Diplomat Pharmacy (DPLO) 10-K 8 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2016	Mar. 06, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	Diplomat Pharmacy, Inc.
Entity Central Index Key	1,610,092
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1.6
Entity Common Stock, Shares Outstanding		66,987,621
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and equivalents	$ 7,953	$ 27,600
Accounts receivable, net	275,568	254,682
Inventories	215,351	165,950
Deferred income taxes	14,703	5,311
Prepaid expenses and other current assets	6,235	7,427
Total current assets	519,810	460,970
Property and equipment, net	20,372	16,538
Capitalized software for internal use, net	50,247	37,250
Goodwill	316,616	256,318
Definite-lived intangible assets, net	199,862	224,644
Investment in non-consolidated entity	300	4,959
Other noncurrent assets	740	900
Total assets	1,107,947	1,001,579
Current liabilities:
Accounts payable	320,684	296,587
Borrowings on line of credit	39,255
Short-term debt, including current portion of long-term debt	7,500	6,000
Accrued expenses:
Compensation and benefits	5,674	5,563
Contingent consideration		52,665
Other	12,233	11,087
Total current liabilities	385,346	371,902
Long-term debt, less current portion	100,184	106,706
Deferred income taxes	8,693	7,425
Total liabilities	494,223	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; 66,764,999 and 64,523,864 shares issued and outstanding at December 31, 2016 and 2015, respectively)	503,828	451,620
Additional paid-in capital	33,268	29,221
Retained earnings	76,306	31,130
Total Diplomat Pharmacy shareholders' equity	613,402	511,971
Noncontrolling interests	322	3,575
Total shareholders' equity	613,724	515,546
Total liabilities and shareholders' equity	$ 1,107,947	$ 1,001,579

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015	Oct. 31, 2014	Sep. 30, 2014
Consolidated Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value (in dollars per share)	$ 0	$ 0	$ 0	$ 0
Common shares, authorized shares	590,000,000	590,000,000		590,000,000
Common shares, issued shares	66,764,999	64,523,864
Common shares, outstanding shares	66,764,999	64,523,864

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements of Operations
Net sales	$ 4,410,388	$ 3,366,631	$ 2,214,956
Cost of products sold	(4,085,560)	(3,103,392)	(2,074,817)
Gross profit	324,828	263,239	140,139
Selling, general, and administrative expenses	(277,751)	(217,302)	(127,556)
Income from operations	47,077	45,937	12,583
Other (expense) income:
Interest expense	(6,573)	(5,239)	(2,528)
Equity loss and impairment of non-consolidated entities	(4,659)		(6,208)
Change in fair value of redeemable common shares			9,073
Termination of existing stock redemption agreement			(4,842)
Other	370	308	1,128
Total other expense	(10,862)	(4,931)	(3,377)
Income before income taxes	36,215	41,006	9,206
Income tax expense	(11,195)	(16,234)	(4,655)
Net income	25,020	24,772	4,551
Less net loss attributable to noncontrolling interest	(3,253)	(1,004)	(225)
Net income attributable to Diplomat Pharmacy, Inc.	28,273	25,776	4,776
Net income allocable to preferred shareholders			458
Net income allocable to common shareholders	$ 28,273	$ 25,776	$ 4,318
Net income per common share:
Basic (in dollars per share)	$ 0.43	$ 0.42	$ 0.12
Diluted (in dollars per share)	$ 0.42	$ 0.41	$ 0.11
Weighted average common shares outstanding:
Basic (in shares)	65,970,396	60,730,133	36,012,592
Diluted (in shares)	68,047,723	63,096,951	38,553,995

