Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Diplomat Pharmacy, Inc. | |
Entity Central Index Key | 1,610,092 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 65,977,282 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and equivalents | $ 14,684 | $ 27,600 |
Accounts receivable, net | 268,419 | 254,682 |
Inventories | 181,014 | 165,950 |
Deferred income taxes | 18,007 | 5,311 |
Prepaid expenses and other current assets | 10,153 | 7,427 |
Total current assets | 492,277 | 460,970 |
Property and equipment, net | 17,479 | 16,538 |
Capitalized software for internal use, net | 39,770 | 37,250 |
Goodwill | 256,318 | 256,318 |
Definite-lived intangible assets, net | 216,810 | 224,644 |
Investment in non-consolidated entity | 4,959 | 4,959 |
Other noncurrent assets | 874 | 900 |
Total assets | 1,028,487 | 1,001,579 |
Current liabilities: | ||
Accounts payable | 291,706 | 296,587 |
Short-term debt, including current portion of long-term debt | 6,000 | 6,000 |
Accrued expenses: | ||
Contingent consideration | 42,594 | 52,665 |
Compensation and benefits | 7,905 | 5,563 |
Other | 14,337 | 11,087 |
Total current liabilities | 362,542 | 371,902 |
Long-term debt, less current portion | 105,449 | 106,706 |
Deferred income taxes | 10,851 | 7,425 |
Total liabilities | $ 478,842 | $ 486,033 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock (10,000,000 shares authorized; none issued and outstanding) | ||
Common stock (no par value; 590,000,000 shares authorized; 64,594,025 and 64,523,864 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively) | $ 452,234 | $ 451,620 |
Additional paid-in capital | 30,620 | 29,221 |
Retained earnings | 63,462 | 31,130 |
Total Diplomat Pharmacy shareholders' equity | 546,316 | 511,971 |
Noncontrolling interests | 3,329 | 3,575 |
Total shareholders' equity | 549,645 | 515,546 |
Total liabilities and shareholders' equity | $ 1,028,487 | $ 1,001,579 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets (Unaudited) | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
Common shares, authorized shares | 590,000,000 | 590,000,000 |
Common shares, issued shares | 64,594,025 | 64,523,864 |
Common shares, outstanding shares | 64,594,025 | 64,523,864 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements of Operations (Unaudited) | ||
Net sales | $ 995,870 | $ 624,883 |
Cost of products sold | (916,632) | (583,741) |
Gross profit | 79,238 | 41,142 |
Selling, general and administrative expenses | (54,194) | (36,304) |
Income from operations | 25,044 | 4,838 |
Other (expense) income: | ||
Interest expense | (1,434) | (321) |
Other | 107 | 105 |
Total other expense | (1,327) | (216) |
Income before income taxes | 23,717 | 4,622 |
Income tax expense | (8,534) | (1,950) |
Net income | 15,183 | 2,672 |
Less net loss attributable to noncontrolling interest | (246) | (186) |
Net income (loss) attributable to Diplomat Pharmacy, Inc. | $ 15,429 | $ 2,858 |
Net income (loss) per common share: | ||
Basic (in dollars per share) | $ 0.24 | $ 0.06 |
Diluted (in dollars per share) | $ 0.23 | $ 0.05 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 64,539,161 | 51,813,464 |
Diluted (in shares) | 67,844,937 | 54,760,853 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 15,183 | $ 2,672 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 10,119 | 2,806 |
Changes in fair values of contingent consideration | (9,071) | 328 |
Contingent consideration payments | (400) | (300) |
Net provision for doubtful accounts | 2,246 | 230 |
Share-based compensation expense | 1,503 | 562 |
Deferred income tax expense | 7,633 | 2,159 |
Excess tax benefits related to share-based awards | (1,799) | |
Amortization of debt issuance costs | 285 | 75 |
Other | 1 | 210 |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Accounts receivable | (15,983) | (9,498) |
Inventories | (14,912) | 931 |
Accounts payable | (4,881) | (4,120) |
Other assets and liabilities | 2,698 | 1,647 |
Net cash used in operating activities | (5,579) | (4,097) |
Cash flows from investing activities: | ||
Expenditures for capitalized software for internal use | (4,432) | (3,444) |
Expenditures for property and equipment | (1,316) | (475) |
Other | 1 | 8 |
Net cash used in investing activities | (5,747) | (3,911) |
Cash flows from financing activities: | ||
Payments on long-term debt | (1,500) | |
Contingent consideration payment | (600) | (700) |
Proceeds from issuance of stock upon stock option exercises | 510 | |
Proceeds from follow-on public offering, net of transaction costs | 187,281 | |
Payments made to repurchase stock options | (36,298) | |
Excess tax benefits related to share-based awards | 1,799 | |
Payments of debt issuance costs | (13) | |
Net cash (used in) provided by financing activities | (1,590) | 152,069 |
Net (decrease) increase in cash and equivalents | (12,916) | 144,061 |
Cash and equivalents at beginning of period | 27,600 | 27,600 |
Cash and equivalents at end of period | 14,684 | 162,018 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 875 | 212 |
Cash paid for income taxes | $ 443 | $ 46 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Common stock | Additional Paid-in Capital | Retained Earnings | Diplomat Pharmacy, Inc. Shareholders' Equity | Noncontrolling Interest | Total |
Balance at the beginning of the period at Dec. 31, 2015 | $ 451,620 | $ 29,221 | $ 31,130 | $ 511,971 | $ 3,575 | $ 515,546 |
Balance at the beginning of the period (in shares) at Dec. 31, 2015 | 64,523,864 | 64,523,864 | ||||
Changes in Shareholders' Equity (Deficit) | ||||||
Net income (loss) | 15,429 | 15,429 | (246) | $ 15,183 | ||
Stock issued upon stock option exercises | $ 614 | (104) | 510 | 510 | ||
Stock issued upon stock option exercises (in shares) | 70,161 | |||||
Share-based compensation expense | 1,503 | 1,503 | 1,503 | |||
Balance at the end of the period at Mar. 31, 2016 | $ 452,234 | $ 30,620 | 63,462 | 546,316 | $ 3,329 | $ 549,645 |
Balance at the end of the period (in shares) at Mar. 31, 2016 | 64,594,025 | 64,594,025 | ||||
Changes in Shareholders' Equity (Deficit) | ||||||
Adoption of ASU 2016-09 (Note 3) | $ 16,903 | $ 16,903 | $ 16,903 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Diplomat Pharmacy, Inc. and its consolidated subsidiaries (the “Company”) operate a specialty pharmacy business which stocks, dispenses and distributes prescriptions for various biotechnology and specialty pharmaceutical manufacturers. Its primary focus is on medication management programs for individuals with complex chronic diseases, including oncology, immunology, hepatitis, multiple sclerosis, HIV, specialized infusion therapy and many other serious and/or long-term conditions. The Company has its corporate headquarters and main distribution facility in Flint, Michigan and maintains 16 other pharmacy locations in Arizona, California, Connecticut, Florida, Illinois, Iowa, Maryland, Massachusetts, Michigan, Minnesota, North Carolina, Ohio and Pennsylvania. The Company also has centralized call centers to effectively deliver services to customers located in all 50 states in the United States of America (“U.S.”) and U.S. territories. The Company operates as one reportable segment. Follow-On Public Offering In March 2015, the Company completed a follow-on public offering in which 9,821,125 shares of common stock were sold at a public offering price of $29.00 per share. The Company sold 6,821,125 shares of common stock and certain shareholders sold 3,000,000 shares of common stock. The Company did not receive any proceeds from the sale of common stock by the shareholders. The Company received net proceeds of $187,281. The Company used $36,298 of the net proceeds to repurchase options to purchase common stock held by a number of current and former employees, including certain executive officers, with the remainder of the proceeds used to pay a portion of the cash consideration for the BioRx, LLC (“BioRx”) acquisition (Note 4). The purchase price for each stock option repurchased was based on the public offering price per share, net of the underwriting discount and exercise price. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION Interim Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations, cash flows and changes in shareholders’ equity. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 29, 2016. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The condensed consolidated financial statements include the accounts of Diplomat Pharmacy, Inc., its wholly-owned subsidiaries, and a 51%-owned subsidiary, formed in August 2014, which the Company controls (see Note 6). An investment in an entity in which the Company owns less than 20% and does not have the ability to exercise significant influence is accounted for under the cost method . N oncontrolling interest in a consolidated subsidiary in the condensed consolidated balance sheets represents the minority shareholders’ proportionate share of the equity in such subsidiary. Consolidated net income (loss) is allocated to the Company and noncontrolling interests (i.e., minority shareholders) in proportion to their percentage ownership. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. Inventories Inventories consist of prescription and over-the-counter medications and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Prescription medications are returnable to the Company’s vendors and fully refundable before six months of expiration, and any remaining expired medication is relieved from inventory on a quarterly basis. Revenue Recognition The Company recognizes revenue from prescription drug sales for home delivery at the time the drugs are shipped. At the time of shipment, the Company has performed substantially all of its obligations under its payor contracts and does not experience a significant level of returns or reshipments. Revenues from dispensing specialty prescriptions that are picked up by patients at an open door or retail pharmacy location are recorded at prescription adjudication, which approximates the fill date. Sales taxes are presented on a net basis (excluded from revenues and costs). Revenues generated from prescription drug sales were $990,011 and $621,721 for the three months ended March 31, 2016 and 2015, respectively . The Company recognizes revenue from service, data and consulting services when the services have been performed and the earnings process is therefore complete. Revenues generated from service, data and consulting services were $5,859 and $3,162 for the three months ended March 31, 2016 and 2015, respectively. Accounting Standards Update (“ASU”) Adoption — Debt Issuance Cost Presentation In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03 , Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), and, in August 2015, the FASB issued ASU No. 2015-15 , Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-15 then clarified that the SEC staff would not object to debt issuance costs related to a line-of-credit arrangement being presented as an asset on the balance sheet, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASUs were effective for annual periods beginning after December 15, 2015, and for interim periods within those annual periods. Upon adoption, these ASUs are to be applied on a retrospective basis and disclosed as a change in an accounting principle. Effective January 1, 2016, the Company adopted the accounting guidance contained within ASU 2015-03 and 2015-15. The following December 31, 2015 condensed consolidated balance sheet line items were adjusted due to this adoption: As Previously Reported Adjustment As Adjusted Other noncurrent assets $ $ ) $ Total assets ) Long-term debt, less current portion ) Total liabilities ) Total liabilities and shareholders’ equity ) ASU Adoption — Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-09 , Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) . The intent of ASU 2016-09 is to simplify several aspects of the accounting for employee share-based payment award transactions, including: recognition of excess tax benefits irrespective of whether the benefit reduces taxes payable in the current period; recognition of excess tax benefits as a reduction to income taxes on the statement of operations; changes to the determination of award classification as being either an equity or liability award; and the cessation of classifying excess tax benefits as a decrease to operating cash flows and an increase to financing cash flows on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted . Effective January 1, 2016, the Company adopted the accounting guidance contained within ASU 2016-09. As a result, the Company recorded a $16,903 current deferred tax asset and a $16,903 increase to retained earnings on January 1, 2016 to recognize the Company’s excess tax benefits that existed as of December 31, 2015 (modified retrospective application). Beginning January 1, 2016, the Company recognizes all newly arising excess tax benefits as a reduction to income tax expense in its condensed consolidated statement of operations, which resulted in the Company’s recognition of a $514 benefit to income tax expense during the three months ended March 31, 2016. Also beginning January 1, 2016, the Company elected the prospective transition method such that excess tax benefits will no longer be reflected as a decrease to cash flows from operating activities and as an increase to cash flows from financing activities on the condensed consolidated statement of cash flows. Finally, effective January 1, 2016, the Company elected to account for share-based compensation forfeitures when they occur. There was no impact of this election because prior to the adoption the Company did not have adequate historical information to estimate forfeitures. No prior period amounts have been adjusted as a result of this adoption. ASU Adoption — Transition to the Equity Method of Accounting In March 2016, the FASB issued ASU No. 2016-07 , Investments — Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), eliminating the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. Instead, ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required . ASU 2016-07 is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted . Effective January 1, 2016, the Company adopted the accounting guidance contained within ASU 2016-07. There was no current impact to the Company as a result of this adoption. New Accounting Pronouncements I n May 2014, the FASB issued ASU No. 2014-9 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will supersede the existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 focuses on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of the new standard is for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. In July 2015, the FASB issued ASU No. 2015-14 , Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017 for public entities. ASU 2014-09 may be applied either retrospectively or as a cumulative effect adjustment as of the date of adoption. Early adoption is not permitted. The Company is currently assessing the method under which it will adopt and the potential impact of adopting ASU 2014-09 on its financial position, results of operations, cash flows and/or disclosures , although the Company does not expect the impact to be significant. In July 2015, the FASB issued ASU No. 2015-11 , Inventory (Topic 330): Simplifying the Measurement of Inventory , requiring that inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures. In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , eliminating the current requirement for companies to present deferred tax assets and liabilities as current and noncurrent. Instead, companies will be required to classify all deferred tax assets and liabilities as noncurrent. This ASU is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. The adoption of this guidance will result in a balance sheet reclassification and require related disclosure revisions in the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) , requiring lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at lease commencement date. This ASU is effective for annual periods beginning on or after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating whether to early adopt and the impact that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 3 Months Ended |
Mar. 31, 2016 | |
BUSINESS ACQUISITIONS | |
