enforcement Update: Under 500 Breach Investigations and Inner Workings of...Lauren Williams
Over the past several years the Office for Civil Rights (OCR) has ramped up its enforcement of the HIPAA Privacy and Security Rules. Generally, such enforcement efforts have related to incidents that affected more than 500 individuals. In August of 2016, however, OCR announced that it would begin investigating self-reported HIPAA breaches affecting under 500 individuals. This initiative may lead to increased investigations at both covered entities and business associates.
On the webinar, two former OCR attorneys will discuss this new OCR initiative, as well as provide guidance and advice related to navigating OCR investigations, an explanation as to how the OCR settlement and resolution agreement process works, and tips for steps to take if your organization is presented with a dreaded resolution agreement. Please join us for discussion of recent OCR activity, under 500 breach investigation initiative, anatomy of an OCR investigation and settlement process, quick tips, and lessons learned.
To organize limb transplant & Caliper Camps for the physically challenged poor persons. This project would improve their quality of life and also in some cases help them to be gainfully employed and earn their livelihood in better way
Acerca de Sierra Manufacturing: Fabricante de Herramientas de Corte en Carbur...Andrew Michael Martin
Sierra Manufacturing es una compañía privada familiar operada desde 1995 por dos generaciones de americanos que ofrece y fabrica soluciones de herramientas con sede en San Luis Potosí, México. Nuestra competencia clave es la producción de herramientas de corte especiales, así como el reafilado y la remanufactura de las mismas. Prestamos servicios al mercado global con entregas de herramientas de corte de la más alta calidad, a tiempo y precios competitivos.
Because of deep learning we now talk a lot about tensors, yet tensors remain relatively unknown objects. In this presentation I will introduce tensors and the basics of multilinear algebra, then describe tensor decompositions and give some examples of how they are used in representation learning for understanding/compressing data. I will also briefly describe how tensor decompositions are used in 1) the method of moments for training latent variable models, and 2) deep learning for understanding why deep convolutional networks are such excellent classifiers.
Assured Pharmacy owns and operates specialty pharmacies that deliver a high level of care, service and compassion for individuals coping with chronic pain.
2. Confidential
1
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, and include Diplomat’s expectations regarding revenues, Adjusted EBITDA, cost-saving efforts, and expectations regarding
acquisitions. The forward-looking statements contained in this presentation are based on management's good-faith belief and reasonable
judgment based on current information, and 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. These risks and uncertainties include: our ability to adapt to changes or trends within the specialty pharmacy industry;
significant and increasing pricing pressure from third-party payors; our relationships with key pharmaceutical manufacturers; bad publicity
about, or market withdrawal of, specialty drugs we dispense; a significant increase in competition from a variety of companies in the health
care industry; our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; revenue
concentration of the top specialty drugs we dispense; our ability to maintain relationships with a specified wholesaler and pharmaceutical
manufacturer; increasing consolidation in the healthcare industry; managing our growth effectively; our ability to estimate the impact of DIR
fees amid considerable uncertainty due to current regulatory efforts and current and future payor disputes; limited experience with
acquisitions and our ability to recognize the expected benefits therefrom on a timely basis or at all; and the additional factors set forth in
"Risk Factors" in Diplomat’s Annual Report on Form 10-K for the year ended December 31, 2015 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.
In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These historical and forward-looking
non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with
GAAP. A reconciliation between GAAP and non-GAAP measures is included in the appendix to this presentation.
Diplomat is a registered trademark of Diplomat Pharmacy, Inc. This presentation also contains additional trademarks and service marks of
ours and of other companies. We do not intend our use or display of other companies’ trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, these other companies.