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net income	$ 25,020	$ 24,772	$ 4,551
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	50,045	30,841	8,139
Net provision for doubtful accounts	9,534	5,990	4,045
Change in fair value of contingent consideration	(8,922)	6,724	6,121
Contingent consideration payments	(4,174)	(3,738)
Deferred income tax expense (benefit)	8,779	(4,615)	(1,295)
Share-based compensation expense	5,412	3,936	2,871
Impairment expense	4,804	150
Equity loss and impairment of non-consolidated entities	4,659		6,208
Amortization of debt issuance costs	1,176	963	366
Excess tax benefits related to share-based awards		(20,805)	(3,689)
Change in fair value of redeemable common shares			(9,073)
Termination of existing stock redemption agreement			4,842
Other	2	85	132
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable	(15,128)	(50,771)	(43,130)
Inventories	(44,342)	(41,657)	(50,334)
Accounts payable	(5,906)	43,202	56,505
Other assets and liabilities	367	34,370	4,173
Net cash provided by (used in) operating activities	31,326	29,447	(9,568)
Cash flows from investing activities:
Payments to acquire businesses, net of cash acquired	(67,156)	(293,496)	(51,599)
Expenditures for capitalized software for internal use	(12,595)	(12,021)	(9,470)
Expenditures for property and equipment	(6,217)	(4,624)	(1,487)
Capital investments in and loans to non-consolidated entities		(1,459)	(4,000)
Other	1	27	472
Net cash used in investing activities	(85,967)	(311,573)	(66,084)
Cash flows from financing activities:
Net proceeds from (payments on) line of credit	39,255		(62,622)
Payments on long-term debt	(6,000)	(3,000)	(25,542)
Proceeds from issuance of stock upon stock option exercises	4,448	10,341
Contingent consideration payments	(2,681)	(3,012)
Payments of debt issuance costs	(28)	(5,055)	(480)
Proceeds from public offering, net of transaction costs		187,988	130,440
Proceeds from long-term debt		120,000
Payments made to repurchase stock options		(36,298)	(9,400)
Excess tax benefits related to share-based awards		20,805	3,689
Proceeds from sale of preferred stock, net of transaction costs			101,815
Payments made to repurchase common stock			(53,400)
Net cash provided by financing activities	34,994	291,769	84,500
Net (decrease) increase in cash and equivalents	(19,647)	9,643	8,848
Cash and equivalents at beginning of year	27,600	17,957	9,109
Cash and equivalents at end of year	7,953	27,600	17,957
Supplemental disclosures of cash flow information:
Cash paid for interest	5,273	3,949	2,248
Cash paid for income taxes	$ 728	$ 351	$ 5,924

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Valley Campus Pharmacy, IncCommon stock	Valley Campus Pharmacy, IncDiplomat Pharmacy, Inc. Shareholders' Equity	Valley Campus Pharmacy, Inc	BioRx, LLCCommon stock	BioRx, LLCDiplomat Pharmacy, Inc. Shareholders' Equity	BioRx, LLC	Burman's Apothecary, LLCCommon stock	Burman's Apothecary, LLCDiplomat Pharmacy, Inc. Shareholders' Equity	Burman's Apothecary, LLC	MedPro Rx, Inc.Class B Nonvoting Common Stock	MedPro Rx, Inc.Additional Paid-in Capital	MedPro Rx, Inc.Diplomat Pharmacy, Inc. Shareholders' Equity	MedPro Rx, Inc.	Class A Voting Common Stock	Class B Nonvoting Common Stock	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, 2013															$ 4		$ 4,186	$ (81,972)	$ (77,782)		$ (77,782)
Balance at the beginning of the period (in shares) at Dec. 31, 2013														1,657,500	31,492,500
Changes in Shareholders' Equity (Deficit)
Net income (loss)																		4,776	4,776	$ (225)	4,551
Reclassification of S Corporation accumulated deficit																	(82,550)	82,550
Repurchase of shares of common stock																	(47,726)		(47,726)		(47,726)
Repurchase of shares of common stock (in shares)															(2,850,407)
Removal of common stock redemption features																	7,116		7,116		7,116
Removal of common stock redemption features (in shares)															425,000