BUSINESS ACQUISITIONS | 4. BUSINESS ACQUISITIONS The Company accounts for its business acquisitions using the acquisition method as required by FASB Accounting Standards Codification Topic 805, Business Combinations . The Company ascribes significant value to the synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. The Company’s business acquisitions described below, except for one subsidiary of BioRx, were treated as asset purchases for income tax purposes and the related goodwill resulting from these business acquisitions is deductible for income tax purposes. The results of operations for acquired businesses are included in the Company’s consolidated financial statements from their respective acquisition dates. The assets acquired and liabilities assumed in the business combinations described below, including identifiable intangible assets, were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm. These estimates included, but were not limited to, the cash flows that an asset is expected to generate in the future, and the cost savings expected to be derived from acquiring an asset, discounted at rates commensurate with the risks and uncertainties involved. For acquisitions that involved contingent consideration, the Company recognized a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The estimate of fair value of a contingent consideration obligation required subjective assumptions to be made regarding future business results, discount rates and probabilities assigned to various potential business result scenarios. Burman’s Apothecary, LLC On June 19, 2015, the Company acquired all of the outstanding equity interests of Burman’s Apothecary, LLC (“Burman’s”). Burman’s, located in the greater Philadelphia, Pennsylvania area, is a provider of individualized patient care with a primary focus on hepatitis C. The Company acquired Burman’s to further expand its existing hepatitis business, to gain access to proprietary technology and to increase its national presence. The following table summarizes the consideration transferred to acquire Burman’s: Cash $ 253,036 restricted common shares $ The above share consideration at closing is based on 253,036 shares, in accordance with the purchase agreement, multiplied by the per share closing market price as of June 18, 2015 ($42.06) and multiplied by 90% to account for the restricted nature of the shares. Approximately $5,000 of the purchase consideration was deposited into an escrow account to be held for two years after the closing date to satisfy any of the Company’s indemnification claims. The following table summarizes the preliminary fair values of identifiable assets acquired and liabilities assumed at the acquisition date: Accounts receivable $ Inventories Prepaid expenses and other current assets Property and equipment Capitalized software for internal use Definite-lived intangible assets Accounts payable ) Accrued expenses — compensation and benefits ) Accrued expenses — other ) Total identifiable net assets Goodwill $ Definite-lived intangible assets that were acquired and their respective useful lives are as follows: Useful Life Amount Physician relationships 10 years $ Non-compete employment agreements 5 years Favorable supply agreement 1 year $ BioRx On April 1, 2015, the Company acquired BioRx, a highly specialized pharmacy and infusion services company based in Cincinnati, Ohio that provides treatments for patients with ultra-orphan and rare, chronic diseases, predominately in the home, and often via intravenous infusion. The Company acquired BioRx to further expand its existing specialty infusion business and to increase its national presence. The following table summarizes the consideration transferred to acquire BioRx: Cash $ 4,038,853 restricted common shares Contingent consideration at fair value $ The above share consideration at closing is based on 4,038,853 shares, in accordance with the purchase agreement, multiplied by the per share closing market price as of March 31, 2015 ($34.58) and multiplied by 90% to account for the restricted nature of the shares. The purchase price included a contingent consideration arrangement that requires the Company to issue up to 1,350,309 shares of its restricted common stock, as computed in accordance with the purchase agreement, to the former holders of BioRx’s equity interests based upon the achievement of a certain earnings before interest, taxes, depreciation and amortization target in the 12-month period ending March 31, 2016. An independent valuation firm assisted with the Company’s determination of the fair value of the contingent consideration utilizing a Monte Carlo simulation. The fair values of this contingent consideration liability were $36,992 and $46,208 as of March 31, 2016 and December 31, 2015, respectively. The Company issued these contingent consideration shares in full on April 1, 2016. Approximately $10,000 of the purchase consideration was deposited into an escrow account to be held for two years after the closing date to satisfy any of the Company’s indemnification claims. The Company incurred acquisition-related costs of $1,071 which were charged to “Selling, general and administrative expenses” during the three months ended March 31, 2015. The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the acquisition date: Cash and cash equivalents $ Accounts receivable Inventories Deferred income taxes Prepaid expenses and other current assets Property and equipment Definite-lived intangible assets Other noncurrent assets Accounts payable ) Accrued expenses — compensation and benefits ) Accrued expenses — other ) Deferred income taxes ) Total identifiable net assets Goodwill $ Definite-lived intangible assets that were acquired and their respective useful lives are as follows: Useful Life Amount Patient relationships 10 years $ Non-compete employment agreements 5 years Trade names and trademarks 8 years $ |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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, a three-tier fair value hierarchy was established, 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 in which there is little or no market data, which require the reporting entity to develop its own assumptions. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: A. Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. B. Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). C. Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models). The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and disclosed at fair value on a recurring basis at March 31, 2016 and December 31, 2015: Asset / Valuation (Liability) Level 1 Level 3 Technique March 31, 2016: Contingent consideration $ ) $ ) $ ) A, C December 31, 2015: Contingent consideration $ ) $ — $ ) C The following table sets forth a roll forward of the Level 3 measurements: Contingent Consideration Balance at January 1, 2016 $ ) Change in fair value Payment Transfer to Level 1 ) Balance at March 31, 2016 $ ) The transfer of contingent consideration to a Level 1 measure during the period ended March 31, 2016 represents the conclusion of the earn-out period such that the March 31, 2016 balance is based solely on Level 1 inputs. The carrying amounts of the Company’s financial instruments, consisting primarily of cash and cash equivalents, accounts receivable, accounts payable and other liabilities, approximate their estimated fair values due to the relative short-term nature of the amounts. The carrying amount of debt approximates fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing. |
DEFINITE-LIVED INTANGIBLE ASSET
DEFINITE-LIVED INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
DEFINITE-LIVED INTANGIBLE ASSETS | |