Important note
3. Confidential
Investment Highlights
• Specialty Pharmacy industry is a growth market
• Drug development pipeline remains robust
− Oncology is the largest and fastest growing segment of the Diplomat portfolio
• Limited distribution model growing in importance
• Diplomat is unique within the specialty pharmacy industry
• Taking market share as the largest independent specialty pharmacy
• Access to ~100 limited distribution drugs
• Multiple growth opportunities
• Organic
• Strategic complimentary acquisitions
• Strong financial performance
• Five-year revenue CAGR of 42% & EBITDA CAGR of 48%
• Diversified revenue and profitability streams
• Modest balance sheet leverage – ample dry powder
• Experienced senior management team
• CEO founded Diplomat 40+ years ago
• Leadership team has broad ranging experience across the industry
2
(1) CAGR based on 2011-2016 results
(1)
4. Confidential
Others 29%
CVS Health /
Omnicare 28%
Express Scripts
19%
Walgreens 10%
OptumRX 7%
4%
Prime
Therapeutics 3%
$58 $167 $271 $377
$578
$772
$1,127
$1,515
$2,215
$3,367
$4,410 $4,500
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E
3
Diplomat at a glance
Founded: 1975; Headquarters: Flint, MI
Employees: ~1,800
2017E revenue: ~$4.5 billion
Diversified base of marquee partners
Corporate Overview
2016 Market share ($115 billion total market size) (1)
Exceptional above market revenue growth
Scaled business: National footprint
($ in millions)
Source:
(1) 2017 Economic Report on U.S. Pharmacies and Pharmacy Benefit Managers
(2) Based on mid-point of management’s estimate range for FY 2017
(2)
Pharmacy Locations
Arizona
California
Connecticut
Florida
Illinois
Iowa
Kansas
Maryland
Massachusetts
Michigan
Minnesota
Nebraska
New York
North Carolina
Ohio
Pennsylvania
Texas
Wisconsin
(2)
5. Confidential
4
Diplomat’s revenue and profits come from multiple industry sectors
DIR fees primarily affect core specialty pharmacy sector only
Complementary Opportunities Minimize Payor/PBM Risk,
AND Mitigate Risk of Inflation Abatement
Other Services
EnvoyHealth
o HUB
o Noncommercial Pharmacy
o Hospital Specialty Network
o 340B Contract Pharmacy
o Formulary and Rebate Management
o Clinical Research
Specialty Infusion
Subset of specialty pharmacy
o Many similar characteristics (chronic,
high cost, etc.)
o Few differentiators (nursing
component, more medical billing)
Higher margin business
Unique/separate payor networks
Payor-driven site of care transition
opportunities
Core Specialty Pharmacy
(orals and self-injectables)
Oncology dominance
Limited distribution expertise
Outpacing industry revenue growth organically
o Mix shift driving revenue and profit growth
o Price inflation a very small component of revenue
Serving open, preferred, narrow, and exclusive
payor networks
Increase focus on direct contracts with payors
Pharmaceutical Manufacturer Services
Discounts, rebates, services, data fees
High margin
Not dependent on payers or price inflation
Making progress, but significant upside
opportunity remains
Revenue Source:
Payers
Revenue Source:
Pharma & Others
Financial Impact:
Higher Revenue,
Lower Margin
Financial Impact:
Lower Revenue,
Higher Margin
6. Confidential
Growing list of services across the specialty pharmacy eco-system
5
The continued growth and expansion of small biotech
companies creates a dramatic and growing marketplace
Product Access and
Commercialization
Customer
Relationship
Management
Clinical Care
Management
Reimbursement
Management
Financial Solutions Pharmacovigilance
Channel Management Noncommercial
Pharmacy
Clinical Trials Education Clinical Research Marketing Solutions
Dispensing Support
Services
340B Contact
Pharmacy
Delegated Prior
Authorization
Formulary and
Rebate
Management
Medical
Management
Call Center
Services
PayorsPartners
ENVOYHEALTH
SERVICES
7. Confidential
Diplomat controls the journey of a specialty patient
6
Patient
Physician
Payor
Patient
Patient visits
physician
Payor approves script
Diplomat monitors adherence and
collects data for manufacturers
Diplomat
dispenses drug
Diplomat provides:
Benefit verification
Prior authorization
Clinical intervention
Physician
writes script
Patient
receives
drugs
8. Confidential
7
Specialty spend under pharmacy benefit to grow ~5x(1)
Specialty pharmacy industry continues to show
exceptional growth
Specialty share of spend growing dramatically(1)
Specialty continues to dominate top 10 drug spend(1)
Source:
(1) The 2017 Economic Report on Retail, Mail, and Specialty Pharmacies – February 2017
7 out of top 10 9 out of top 10
2014A 2020E
83%
17%
28%
72%
42%
58%
Diplomat 2%
$50 billion $240 billion
2011A 2021E
Traditional
2011A 2016A 2021E
Specialty
9. Confidential
Limited distribution a central and growing theme in specialty
8
Benefits to DiplomatBenefits to biotech / pharma
Completely eliminate or reduce
reliance on wholesaler
Real-time clinical data
Commercialization assistance
Improves appropriate utilization
Barrier to entry
Deeper, and earlier, partnerships with
pharma / biotech
Increased value proposition to payors
Market share opportunity
Portfolio of ~100 limited distribution drugs, comprising approximately 45%
of revenue in 2015, and well positioned for disproportionate growth from
future drug approvals
Recent unique limited panels…Diplomat exclusive or semi-exclusive
What is limited distribution?