Repurchase of stock options																	(9,400)		(9,400)		(9,400)
Issuance of common stock as partial consideration in acquisition											$ 12,000	$ 12,000	$ 12,000
Issuance of common stock as partial consideration in acquisition (in shares)										716,695
Proceeds from public offering, net of issuance costs																	4,842		4,842		4,842
Proceeds from public offering, net of issuance costs (in shares)															372,486
Capital investment in subsidiary by noncontrolling shareholders																				4,804	4,804
Share-based compensation expense																	2,871		2,871		2,871
Excess tax benefits related to share-based awards																	3,689		3,689		3,689
Proceeds from initial public offering, net of issuance costs																	130,440		130,440		130,440
Proceeds from initial public offering, net of issuance costs (in shares)																11,000,000
Conversion of shares of common stock																$ 31,507			31,507		31,507
Conversion of shares of common stock (in shares)																2,423,616
Series A Preferred Stock																$ 101,815			101,815		101,815
Series A Preferred Stock (in shares)																6,211,356
Class A and B common stock															$ (4)	$ 4
Class A and B common stock (in shares)														(1,657,500)	(30,156,274)	31,813,774
Reclassification of capital																$ 15,575	(15,575)
Restricted stock awards (in shares)																8,277
Balance at the end of the period at Dec. 31, 2014																$ 148,901	9,893	5,354	164,148	4,579	168,727
Balance at the end of the period (in shares) at Dec. 31, 2014																51,457,023
Changes in Shareholders' Equity (Deficit)
Net income (loss)																		25,776	25,776	(1,004)	24,772
Repurchase of stock options																$ (34,194)	(2,104)		(36,298)		(36,298)
Issuance of common stock as partial consideration in acquisition				$ 125,697	$ 125,697	$ 125,697	$ 9,578	$ 9,578	$ 9,578
Issuance of common stock as partial consideration in acquisition (in shares)				4,038,853			253,036
Proceeds from public offering, net of issuance costs																187,988			187,988		187,988
Stock issued upon stock option exercises																$ 13,650	(3,309)		10,341		10,341
Stock issued upon stock option exercises (in shares)																1,943,022
Share-based compensation expense																	3,936		3,936		3,936
Excess tax benefits related to share-based awards																	20,805		20,805		20,805
Proceeds from initial public offering, net of issuance costs (in shares)																6,821,125
Restricted stock awards (in shares)																10,805
Balance at the end of the period at Dec. 31, 2015																$ 451,620	29,221	31,130	511,971	3,575	$ 515,546
Balance at the end of the period (in shares) at Dec. 31, 2015																64,523,864					64,523,864
Changes in Shareholders' Equity (Deficit)
Adoption of ASU 2016-09 (Note 3)																		16,903	16,903		$ 16,903
Net income (loss)																		28,273	28,273	(3,253)	25,020
Issuance of common stock upon full contingent consideration payout																$ 36,888			36,888		36,888
Issuance of common stock upon full contingent consideration payout (in shares)																1,346,282
Issuance of common stock as partial consideration in acquisition	$ 9,507	$ 9,507	$ 9,507
Issuance of common stock as partial consideration in acquisition (in shares)	324,244
Stock issued upon stock option exercises																$ 5,813	(1,365)		4,448		4,448
Stock issued upon stock option exercises (in shares)																564,844
Share-based compensation expense																	5,412		5,412		5,412
Restricted stock awards (in shares)																5,765
Balance at the end of the period at Dec. 31, 2016																$ 503,828	$ 33,268	$ 76,306	$ 613,402	$ 322	$ 613,724
Balance at the end of the period (in shares) at Dec. 31, 2016																66,764,999					66,764,999