DEFINITE-LIVED INTANGIBLE ASSETS | 6. DEFINITE-LIVED INTANGIBLE ASSETS At March 31, 2016 and December 31, 2015, definite-lived intangible assets consist of the following: March 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patient relationships $ $ ) $ $ $ ) $ Non-compete employment agreements ) ) Trade names and trademarks ) ) Physician relationships ) ) Software licensing agreement — — Intellectual property — — Favorable supply agreement ) ) $ $ ) $ $ $ ) $ On August 28, 2014, the Company and two unrelated third party entities entered into a contribution agreement to form a new company, Primrose Healthcare, LLC (“Primrose”). Primrose functions as a management company, managing a network of physicians and medical professionals providing continuum care for patients infected with the hepatitis C virus. The Company contributed $5,000 for its 51% ownership interest, of which $2,000 and $3,000 were contributed during the years ended December 31, 2015 and 2014, respectively. The unrelated third party entities contributed a software licensing agreement valued at $2,647 and intellectual property valued at $2,157. No amortization related to these intangibles has been recorded as the entity has yet to recognize any revenue. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
DEBT | |
DEBT | 7. DEBT On April 1, 2015, the Company entered into a Second Amended and Restated Credit Agreement with Capital One, as agent and as a lender, the other lenders party thereto and the other credit parties party thereto, providing for a line of credit of $175,000, a fully drawn Term Loan A for $120,000 and a deferred draw term loan for an additional $25,000 (collectively, the “credit facility”). The credit facility matures April 1, 2020 and also provides for the issuance of letters of credit up to $10,000 and swingline loans up to $15,000, the issuance and incurrence of which will reduce the availability under the line of credit. The Company had $115,500 and $117,000 outstanding on Term Loan A as of March 31, 2016 and December 31, 2015, respectively. Unamortized debt issuance costs of $4,051 and $4,294 as of March 31, 2016 and December 31, 2015, respectively, are presented in the condensed consolidated balance sheets as direct deductions from the outstanding debt balances (see Note 3). The Company had no borrowings outstanding on its line of credit at either March 31, 2016 or December 31, 2015. The Company had $175,000 and $166,691 available to borrow on its line of credit at March 31, 2016 and December 31, 2015, respectively. At March 31, 2016, the Company’s Term Loan A interest rate options were (i) LIBOR (as defined) plus 2.50% or (ii) Base Rate (as defined) plus 1.50%, and the Company’s line of credit and swingline loan interest rate options were (i) LIBOR (as defined) plus 2.00% or (ii) Base Rate (as defined) plus 1.00%. The Company’s Term Loan A interest rate was 3.02% and 2.74% at March 31, 2016 and December 31, 2015, respectively. The Company is charged a monthly unused commitment fee ranging from 0.25% to 0.50% on its average unused daily balance on its $175,000 line of credit and on its $25,000 deferred draw term loan. The Company’s credit facility contains certain financial and non-financial covenants. The Company was in compliance with all such covenants as of March 31, 2016 and December 31, 2015. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 8. SHARE-BASED COMPENSATION A summary of the Company’s stock option activity as of and for the three months ended March 31, 2016 is as follows: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Life Value (Years) Outstanding at January 1, 2016 $ $ Granted Exercised ) Expired/cancelled ) Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ The Company recorded share-based compensation expense associated with stock options of $1,432 and $525 for the three months ended March 31, 2016 and 2015, respectively. The Company recorded share-based compensation expense associated with restricted stock awards of $71 and $37 for the three months ended March 31, 2016 and 2015, respectively. The Company granted service-based awards of 220,000 options to purchase common stock to key employees under its 2014 Omnibus Incentive Plan during the three months ended March 31, 2016. The options become exercisable in installments of 25% per year, beginning on the first anniversary of the grant date and each of the three anniversaries thereafter, and have a maximum term of ten years. The Company also granted performance-based awards of 381,532 options to purchase common stock to key employees under its 2014 Omnibus Incentive Plan during the three months ended March 31, 2016. Such options will be earned or forfeited based upon the Company’s performance relative to specified revenue and adjusted earnings before interest, taxes, depreciation and amortization goals for the year ended December 31, 2016. The earned options, if any, will vest in four installments of 25%, with the first installment vesting upon the earlier of the date that the Company files its Annual Report on Form 10-K or Audit Committee confirmation of the satisfaction of the applicable performance goals, and the remaining installments vesting annually thereafter. These options also have a maximum term of ten years. The 601,532 options to purchase common stock that were granted during the three months ended March 31, 2016 have a weighted average grant date fair value of $7.54 per option. The grant date fair values of these stock option awards were estimated using the Black-Scholes-Merton option pricing model using the assumptions set forth in the following table : Exercise price $25.92 - $35.62 Expected volatility 24.47% - 24.76% Expected dividend yield Risk-free rate over the estimated expected life 1.39% - 1.64% Expected life (in years) Estimating grant date fair values for employee stock options requires management to make assumptions regarding expected volatility of value of those underlying shares, the risk-free rate over the expected life of the stock options and the date on which share-based payments will be settled. Expected volatility is based on an implied volatility for a group of industry-relevant healthcare companies as of the measurement date. Risk-free rate is determined based upon U.S. Treasury rates over the estimated expected option lives. Expected dividend yield is zero as the Company does not anticipate that any dividends will be declared during the expected term of the options. The expected term of options granted is calculated using the simplified method (the midpoint between the end of the vesting period and the end of the maximum term) because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its awards have been outstanding. If actual results differ significantly from these estimates and assumptions, share-based compensation expense and excess tax benefits, primarily with respect to future share-based awards, could be materially impacted. In March 2015, the Company repurchased vested stock options to buy 1,641,387 shares of common stock from certain current employees, including certain executive officers, for cash consideration totaling $36,298. All repurchased stock options were granted under the Company’s 2007 Stock Option Plan. No incremental compensation expense was recognized as a result of these repurchases. For U.S. GAAP purposes, share-based compensation expense associated with stock options is based upon recognition of the grant date fair value over the vesting period of the option. For income tax purposes, share-based compensation tax deductions associated with non-qualified stock option exercises and repurchases are based upon the difference between the stock price and the exercise price at time of exercise or repurchase. Prior to the Company’s adoption of ASU 2016-09 (see Note 3), in instances where share-based compensation expense for tax purposes was in excess of share-based compensation expense for U.S. GAAP purposes, which has predominately been the case for the Company, U.S. GAAP required that the tax benefit associated with this excess expense be recorded to shareholders’ equity to the extent that it reduced cash taxes payable. During the three months ended March 31, 2015, the Company recorded excess tax benefits related to share-based awards of $1,799 as an increase to shareholders’ equity. Prior to the Company’s adoption of ASU 2016-09 (see Note 3), U.S. GAAP also required that excess tax benefits related to share-based awards be reported as a decrease to cash flows from operating activities and as an increase to cash flows from financing activities. The Company reported $1,799 of excess tax benefits related to share-based awards as a decrease to cash flows from operating activities and as an increase to cash flows from financing activities for the three months ended March 31, 2015. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