Targeted channel strategy
Provides certain specialty pharmacies
with exclusive or preferred
dispensing rights to certain drugs
Fast-growing trend
(2013)(2012) (2015)
Traditional:
Limited:
Manufacturer Multiple Wholesalers 65,000 Pharmacies Patient
Manufacturer One/few pharmacies Patient
DPLO EXCLUSIVE DPLO LARGEST OF 4 DPLO 1 of 4
(2016)
DPLO 1 of 4
10. Confidential
9
Unique competitive position
LARGE PBM / RETAIL
PHARMACY
SMALLER SPECIALTY
PHARMACIES
Diversification
distracts from
specialty pharmacy
Less flexible / less
nimble
Limited scale
Most focused on one
or a few disease
states
Fragmented market
Consolidation
opportunity for
Diplomat
Singularly focused
on specialty
High-touch model
Flexible and nimble
Entrepreneurial
culture
National reach
Scalable
infrastructure
Acquired
Feb 2016
Acquired
2013-2017
Acquired
Sept 2016
11. Confidential
Legal and Regulatory Strategies for combating DIR fees
• Proposed legislation – already in House and Senate to prevent
DIR Fees being implemented in current fashion
• Multiple industry stakeholders reviewing other legislative options
• Direct discussion with CMS to control PBM interpretations of
DIR language
• Legal challenges being reviewed by multiple SP groups and
stakeholders
10
12. Confidential
Growth Strategy
• Grow our oncology and infusion businesses with increased
access to drugs and broader geographic reach
• Enhance our pharma service offering and HUB services
• Expansion of direct contracts with payors
• Contract with manufacturer partners to insure the highest
service levels for patients, physicians, and health plans
• Continue to selectively pursue strategic M&A opportunities
11
13. Confidential
12
Future M&A criteria
When considering acquisitions, we look for targets that will potentially benefit Diplomat in one or
more of the following ways:
Expand into new therapeutic areas and/or geographic regions
Enhance clinical capabilities to improve competitive advantage
Access to Limited Distribution drugs
Access to new/expanded specialty prescriber base
Accelerate our higher margin business opportunities
Bring new services and technologies under our umbrella
Makes DPLO better, not just bigger
15. Confidential
Traditional Drug Specialty Drug A Specialty Drug B Specialty Drug C Specialty Drug B
(10% price incr.)
Revenue $100 $3,700 $10,000 $27,000 $11,000
Gross Profit ($) $10 $185 $400 $810 $440
Gross Margin (%) 10% 5% 4% 3% 4%
14
Revenue
Payors
Distributors /
pharmaceutical
manufacturers
Patient
Diplomat
COGS
Physical drug movement
$ flows
How we make money and grow profitability(Illustrative example)
How we make money
Drug mix and positive pricing trends are tremendous profit tailwinds for Diplomat
Inflation
Impact
Diplomat mix shift movement over time
Our core
focus
$342
Diplomat’s 4Q’16 Average*
(AWP – Y%)
(WAC – X%)
Note AWP = WAC x 1.20
(1)
(1)
Example:
AWP $11,905 - 16% = $10,000 Revenue
WAC $9,921 - 3% = $9,600 COGS
$400 Gross Profit
4% Gross Margin
16. Confidential
$987
$1,145
4Q15A 4Q16A
15
Normalized Fourth Quarter 2016 Results
(1) Based on dispensed scripts only.