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 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 that 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. Disease states covered include oncology, immunology, hepatitis, specialty infusion therapy, multiple sclerosis, and many other serious or long-term conditions. The Company has its corporate headquarters and main distribution facility in Flint, Michigan, and operates 19 other pharmacy locations in Arizona, California, Connecticut, Florida, Illinois, Iowa, Maryland, Massachusetts, Michigan, Minnesota, North Carolina, Ohio, Pennsylvania, and Texas. 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. Initial Public Offering In October 2014, the Company completed its initial public offering (“IPO”), in which 15,333,333 shares of common stock were sold at a public offering price of $13.00 per share. The Company sold 11,000,000 shares of common stock, and certain existing shareholders sold 4,333,333 shares of common stock. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. The Company received net proceeds of $130,440 after deducting underwriting discounts and commissions of $9,652, and other offering expenses of $2,908. Proceeds of $80,458 were used to repay existing indebtedness to certain current or former shareholders and employees ($19,824), and borrowings under the line of credit ($60,634). The remaining proceeds were used for working capital and other general corporate purposes. Immediately prior to the closing of the IPO, each share of the Company’s then-outstanding capital stock converted into one share of its newly-authorized shares of no par value common stock. Refer to notes 15, 16, and 17. Follow-On Public Offering In March 2015, the Company completed a public equity offering, in which 9,821,125 shares of common stock were sold at $29.00 per share. The Company sold 6,821,125 shares of common stock, and certain existing shareholders sold 3,000,000 shares of common stock. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. The Company received net proceeds of $187,988 after deducting underwriting discounts and commissions of $9,141, and other offering expenses of $685. 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 each individual’s exercise price.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2016
BASIS OF PRESENTATION
BASIS OF PRESENTATION	2. BASIS OF PRESENTATION The accompanying 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”). Stock Split In October 2014, immediately prior to the completion of the IPO, the Board of Directors declared and approved a 8,500-for-one stock split, effected in the form of a stock dividend, on each share of common stock outstanding to the common shareholders of record. Accordingly, all share and per share amounts in these consolidated financial statements and notes thereto, were adjusted, where applicable, to reflect the stock split on a retroactive basis. Effect of Conversion from S Corporation to C Corporation On January 23, 2014, the Company converted its income tax status from an S corporation to a C corporation. Accordingly, on that date, the Company recorded a net deferred income tax liability of $2,965 and a charge to income tax expense for the same amount. The Company reclassified its accumulated deficit, inclusive of the net deferred tax liability adjustment, into additional paid-in capital on the date of conversion. Reclassifications Certain items in the prior periods’ financial statements have been reclassified to conform to the current presentation.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Diplomat Pharmacy, Inc., its wholly owned subsidiaries, and a 51 percent owned subsidiary, formed in August 2014, which the Company controls. The Company also owns a 25 percent interest in a non-consolidated entity which is accounted for under the equity method of accounting since the Company does not control the entity but has the ability to exercise significant influence over its operating and financial policies. This equity method investment was fully impaired during the fourth quarter of 2014 (Note 9). An investment in an entity in which the Company owns less than 20 percent and does not have the ability to exercise significant influence is accounted for under the cost method. This cost method investment was impaired during the fourth quarter of 2016 (Note 9). Noncontrolling interest in a consolidated subsidiary in the 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. Concentrations of Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with banks or other financial institutions and trade accounts receivable. A federal program provides non-interest bearing cash balances insurance coverage up to $250 per depositor at each financial institution. The Company’s cash balances may exceed federally insured limits. Concentration of credit risk with respect to trade accounts receivable is limited by the large number of patients comprising the Company’s customer base and their dispersion across multiple payors and multiple geographic areas. No single payor customer accounted for more than 10 percent of net sales for any period presented or trade accounts receivable at December 31, 2016 and 2015. The Company purchases a significant portion of its prescription drug inventory from AmerisourceBergen, a prescription drug wholesaler. These purchases accounted for approximately 49 percent, 50 percent, and 57 percent of cost of products sold for the years ended December 31, 2016, 2015, and 2014, respectively. The Company has alternative vendors available if necessary. See Note 14 for discussion of the Company’s minimum purchase obligation with AmerisourceBergen. The Company purchases certain prescription drugs from Celgene Corporation (“Celgene”) and Pharmacyclics, Inc. (“Pharmacyclics”), drug manufacturers. Purchases from Celgene and Pharmacyclics accounted for approximately 13 percent and 10 percent, 12 percent and 9 percent, and 15 percent and 7 percent of cost of products sold for the years ended December 31, 2016, 2015, and 2014, respectively, with no minimum purchase obligation. The specialty drugs that the Company purchases from Celgene and Pharmacyclics are not available from any other source. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. Accounts Receivable, net Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third-party pharmacy benefit managers and insurance providers and are based on contracted prices. Trade accounts receivable are unsecured and require no collateral. Trade accounts receivable terms vary by payor, but generally are due within 30 days after the sale of the product or performance of the service. The Company maintains an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall economic conditions, historical and anticipated customer performance, historical experience with write-offs, and the level of past due accounts. The Company’s general policy for uncollectible accounts, if not reserved through specific examination procedures, is to reserve based upon the aging categories of accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Activity in the allowance for doubtful accounts was as follows: Year Ended December 31, 2016 2015 2014 Beginning balance $ ) $ ) $ ) Charged to expense ) ) ) Write-offs, net of recoveries Ending balance $ ) $ ) $ ) 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. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally computed on a straight-line basis over the estimated useful lives of the assets. The costs of leasehold improvements are depreciated either over the life of the improvement or the lease term, whichever is shorter. For income tax purposes, accelerated methods of depreciation are generally used. Significant improvements are capitalized, and disposed or replaced property is written off. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in earnings. Capitalized Software for Internal Use, net The Company capitalizes certain development costs primarily related to a custom-developed, proprietary, scalable patient care system. The Company expenses the costs incurred during the preliminary project stage, and capitalizes the direct development costs, including the associated payroll and related costs for employees and outside contractors working on development, during the application development stage. The Company monitors development on an ongoing basis and capitalizes the costs of any major improvements or that result in significant additional functionality. Capitalized internal use software costs are amortized on a straight-line basis over the estimated useful lives of the assets, generally three to five years. For income tax purposes, accelerated methods of amortization are generally used. Management evaluates the useful lives of these assets on an annual basis. Definite-Lived Intangible Assets, net Definite-lived intangible assets consist of assets related to acquisitions and are amortized over their estimated useful lives using an accelerated method for patient and physician relationships, and the straight line method for the remaining intangible assets. Long-Lived Assets Long-lived assets, such as property and equipment, capitalized software for internal use, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize, or through the use of a third-party independent appraiser or valuation specialist. Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values of the net tangible assets and the identifiable intangible assets acquired. Goodwill is not amortized, but rather is reviewed for impairment annually during the fourth quarter, or more frequently if facts or circumstances indicate that the carrying value may not be recoverable. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit’s fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is necessary. If a quantitative assessment is performed, step one is to compare a reporting unit’s fair value to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach which utilizes projected future cash flows discounted at rates commensurate with the risks involved, and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an indication of goodwill impairment exists and the Company must perform step two of the quantitative assessment. Under step two, a goodwill impairment loss is recognized for any excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. See the New Accounting Pronouncements section of this Note regarding the simplification of the goodwill impairment test that the Company intends to early adopt on January 1, 2017. Debt Issuance Costs Costs incurred related to the issuance of the Company’s credit facility were deferred and are being amortized to interest expense over the term of the agreement. 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 $4,386,643, $3,346,652, and $2,202,299 for the years ended December 31, 2016, 2015, and 2014, respectively. The Company accrues an estimate of fees, including direct and indirect remuneration fees (“DIR fees”), which are assessed or expected to be assessed by payors at some point after adjudication of a claim, as a reduction at the time revenue is recognized. Changes in the Company’s estimate of such fees are recorded when the change becomes known. 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 $23,745, $19,979, and $12,657 for the years ended December 31, 2016, 2015, and 2014, respectively. The Company derived its revenue from the following therapeutic classes: Year Ended December 31, 2016 2015 2014 Oncology $ $ $ Immunology(1) Hepatitis <10 % Specialty Infusion <10 % Multiple Sclerosis <10 % <10 % Other (none greater than 10% in the period) Total revenue $ $ $ (1) Includes drugs dispensed to treat arthritis, Crohn’s disease and psoriasis. Shipping and Handling Costs Shipping and handling costs are not billed to patients; therefore, there are no shipping and handling revenues. The Company recognizes shipping and handling costs as incurred as a component of “Selling, general and administrative expenses” and were $15,144, $13,899, and $12,269 for the years ended December 31, 2016, 2015, and 2014, respectively. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $3,868, $3,553, and $1,174 for the years ended December 31, 2016, 2015, and 2014, respectively. Defined Contribution Savings Plans The Company maintains certain defined contribution savings plans for eligible employees. The total expenses attributable to the Company’s defined contribution savings plans were $2,665, $1,877, and $1,179 for the years ended December 31, 2016, 2015, and 2014, respectively. Share-Based Compensation The Company grants stock options to key employees, which are accounted for as equity awards. The exercise price of a granted stock option is equal to the closing market stock price of the underlying common share on the date the option is granted. The grant date fair value of these awards is measured using the Black-Scholes-Merton option pricing model. Stock options generally become exercisable in installments of 25 percent 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. Certain stock option grants have performance-based conditions, which require the satisfaction of one-year revenue and Adjusted EBITDA goals prior to vesting. The Company expenses the grant date fair value of its stock options over their respective vesting periods on a straight-line basis. The Company grants restricted stock awards to non-employee directors, which are accounted for as equity awards. Such restricted stock fully vests on the first anniversary of the grant date. The grant date fair value of a restricted stock award is determined by the closing market price of the Company’s common stock as of the date of grant. The grant date fair value of restricted stock is expensed over the vesting period on a straight-line basis. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company records interest and penalties related to tax uncertainties as income tax expense. Based on management’s evaluation, the Company concluded there were no significant uncertain tax positions requiring recognition in its consolidated financial statements. Prior to January 23, 2014, the Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay federal corporate income taxes on its taxable income. Instead, the shareholders were liable for individual federal income taxes on their respective shares of the Company’s taxable income. Distributions were made periodically to the Company’s shareholders to the extent needed to cover their income tax liability based on the Company’s taxable income. Segment Information The Company’s chief operating decision maker reviews the financial results of the Company in total when evaluating financial performance and for purposes of allocating resources. The Company has thus determined that it operates in a single reportable segment — specialty pharmacy services. 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 required 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 were 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 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 ) Debt issuance costs of $550 and $719 related to the Company’s line of credit arrangement remained classified within “Other noncurrent assets” as of December 31, 2016 and 2015, respectively. 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 as 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 consolidated statement of operations, which resulted in the Company’s recognition of $4,148 in benefits to income tax expense during the year ended December 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 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 the adoption of ASU 2016-09. 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 impact to the Company’s consolidated financial statements as a result of this adoption. New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will supersede the existing revenue recognition guidance under U.S. GAAP. The new standard 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, though early adoption is permitted. ASU 2014-09 permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (cumulative catch-up transition method). The Company currently anticipates adopting ASU 2014-09 using the cumulative catch-up transition method. The Company continues to assess the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements and/or notes thereto, 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 does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements and/or notes thereto. 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, and can be adopted either prospectively or retrospectively. The adoption of this guidance will result in a balance sheet reclassification and require related disclosure revisions in the Company’s consolidated financial statements and notes thereto. 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 the 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 the impact that the adoption of this guidance will have on its consolidated financial statements and/or notes thereto. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates Step two from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for an entity’s annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company intends to adopt the accounting guidance contained within ASU 2017-04 effective January 1, 2017. The Company anticipates no immediate impact on its consolidated financial statements as a result of this adoption.