CONTINGENCIES | |
CONTINGENCIES | 9. CONTINGENCIES The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. Management believes that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2016 | |
INCOME PER COMMON SHARE | |
INCOME PER COMMON SHARE | 10. INCOME PER COMMON SHARE The following table sets forth the computation of basic and diluted income per common share: Three Months Ended March 31, 2016 2015 Numerator: Net income attributable to Diplomat Pharmacy, Inc. $ $ Denominator: Weighted average common shares outstanding, basic Weighted average dilutive effect of stock options and restricted stock awards Weighted average dilutive effect of contingent consideration — Weighted average common shares outstanding, diluted Net income per common share: Basic $ $ Diluted $ $ Stock options to purchase a weighted average of 1,369,375 common shares were excluded from the computation of diluted weighted average common shares outstanding for the three months ended March 31, 2016 as inclusion of such options would be anti-dilutive. Performance-based stock options to purchase up to a weighted average of 46,119 and 287,192 common shares were excluded from the computation of diluted weighted average common shares outstanding for the three months ended March 31, 2016 and 2015, respectively, as all performance conditions were not satisfied. All outstanding restricted stock awards were dilutive for the three months ended March 31, 2016 and 2015. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2016 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENT | 11. SUBSEQUENT EVENT On April 28, 2016, the Company signed a definitive agreement (“Agreement”) to acquire Valley Campus Pharmacy, Inc., doing business as TNH Advanced Specialty Pharmacy (“TNH”). TNH, a specialty pharmacy based in Van Nuys, California, provides medication management programs for individuals with complex chronic diseases, including oncology, hepatitis, immunology and other serious and/or long-term conditions . Under the terms of the Agreement, the Company will purchase TNH for $65,000 in cash and approximately $10,000 in Diplomat common stock (324,244 shares) upon the closing of the transaction, which is anticipated to occur in May or June 2016, subject to customary closing conditions. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Diplomat Pharmacy, Inc., its wholly-owned subsidiaries, and a 51%-owned subsidiary, formed in August 2014, which the Company controls (see Note 6). An investment in an entity in which the Company owns less than 20% and does not have the ability to exercise significant influence is accounted for under the cost method . N oncontrolling interest in a consolidated subsidiary in the condensed consolidated balance sheets represents the minority shareholders’ proportionate share of the equity in such subsidiary. Consolidated net income (loss) is allocated to the Company and noncontrolling interests (i.e., minority shareholders) in proportion to their percentage ownership. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. |
Inventories | Inventories Inventories consist of prescription and over-the-counter medications and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Prescription medications are returnable to the Company’s vendors and fully refundable before six months of expiration, and any remaining expired medication is relieved from inventory on a quarterly basis. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from prescription drug sales for home delivery at the time the drugs are shipped. At the time of shipment, the Company has performed substantially all of its obligations under its payor contracts and does not experience a significant level of returns or reshipments. Revenues from dispensing specialty prescriptions that are picked up by patients at an open door or retail pharmacy location are recorded at prescription adjudication, which approximates the fill date. Sales taxes are presented on a net basis (excluded from revenues and costs). Revenues generated from prescription drug sales were $990,011 and $621,721 for the three months ended March 31, 2016 and 2015, respectively . The Company recognizes revenue from service, data and consulting services when the services have been performed and the earnings process is therefore complete. Revenues generated from service, data and consulting services were $5,859 and $3,162 for the three months ended March 31, 2016 and 2015, respectively. |
Accounting Standards Update (ASU) Adoption | Accounting Standards Update (“ASU”) Adoption — Debt Issuance Cost Presentation In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03 , Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), and, in August 2015, the FASB issued ASU No. 2015-15 , Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-15 then clarified that the SEC staff would not object to debt issuance costs related to a line-of-credit arrangement being presented as an asset on the balance sheet, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASUs were effective for annual periods beginning after December 15, 2015, and for interim periods within those annual periods. Upon adoption, these ASUs are to be applied on a retrospective basis and disclosed as a change in an accounting principle. Effective January 1, 2016, the Company adopted the accounting guidance contained within ASU 2015-03 and 2015-15. The following December 31, 2015 condensed consolidated balance sheet line items were adjusted due to this adoption: As Previously Reported Adjustment As Adjusted Other noncurrent assets $ $ ) $ Total assets ) Long-term debt, less current portion ) Total liabilities ) Total liabilities and shareholders’ equity ) ASU Adoption — Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-09 , Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) . The intent of ASU 2016-09 is to simplify several aspects of the accounting for employee share-based payment award transactions, including: recognition of excess tax benefits irrespective of whether the benefit reduces taxes payable in the current period; recognition of excess tax benefits as a reduction to income taxes on the statement of operations; changes to the determination of award classification as being either an equity or liability award; and the cessation of classifying excess tax benefits as a decrease to operating cash flows and an increase to financing cash flows on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted . Effective January 1, 2016, the Company adopted the accounting guidance contained within ASU 2016-09. As a result, the Company recorded a $16,903 current deferred tax asset and a $16,903 increase to retained earnings on January 1, 2016 to recognize the Company’s excess tax benefits that existed as of December 31, 2015 (modified retrospective application). Beginning January 1, 2016, the Company recognizes all newly arising excess tax benefits as a reduction to income tax expense in its condensed consolidated statement of operations, which resulted in the Company’s recognition of a $514 benefit to income tax expense during the three months ended March 31, 2016. Also beginning January 1, 2016, the Company elected the prospective transition method such that excess tax benefits will no longer be reflected as a decrease to cash flows from operating activities and as an increase to cash flows from financing activities on the condensed consolidated statement of cash flows. Finally, effective January 1, 2016, the Company elected to account for share-based compensation forfeitures when they occur. There was no impact of this election because prior to the adoption the Company did not have adequate historical information to estimate forfeitures. No prior period amounts have been adjusted as a result of this adoption. ASU Adoption — Transition to the Equity Method of Accounting In March 2016, the FASB issued ASU No. 2016-07 , Investments — Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), eliminating the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. Instead, ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required . ASU 2016-07 is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted . Effective January 1, 2016, the Company adopted the accounting guidance contained within ASU 2016-07. There was no current impact to the Company as a result of this adoption. |