(2) Gross profit / net sales (i.e., based on dispensed and serviced scripts).
(3) 4Q16 includes a $4.7 million impairment expense to write down related to Physician Resource Management
Revenue
Adjusted
EBITDA
margin 2.8%
Adjusted EBITDA
Gross Profit /Script
($ in millions)
($ in millions)
2.3%
7.3%7.8%
(1)
Gross
margin
(2)
(3)
$312
$342
4Q15A 4Q16A
$3.6
-$1.1
4Q15A 4Q16A
Net Income (Loss)
($ in millions)
$28.1
$26.1
4Q15A 4Q16A
17. Confidential
$8
$15 $11
$19
$35
$95
$107
2010A 2011A 2012A 2013A 2014A 2015A 2016A
Strong long-term financial performance…
Adjusted EBITDA
2010 – 2016
Total Revenue
2010 – 2016
% margin
% growth
($ in millions)
% growth
($ in millions)
Pre-IPO infrastructure investments
Volume, price and mix all driving superior revenue growth
Natural operating leverage and acquisitions driving EBITDA growth
53%
27%
Note: Historical financials are not pro forma for any acquisitions.
$578 $772
$1,127
$1,515
$2,215
$3,367
$4,410
2010A 2011A 2012A 2013A 2014A 2015A 2016A
34% 46% 34% 46% 52% 31%
96% (28%) 75% 85% 170% 13%
1.3% 2.0% 1.0% 1.3% 1.6% 2.8% 2.4%
16
18. Confidential
17
… with continued growth in profitability
Gross Profit / Script (1)
2010 – 2016
Note: Financials are not pro forma for acquisitions.
(1) Based on dispensed scripts only.
(2) Gross profit / net sales (i.e., based on dispensed and serviced scripts).
% growth 12% 20%31% 4%
% margin 7.1% 5.9%7.3% 6.2%
Several factors drive growth in our Gross Profit / Script(1):
Continued mix shift towards higher price, higher profit drugs (including acquisitions)
Favorable pricing trends
(2)
Gross margin expansion opportunities:
Recent acquisitions with higher gross margins (%)
Pharma services opportunities
Specialty generics and biosimilars (longer term)
44%
6.3%
68%
7.8%
16%
7.4%
$71
$93 $97
$116
$167
$280
$325
2010A 2011A 2012A 2013A 2014A 2015A 2016A
19. Confidential
18
Components of Quarterly Revenue Growth
($ in millions)
QuarterlyRevenue
• Price inflation comprised
4% of revenue in 4Q16
after four straight quarters
of contributing 6%
Diplomat’s 2017 outlook
assumes inflation will
moderate in 2017
• Chronic disease expertise
provides an annuity-like
revenue base
Limited distribution
leadership and rich drug
pipeline driving revenue
growth from new drugs
20. Confidential
19
Annual Revenue by Drug Year Launch
$1.5B
$2.2B
$3.3B
5%
18%
3%
16%
95%
$1.4B
77%
$1.7B
63%
$2.1B
21%
2%
$4.4B
19%
13%
8%
4%
61%
$2.7B
• Drugs across all launch years
continue to grow over time
• 2012 and prior drugs have
grown 93% from 2013 to 2016
• Pipeline remains an important
element of near-term and long-
term growth; existing drugs will
also contribute meaningfully
21. Confidential
20
Balance Sheet / Cash Flow snapshot
($ in millions)
(1) Includes $6mm in cash-based contingent consideration
(2) ProForma to include 12 months of TNH
2016 2015
Cash $8 $28
Total Debt $150 $119
(1)
Shareholders’ equity $614 $516
Net Debt/ProForma TTM EBITDA(2) ~1.0x ~.8x
Cash Flow From Operations (period ended) $31 $29
December 31,December 31,
23. Confidential
22
Revenue by Therapeutic Class
($ in millions)
2015
% of
Total 2014 2013
Oncology 1,432,091$ 43% 1,068,751$ 736,987$
Hepatitis 520,771 15% <10% <10%
Immunology 510,708 15% 438,145 378,685
Infusion 374,884 11% <10% <10%
Multiple Sclerosis <10% N/A 226,805 169,470