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	12 Months Ended
	Dec. 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 identifiable 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 regarding future business results, discount rates, and probabilities assigned to various potential business result scenarios. Valley Campus Pharmacy, Inc. On June 1, 2016, the Company acquired 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, and immunology. The Company acquired TNH to expand its existing business, enhance its proprietary technology, and increase its geographic presence, particularly in California and Texas. The following table summarizes the consideration transferred to acquire TNH: Cash $ 324,244 restricted common shares $ The above share consideration at closing is based on 324,244 shares, in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of May 31, 2016 ($32.58), and multiplied by 90 percent to account for the restricted nature of the shares. Approximately $3,800 of the purchase consideration was deposited into an escrow account to be held for two years after the closing date to satisfy any indemnification claims that may be made by the Company. The Company incurred acquisition-related costs of $410 which were charged to “Selling, general and administrative expenses” during the year ended December 31, 2016. The following table summarizes the preliminary fair values of identifiable assets acquired and liabilities assumed at the acquisition date: Cash $ Accounts receivable Inventories Prepaid expenses and other current assets Property and equipment Capitalized software for internal use Definite-lived intangible assets Other noncurrent 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 Amount Physician relationships 10 years $ Noncompete employment agreements 5 years Trade names and trademarks 1 year $ 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 area of Pennsylvania, is a provider of individualized patient care with a primary focus on those infected with the hepatitis C virus. The Company acquired Burman’s to expand its existing hepatitis business, enhance its proprietary technology, and 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 is based on 253,036 shares, as computed in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of June 18, 2015 ($42.06), and multiplied by 90 percent 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 indemnification claims that may be made by the Company. The Company incurred acquisition-related costs of $860 which were charged to “Selling, general and administrative expenses” during the year ended December 31, 2015. The following table summarizes the 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 Amount Physician relationships 10 years $ Noncompete 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. BioRx provides treatments for patients with ultra-orphan and rare, chronic diseases — predominately administered in the home and often via intravenous infusion. The Company acquired BioRx to expand its existing specialty infusion business and 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 of the Company’s common stock as of March 31, 2015 ($34.58), and multiplied by 90 percent to account for the restricted nature of the shares. The purchase price included a contingent consideration arrangement that required 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 value of the contingent consideration liability was $46,208 as of December 31, 2015. The Company issued 1,346,282 shares of its common stock, with a fair value of $36,888, along with $104 in cash, in full payout of the contingent consideration arrangement in April 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 indemnification claims made by the Company. The Company incurred acquisition-related costs of $1,398 which were charged to “Selling, general and administrative expenses” during the year ended December 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 Amount Patient relationships 10 years $ Noncompete employment agreements 5 years Trade names and trademarks 8 years $ MedPro Rx, Inc. On June 27, 2014, the Company acquired all of the authorized, issued, and outstanding shares of capital stock of MedPro Rx, Inc. (“MedPro”). MedPro, based in Raleigh, North Carolina, is a specialty pharmacy focused on specialty infusion therapies including hemophilia and immune globulin. The Company acquired MedPro to expand its existing specialty infusion business and increase its presence in the mid-Atlantic and Southern regions of the U.S. The Company did not acquire MedPro’s affiliate from which MedPro leased certain operating and other facilities. Instead, the Company, commensurate with the acquisition, entered into a five-year external lease agreement for the facilities on similar terms. As the Company does not direct the significant activities of the lessor, it is not consolidated into the Company’s financial statements. The following table summarizes the consideration transferred to acquire MedPro: Cash $ 716,695 restricted common shares Contingent consideration at fair value $ The purchase price includes a contingent consideration arrangement that required the Company to pay the former owners an additional payout based upon the achievement of certain revenue and gross profit targets in each of the 12-month periods ending June 30, 2015 and 2016. The maximum payout of contingent consideration was $11,500. Based upon MedPro’s actual results for the 12-month periods ended June 30, 2015 and 2016, the Company paid the maximum payout of $5,750 during both the third quarter of 2015 and 2016. Approximately $3,500 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 full amount was released to the seller from escrow during the third quarter of 2016. The Company incurred acquisition-related costs of $825 which were charged to “Selling, general and administrative expenses” during the year ended December 31, 2014. 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 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 Amount Patient relationships 7 years $ Trade names and trademarks 10 years Noncompete employment agreements 5 years $ Pro Forma Operating Results The following 2016 unaudited pro forma summary presents consolidated financial information as if the TNH acquisition had occurred on January 1, 2015. The following 2015 unaudited pro forma summary presents consolidated financial information as if the TNH acquisition had occurred on January 1, 2015 and the BioRx and Burman’s acquisitions had occurred on January 1, 2014. The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as amortization expense resulting from intangible assets acquired and adjustments to reflect the Company’s borrowings and tax rates. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of the as if dates or of results that may occur in the future. Year Ended December 31, 2016 2015 Net sales $ $ Net income attributable to Diplomat Pharmacy, Inc. $ $ Net income per common share — basic $ $ Net income per common share — diluted $ $