New Accounting Pronouncements | New Accounting Pronouncements I n May 2014, the FASB issued ASU No. 2014-9 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will supersede the existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 focuses on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of the new standard is for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. In July 2015, the FASB issued ASU No. 2015-14 , Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017 for public entities. ASU 2014-09 may be applied either retrospectively or as a cumulative effect adjustment as of the date of adoption. Early adoption is not permitted. The Company is currently assessing the method under which it will adopt and the potential impact of adopting ASU 2014-09 on its financial position, results of operations, cash flows and/or disclosures , although the Company does not expect the impact to be significant. In July 2015, the FASB issued ASU No. 2015-11 , Inventory (Topic 330): Simplifying the Measurement of Inventory , requiring that inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures. In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , eliminating the current requirement for companies to present deferred tax assets and liabilities as current and noncurrent. Instead, companies will be required to classify all deferred tax assets and liabilities as noncurrent. This ASU is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. The adoption of this guidance will result in a balance sheet reclassification and require related disclosure revisions in the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) , requiring lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at lease commencement date. This ASU is effective for annual periods beginning on or after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating whether to early adopt and the impact that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule condensed consolidated balance sheet line items adjusted due to this adoption | The following December 31, 2015 condensed consolidated balance sheet line items were adjusted due to this adoption: As Previously Reported Adjustment As Adjusted Other noncurrent assets $ $ ) $ Total assets ) Long-term debt, less current portion ) Total liabilities ) Total liabilities and shareholders’ equity ) |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Burman's Apothecary, LLC | |
Business acquisition | |
Schedule of consideration transferred | Cash $ 253,036 restricted common shares $ |
Summary of the fair values of identifiable acquired assets and assumed liabilities | Accounts receivable $ Inventories Prepaid expenses and other current assets Property and equipment Capitalized software for internal use Definite-lived intangible assets Accounts payable ) Accrued expenses — compensation and benefits ) Accrued expenses — other ) Total identifiable net assets Goodwill $ |
Schedule of definite-lived intangible assets that were acquired and their respective useful lives | Useful Life Amount Physician relationships 10 years $ Non-compete employment agreements 5 years Favorable supply agreement 1 year $ |
BioRx, LLC | |
Business acquisition | |
Schedule of consideration transferred | Cash $ 4,038,853 restricted common shares Contingent consideration at fair value $ |
Summary of the fair values of identifiable acquired assets and assumed liabilities | Cash and cash equivalents $ Accounts receivable Inventories Deferred income taxes Prepaid expenses and other current assets Property and equipment Definite-lived intangible assets Other noncurrent assets Accounts payable ) Accrued expenses — compensation and benefits ) Accrued expenses — other ) Deferred income taxes ) Total identifiable net assets Goodwill $ |
Schedule of definite-lived intangible assets that were acquired and their respective useful lives | Useful Life Amount Patient relationships 10 years $ Non-compete employment agreements 5 years Trade names and trademarks 8 years $ |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities re-measured and disclosed at fair value on a recurring basis | Asset / Valuation (Liability) Level 1 Level 3 Technique March 31, 2016: Contingent consideration $ ) $ ) $ ) A, C December 31, 2015: Contingent consideration $ ) $ — $ ) C |
Schedule of a roll forward of the Level 3 measurements | Contingent Consideration Balance at January 1, 2016 $ ) Change in fair value Payment Transfer to Level 1 ) Balance at March 31, 2016 $ ) |
DEFINITE-LIVED INTANGIBLE ASS22
DEFINITE-LIVED INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
DEFINITE-LIVED INTANGIBLE ASSETS | |
Schedule of definite-lived intangible assets | March 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patient relationships $ $ ) $ $ $ ) $ Non-compete employment agreements ) ) Trade names and trademarks ) ) Physician relationships ) ) Software licensing agreement — — Intellectual property — — Favorable supply agreement ) ) $ $ ) $ $ $ ) $ |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
SHARE-BASED COMPENSATION | |
Summary of entity's stock option activity | Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Life Value (Years) Outstanding at January 1, 2016 $ $ Granted Exercised ) Expired/cancelled ) Outstanding at March 31, 2016 $ $ Exercisable at March 31, 2016 $ $ |
Schedule of assumptions used to determine the valuation of granted options | Exercise price $25.92 - $35.62 Expected volatility 24.47% - 24.76% Expected dividend yield Risk-free rate over the estimated expected life 1.39% - 1.64% Expected life (in years) |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
INCOME PER COMMON SHARE | |
Schedule of the calculation for basic and diluted income per common share | Three Months Ended March 31, 2016 2015 Numerator: Net income attributable to Diplomat Pharmacy, Inc. $ $ Denominator: Weighted average common shares outstanding, basic Weighted average dilutive effect of stock options and restricted stock awards Weighted average dilutive effect of contingent consideration — Weighted average common shares outstanding, diluted Net income per common share: Basic $ $ Diluted $ $ |
DESCRIPTION OF BUSINESS - Opera
DESCRIPTION OF BUSINESS - Operations (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
DESCRIPTION OF BUSINESS | |
Number of pharmacy locations (in locations) | 16 |
Number of reportable segments | 1 |
DESCRIPTION OF BUSINESS - Follo
DESCRIPTION OF BUSINESS - Follow-On Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Initial Public Offering [Line Items] | |||
Proceeds from follow-on public offering, net of transaction costs | $ 187,281 | ||
Common shares, par value (in dollars per share) | $ 0 | $ 0 | |
Follow-On Public Offering | |||
Initial Public Offering [Line Items] | |||
Number of shares of common stock sold (in shares) | 9,821,125 | ||
Initial public offering price (in dollars per share) | $ 29 | ||
Number of shares sold by the Company (in shares) | 6,821,125 | ||
Number of shares of stock sold by the existing shareholders (in shares) | 3,000,000 | ||
Proceeds from follow-on public offering, net of transaction costs | $ 187,281 | ||
Net proceeds used to repurchase stock options | $ 36,298 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Effect of Conversion from S Corporation to C Corporation | ||
Income tax expense | $ 8,534 | $ 1,950 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation thru Inventories (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Aug. 28, 2014 | |
Principles of Consolidation | |||
Percentage of ownership interest in subsidiary that the entity has the ability to control | 51.00% | ||
Inventories | |||
Maximum period before expiration within which Inventory is returnable and fully refundable | 6 months | 6 months | |
Primrose | |||
Principles of Consolidation | |||