Other (none greater than 10% in the period) 528,177 16% 481,255 229,997
3,366,631$ 2,214,956$ 1,515,139$
Limited distribution drug % of total 45% 44% 40%
24. Confidential
Acquired Company Consideration Rationale
February 1, 2017
• $20M gross purchase price
• $16M cash, $4M earn-out
• ~6.7x CY 2016 EBITDA
• Hemophilia focused specialty pharmacy and infusion services company
• Strengthens Diplomat’s footprint in key geographic markets (New York and Houston)
• Revenue synergy opportunities
June 1, 2016
• $75M gross purchase price
• $65M cash, $10M stock
• ~8.0x CY 2015 EBITDA
• Oncology focused specialty pharmacy; 22 LDs
• Strengthens Diplomat’s footprint in key geographic markets (California and Texas)
• Revenue synergy opportunities
• Promising proprietary technology; some components of TNH’s portal can be
leveraged across Diplomat’s platform
June 19, 2015
• $87M gross purchase price*
• $77M cash*, $10M stock
• ~4.2x CY 2014 EBITDA
• Hep C dominance in Mid Atlantic
• Proprietary technology (HealthTrac) with applicability across Diplomat’s Hep C
platform
• Proven management team
• 50 year old company, run by 2nd generation pharmacist
• No marketed sales process
April 1, 2015
• $272M adjusted purchase price* (~$50M
tax benefit)
• $217M cash*, $105M stock
• ~11.8x CY 2014 EBITDA
• One year earnout of 1.35M shares (all
stock)
• Adds significant scale to specialty infusion business
• Provides ability to compete for national contracts
• Increases exposure to higher margin businesses
• Addition of new disease states, therapeutic categories & 5 new LD’s
Recent Acquisitions
23
* Value includes closing working capital adjustments
25. Confidential
Calendar year ending December 31,
($ in millions) 4Q'16A 4Q'15A 2016A 2015A 2014A 2013A 2012A 2011A 2010A
Net income (loss) attributable to Diplomat ($1.1) $3.6 $28.3 $25.8 $4.8 ($26.1) ($2.6) $9.2 ($7.8)
Depreciation & Amortization $14.0 $10.0 $50.0 $30.8 $8.1 $3.9 $3.8 $3.1 $2.2
Interest Expense $1.8 $1.5 $6.6 $5.2 $2.5 $2.0 $1.1 $0.6 $0.5
Income tax expense $1.8 $2.3 $11.2 $16.2 $4.7 - - - -
EBITDA $16.4 $17.3 $96.1 $78.1 $20.1 ($20.2) $2.3 $12.8 ($5.2)
Share-based compensations expense $0.9 $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 $4.7 - $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 $1.0 $0.1 $1.1 $0.5 $0.4 $0.2 $0.4 $0.7 -
Merger and acquisition related expenses $0.3 $8.8 ($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 $2.8 $0.4 $4.0 $1.5 $1.4 $0.7 $0.1 $0.2 ($0.0)
Adjusted EBITDA $26.1 $28.1 $107.4 $95.0 $35.2 $19.0 $10.9 $15.1 $7.7
Reconciliation of Net income (loss) and Adjusted EBITDA
24
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Note: Financials are not pro forma for acquisitions.
Detailed footnotes on the following page.
26. Confidential
Reconciliation of Net income (loss) and Adjusted EBITDA
25
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. Q4 2016 charge primarily related to an impairment to write down our cost method investment in Physician Resource Management, LLC
(“PRM”). The full year 2016 includes both the impairment of 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) Includes other expenses, predominantly option redemption payroll taxes and 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. Q4 2016
includes $2.4 million of inventory loss due to a cooler failure.