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 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 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 were measured and disclosed at fair value on a recurring basis at December 31, 2015: Asset / Valuation (Liability) Level 3 Technique Contingent consideration $ ) $ ) C The following table sets forth a roll forward of the Level 3 measurements: Contingent Balance at January 1, 2014 $ ) MedPro acquisition ) Change in fair value — American Homecare Federation, Inc. (“AHF”) and MedPro ) Balance at December 31, 2014 ) BioRx acquisition ) Change in fair value — AHF, BioRx, and MedPro ) Payments — AHF and MedPro Balance at December 31, 2015 ) Change in fair value — BioRx and MedPro Payments — AHF, BioRx, and MedPro Balance at December 31, 2016 $ — 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.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2016
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, Useful Life 2016 2015 Land — $ $ Buildings 40 years Leasehold improvements 5 - 15 years* Equipment and fixtures 5 - 10 years Computer equipment 3 - 5 years Construction in progress Accumulated depreciation ) ) $ $ * Unless applicable lease term is shorter. Depreciation expense for the years ended December 31, 2016, 2015, and 2014 was $3,075, $2,071, and $1,474, respectively.

CAPITALIZED SOFTWARE FOR INTERN

CAPITALIZED SOFTWARE FOR INTERNAL USE	12 Months Ended
	Dec. 31, 2016
CAPITALIZED SOFTWARE FOR INTERNAL USE
CAPITALIZED SOFTWARE FOR INTERNAL USE	7. CAPITALIZED SOFTWARE FOR INTERNAL USE Capitalized software, consisting of software acquired and developed internally, was comprised as follows: December 31, Useful Life 2016 2015 Capitalized software for internal use 3 - 5 years $ $ Construction in progress Accumulated amortization ) ) $ $ Amortization expense for the years ended December 31, 2016, 2015, and 2014 was $13,102, $4,541, and $2,635, respectively. Estimated future amortization expense is as follows: 2017 $ 2018 2019 2020 $