Percentage of interest in a non-consolidated entity | 51.00% |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition thru New Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Revenue recognition | |||
Revenues from service, data and consulting services | $ 5,859 | $ 3,162 | |
Change in Accounting Principle | |||
Other noncurrent assets | 874 | $ 900 | |
Total assets | 1,028,487 | 1,001,579 | |
Long-term debt, less current portion | 105,449 | 106,706 | |
Total liabilities | 478,842 | 486,033 | |
Total liabilities and shareholders' equity | 1,028,487 | 1,001,579 | |
Prescription Drugs | |||
Revenue recognition | |||
Revenues | $ 990,011 | $ 621,721 | |
As Previously Reported | |||
Change in Accounting Principle | |||
Other noncurrent assets | 5,194 | ||
Total assets | 1,005,873 | ||
Long-term debt, less current portion | 111,000 | ||
Total liabilities | 490,327 | ||
Total liabilities and shareholders' equity | $ 1,005,873 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Employee Share Based Payment Accounting - ASU Adoption (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Jan. 01, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle | ||||
Retained earnings | $ 63,462 | $ 31,130 | ||
Income tax benefit | (8,534) | $ (1,950) | ||
Accounting Standards Update 2016-09 Compensation - Stock Compensation | Adjustments for New Accounting Principle, Early Adoption | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Current deferred tax asset | $ 16,903 | |||
Retained earnings | $ 16,903 | |||
Income tax benefit | $ 514 |
BUSINESS ACQUISITIONS - Burman'
BUSINESS ACQUISITIONS - Burman's Apothecary, LLC (Details) $ / shares in Units, $ in Thousands | Jun. 19, 2015USD ($)shares | Jun. 18, 2015$ / shares | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Goodwill | $ 256,318 | $ 256,318 | ||
Burman's Apothecary, LLC | ||||
Business acquisition | ||||
Cash at closing | $ 77,416 | |||
Restricted common shares | 9,578 | |||
Total | $ 86,994 | |||
Restricted common shares (in shares) | shares | 253,036 | |||
Market price (in dollars per share) | $ / shares | $ 42.06 | |||
Market price multiplier to factor in restricted nature of the shares (as a percent) | 90 | |||
Acquisition-related costs charged to Selling, general, and administrative expenses | $ 5,000 | |||
Purchase consideration deposited into an escrow account | $ 5,000 | |||
Deposit term into an escrow account | 2 years | |||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Accounts receivable, net | $ 17,109 | |||
Inventories | 8,064 | |||
Prepaid expenses and other current assets | 7,513 | |||
Property and equipment | 88 | |||
Capitalized software for internal use | 17,000 | |||
Definite-lived intangible assets | 22,200 | |||
Accounts payable | (25,761) | |||
Accrued expenses - compensation and benefits | (169) | |||
Accrued expenses - other | (6) | |||
Total identifiable net assets | 46,038 | |||
Goodwill | 40,956 | |||
Total acquisition price | 86,994 | |||
Physician relationships | Burman's Apothecary, LLC | ||||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Definite-lived intangible assets | $ 14,000 | |||
Definite-lived intangible assets | ||||
Useful Life | 10 years | |||
Amount | $ 14,000 | |||
Non-compete employment agreements | Burman's Apothecary, LLC | ||||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Definite-lived intangible assets | $ 5,500 | |||
Definite-lived intangible assets | ||||
Useful Life | 5 years | |||
Amount | $ 5,500 | |||
Favorable supply agreement | Burman's Apothecary, LLC | ||||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Definite-lived intangible assets | $ 2,700 | |||
Definite-lived intangible assets | ||||
Useful Life | 1 year | |||
Amount | $ 2,700 |
BUSINESS ACQUISITIONS - BioRx,
BUSINESS ACQUISITIONS - BioRx, LLC (Details) $ / shares in Units, $ in Thousands | Feb. 26, 2015USD ($)shares | Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2015USD ($) |
Business acquisition | ||||
Number of acquisitions not treated as asset purchase for tax purposes | segment | 1 | |||
Net sales | $ 995,870 | $ 624,883 | ||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Goodwill | $ 256,318 | $ 256,318 | ||
BioRx, LLC | ||||
Business acquisition | ||||
Number of acquisitions not treated as asset purchase for tax purposes | segment | 1 | |||
Cash at closing | $ 217,024 | |||
Restricted common shares (in shares) | shares | 4,038,853 | |||
Restricted common shares | $ 125,697 | |||
Contingent consideration at fair value | 41,000 | $ 36,992 | $ 46,208 | |
Total | $ 383,721 | |||
Market price (in dollars per share) | $ / shares | $ 34.58 | |||
Market price multiplier to factor in restricted nature of the shares (as a percent) | 90 | |||
Number of additional restricted Company shares to be issued upon achievement of EBITDA-based metric (in shares) | shares | 1,350,309 | |||
Purchase consideration deposited into an escrow account | $ 10,000 | |||
Deposit term into an escrow account | 2 years | |||
Acquisition-related costs charged to Selling, general, and administrative expenses | $ 1,071 | |||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Cash and cash equivalents | $ 1,786 | |||
Accounts receivable | 37,716 | |||
Inventories | 5,546 | |||
Deferred income taxes | 715 | |||
Prepaid expenses and other current assets | 287 | |||
Property and equipment | 494 | |||
Definite-lived intangible assets | 181,700 | |||
Other noncurrent assets | 163 | |||
Accounts payable | (25,088) | |||
Accrued expenses - compensation and benefits | (1,653) | |||
Accrued expenses - other | (852) | |||
Deferred income taxes | (8,495) | |||
Total identifiable net assets | 192,319 | |||
Goodwill | 191,402 | |||
Total acquisition price | 383,721 | |||
Definite-lived intangible assets | ||||
Amount | 181,700 | |||
Patient relationships | BioRx, LLC | ||||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Definite-lived intangible assets | $ 130,000 | |||
Definite-lived intangible assets | ||||
Useful Life | 10 years | |||
Amount | $ 130,000 | |||
Non-compete employment agreements | BioRx, LLC | ||||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Definite-lived intangible assets | $ 39,700 | |||
Definite-lived intangible assets | ||||
Useful Life | 5 years | |||
Amount | $ 39,700 | |||
Trade names and trademarks | BioRx, LLC | ||||
Summary of the preliminary fair value determination of the acquired assets and liabilities | ||||
Definite-lived intangible assets | $ 12,000 | |||
Definite-lived intangible assets | ||||
Useful Life | 8 years | |||
Amount | $ 12,000 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Basis (Details) - Recurring - Contingent consideration - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair value measurements | ||
Asset (Liability) | $ (42,594) | $ (52,665) |
Level 1 | ||
Fair value measurements | ||
Asset (Liability) | (36,992) | |
Level 3 | ||
Fair value measurements | ||
Asset (Liability) | $ (5,602) | $ (52,665) |
FAIR VALUE MEASUREMENTS - Rollf
FAIR VALUE MEASUREMENTS - Rollforward of Level 3 Measurements (Details) - Level 3 - Contingent consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Level 3 measurements | |
Balance at beginning of the period | $ (52,665) |
Changes in fair value - AHF and MedPro | 9,071 |
Payments - AHF and MedPro | 1,000 |
Transfer to Level 1 | (36,992) |
Balance at end of the period | $ (5,602) |
DEFINITE-LIVED INTANGIBLE ASS35
DEFINITE-LIVED INTANGIBLE ASSETS (Details) $ in Thousands | Aug. 28, 2014USD ($)entity | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Acquired Intangible Assets | ||||
Gross Carrying Amount | $ 252,903 | $ 252,903 | ||
Accumulated Amortization | (36,093) | (28,259) | ||
Net Carrying Amount | 216,810 | 224,644 | ||
Primrose | ||||
Acquired Intangible Assets | ||||
Amortization expense | $ 0 | 0 | 0 | |
Number of unrelated third party entities (in entities) | entity | 2 | |||
Committed contribution | $ 5,000 | |||
Ownership percentage (as a percent) | 51.00% | |||
Amount contributed | 2,000 | $ 3,000 | ||
Aggregate amortization expense for amortizing intangible assets | $ 0 | 0 | 0 | |
Patient relationships | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 159,100 | 159,100 | ||
Accumulated Amortization | (18,889) | (15,217) | ||
Net Carrying Amount | 140,211 | 143,883 | ||
Non-compete employment agreements | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 50,199 | 50,199 | ||
Accumulated Amortization | (10,620) | (8,111) | ||
Net Carrying Amount | 39,579 | 42,088 | ||
Trade names and trademarks | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 22,100 | 22,100 | ||
Accumulated Amortization | (3,338) | (2,710) | ||
Net Carrying Amount | 18,762 | 19,390 | ||
Physician relationships | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 14,000 | 14,000 | ||
Accumulated Amortization | (1,108) | (758) | ||
Net Carrying Amount | 12,892 | 13,242 | ||
Software licensing agreement | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 2,647 | 2,647 | ||
Net Carrying Amount | 2,647 | 2,647 | ||
Software licensing agreement | Primrose | ||||
Acquired Intangible Assets | ||||
Amount contributed by unrelated third party entities | 2,647 | |||
Intellectual property | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 2,157 | 2,157 | ||
Net Carrying Amount | 2,157 | 2,157 | ||
Intellectual property | Primrose | ||||
Acquired Intangible Assets | ||||
Amount contributed by unrelated third party entities | $ 2,157 | |||
Favorable supply agreement | ||||
Acquired Intangible Assets | ||||
Gross Carrying Amount | 2,700 | 2,700 | ||
Accumulated Amortization | (2,138) | (1,463) | ||
Net Carrying Amount | $ 562 | $ 1,237 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Apr. 01, 2015 | |
Debt | |||
Debt issuance costs | $ 4,051 | $ 4,294 | |
Line of credit | |||
Debt | |||
Interest rate (as a percent) | 3.02% | 2.74% | |
Maximum borrowing capacity | $ 175,000 | ||
Line of credit | GE | |||
Debt | |||
Amount of borrowings outstanding | 0 | $ 0 | |
Maximum borrowing capacity | 115,500 | $ 175,000 | |
Letters of credit | GE | |||
Debt | |||
Maximum borrowing capacity | 10,000 | ||
Amount of borrowings available under the credit agreement | 166,691 | ||
Deferred draw term loan | |||
Debt | |||
Maximum borrowing capacity | 25,000 | ||
Deferred draw term loan | GE | |||
Debt | |||
Maximum borrowing capacity | 25,000 | ||
Amount of borrowings available under the credit agreement | $ 175,000 | ||
Term Loan A | GE | |||
Debt | |||
Maximum borrowing capacity | $ 117,000 | 120,000 | |
Swing loans | GE | |||
Debt | |||
Maximum borrowing capacity | $ 15,000 | ||
Minimum | |||
Debt | |||
Monthly unused commitment fee (as a percent) | 0.25% | ||
Maximum | |||
Debt | |||
Monthly unused commitment fee (as a percent) | 0.50% | ||
Base Rate | Line of credit | GE | |||
Debt | |||
Variable rate basis | Base Rate | ||
Interest rate margin (as a percent) | 1.50% | ||
Base Rate | Line Of Credit And Swingline Loan | GE | |||
Debt | |||
Variable rate basis | Base Rate | ||
Interest rate margin (as a percent) | 1.00% | ||
LIBOR | Line of credit | GE | |||
Debt | |||
Variable rate basis | LIBOR | ||
Interest rate margin (as a percent) | 2.50% | ||
LIBOR | Line Of Credit And Swingline Loan | GE | |||
Debt | |||
Variable rate basis | LIBOR | ||
Interest rate margin (as a percent) | 2.00% |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 4,114,685 | |
Granted (in shares) | 601,532 | |
Exercised (in shares) | (70,161) | |
Expired/cancelled (in shares) | (21,209) | |
Outstanding at end of period (in shares) | 4,624,847 | 4,114,685 |
Exercisable at end of period (in shares) | 1,694,066 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 17.53 | |
Granted (in dollars per share) | 27.08 | |
Exercised (in dollars per share) | 7.26 | |
Expired/cancelled (in dollars per share) | 15.58 | |
Outstanding at end of period (in dollars per share) | 18.94 | $ 17.53 |
Exercisable at end of period (in dollars per share) | $ 7.83 | |
Weighted Average Remaining Contractual Life | ||
Outstanding at beginning of period | 7 years 9 months 18 days | 7 years 8 months 12 days |
Outstanding at end of period | 7 years 9 months 18 days | 7 years 8 months 12 days |
Exercisable at end of period | 6 years | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ 76,567 | |
Outstanding at end of period | 54,233 | $ 76,567 |
Exercisable at end of period | $ 34,212 |
SHARE-BASED COMPENSATION - Info
SHARE-BASED COMPENSATION - Information and Valuation Assumptions (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015USD ($)shares | Mar. 31, 2016USD ($)item$ / sharesshares | Mar. 31, 2015USD ($) | |
Additional disclosures | |||
Excess tax benefits related to share-based awards reported as decrease to operating activities | $ (1,799) | ||
Excess tax benefits related to share-based awards reported as increase to financing activities | 1,799 | ||
2014 Plan | |||
Assumptions used to determine the valuation of granted options | |||
Expected dividend yield (as a percent) | 0.00% | ||
Expected life | 6 years 3 months | ||
Maximum | 2014 Plan | |||
Assumptions used to determine the valuation of granted options | |||
Exercise price of options | $ / shares | $ 35.62 | ||
Expected volatility (as a percent) | 24.76% | ||
Risk-free interest rate for the estimated expected term (as a percent) | 1.64% | ||
Minimum | 2014 Plan | |||
Assumptions used to determine the valuation of granted options | |||
Exercise price of options | $ / shares | $ 25.92 | ||
Expected volatility (as a percent) | 24.47% | ||
Risk-free interest rate for the estimated expected term (as a percent) | 1.39% | ||
Stock options | |||
Share-based compensation | |||
Granted (in shares) | shares | 601,532 | ||
Weighted average grant-date fair value of options granted (in dollars per share) | $ / shares | $ 7.54 | ||
Additional disclosures | |||
Total compensation expense | $ 1,432 | 525 | |
Stock options | 2007 Stock Option Plan | |||
Additional disclosures | |||
Stock options repurchased to buy shares from certain current and former employees (in shares) | shares | 1,641,387 | ||
Cash consideration for redeemed stock options | $ 36,298 | ||
Incremental compensation expense | $ 0 | ||
Restricted Stock Awards | |||
Additional disclosures | |||
Total compensation expense | $ 71 | $ 37 | |
Service-based stock options | 2014 Plan | |||
Share-based compensation | |||
Granted (in shares) | shares | 220,000 | ||
Percentage of options exercisable in installments beginning on the first anniversary of the grant date and each of the three anniversaries thereafter | 25.00% | ||
Maximum term of stock option plan | 10 years | ||
Number of anniversary dates upon which options become exercisable | 3 | ||
Performance-based stock options | 2014 Plan | |||
Share-based compensation | |||
Granted (in shares) | shares | 381,532 | ||
Percentage of options exercisable in installments beginning on the first anniversary of the grant date and each of the three anniversaries thereafter | 25.00% | ||
Maximum term of stock option plan | 10 years | ||
Number of installments for vesting (in installments) | item | 4 |
INCOME PER COMMON SHARE (Detail
INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net income attributable to Diplomat Pharmacy, Inc. | $ 15,429 | $ 2,858 |
Weighted average common shares outstanding, basic (in shares) | 64,539,161 | 51,813,464 |
Weighted average dilutive effect of stock options and restricted stock awards (in shares) | 1,959,494 | 2,947,389 |
Weighted average dilutive effect of contingent consideration (in shares) | 1,346,282 | |
Weighted average common shares outstanding, diluted (in shares) | 67,844,937 | 54,760,853 |
Net income (loss) per share attributable to common shareholders: | ||
Basic (in dollars per share) | $ 0.24 | $ 0.06 |
Diluted (in dollars per share) | $ 0.23 | $ 0.05 |
Performance-based stock options | ||
Net income (loss) per share attributable to common shareholders: | ||
Anti-dilutive options excluded (in shares) | 46,119 | 287,192 |
Service-based stock options | ||
Net income (loss) per share attributable to common shareholders: | ||
Anti-dilutive options excluded (in shares) | 1,369,375 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - TNH Advanced Specialty Pharmacy $ in Thousands | Apr. 28, 2016USD ($)shares |
SUBSEQUENT EVENT | |
Cash at closing | $ 65,000 |
Restricted common shares | $ 10,000 |
Restricted common shares (in shares) | shares | 324,244 |