GOODWILL AND DEFINITE-LIVED INT

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2016
GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS
GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS	8. GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS The following table sets forth a roll forward of goodwill: Balance at January 1, 2014 $ MedPro acquisition Miscellaneous ) Balance at December 31, 2014 BioRx acquisition Burman’s acquisition Miscellaneous Balance at December 31, 2015 TNH acquisition Miscellaneous Balance at December 31, 2016 $ Definite-lived intangible assets consisted of the following: December 31, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net Patient relationships $ $ ) $ $ $ ) $ Noncompete employment agreements ) ) Physician relationships ) ) Trade names and trademarks ) ) Software licensing agreement ) — — Intellectual property ) — — Favorable supply agreement ) — ) $ $ ) $ $ $ ) $ Amortization expense for the years ended December 31, 2016, 2015, and 2014 was $33,868, $24,229, and $4,030, respectively. As of December 31, 2016, the weighted average remaining useful lives for the net carrying amounts of patient relationships, noncompete employment agreements, physician relationships, and trade names and trademarks are 7.8 years, 3.4 years, 6.6 years, and 2.8 years, respectively. Estimated future amortization expense is as follows: 2017 $ 2018 2019 2020 2021 Thereafter $ 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 percent 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. During the third quarter of 2016, primarily due to updated projections of continuing losses into the foreseeable future, the Company fully impaired Primrose’s intangible assets. The $4,804 impairment is contained within “Selling, general and administrative expenses” for the year ended December 31, 2016. Primrose’s post-impairment balance sheet consists primarily of cash and cash equivalents as of December 31, 2016.

INVESTMENTS IN NON-CONSOLIDATED

INVESTMENTS IN NON-CONSOLIDATED ENTITIES	12 Months Ended
	Dec. 31, 2016
INVESTMENTS IN NON-CONSOLIDATED ENTITIES
INVESTMENTS IN NON-CONSOLIDATED ENTITIES	9. INVESTMENTS IN NON-CONSOLIDATED ENTITIES Ageology In October 2011, the Company purchased a 25 percent minority interest in WorkSmart MD, LLC, also known as Ageology, for $5,000 of cash consideration, which was paid in installments during 2011, 2012, and 2013. No further payments or other commitments are required as of December 31, 2016. Because the Company does not direct the activities that most significantly impact the economic performance of Ageology, management has determined that the Company is not its primary beneficiary. Ageology is an anti-aging physician network dedicated to nutrition, fitness, and hormones, and has created a commercial software product for anti-aging physician practices that became a saleable product during the latter half of 2014. The Company accounted for Ageology under the equity method, as it has significant influence over its operations. The Company’s portion of Ageology’s net loss for the year ended December 31, 2014 was $1,339. During January 2014, the Company entered into a $500, 8 percent per annum interest bearing secured promissory note receivable from Ageology. During November and December 2013, the Company entered into two $1,000 6 percent per annum interest-bearing promissory notes receivable from Ageology. The notes are secured by all personal property and fixtures owned by Ageology. These notes are due on demand. In addition, in transactions unrelated to the Company, an affiliated entity of the Company’s chief executive officer has personally invested $15,250 in Ageology as of December 31, 2016. During the fourth quarter of 2014, the Company reassessed the recoverability of its investment in Ageology. Based upon this assessment, it was determined that a full impairment was warranted, primarily due to updated projections of continuing losses into the foreseeable future. The $4,869 impairment is contained within “Equity loss and impairment of non-consolidated entities” for the year ended December 31, 2014. Physician Resource Management, Inc. In December 2014, the Company invested $3,500 in Physician Resource Management, Inc. (“PRM”) in exchange for a 15.0 percent equity position. In October 2015, the Company invested an additional $1,459, which increased its equity position in PRM to 19.9 percent. The Company accounted for this investment under the cost method, as the Company does not have significant influence over its operations. In transactions unrelated to the Company, the Company’s chief executive officer has personally invested $250 in PRM through December 31, 2016. During January 2017, PRM completed the planned sale of its primary asset. Based upon the terms of the sales agreement, the Company anticipates that it will receive approximately $300 in proceeds from this sale. The Company recognized a $4,659 impairment, which is contained within “Equity loss and impairment of non-consolidated entities,” for the year ended December 31, 2016 to write its cost method investment in PRM to net realizable value.

DEBT

DEBT	12 Months Ended
	Dec. 31, 2016
DEBT
DEBT	10. DEBT On July 20, 2012, the Company entered into a credit facility (“facility”) with Capital One, as agent and lender, along with other lenders and credit parties, that provided for borrowings under a line of credit of up to $60,000. In 2013, the facility was amended to increase the commitment under the line of credit to $85,000. In June 2014, the facility was further amended to increase the commitment under the line of credit to $120,000. On April 1, 2015, in connection with the BioRx acquisition, 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 an increase in the Company’s line of credit to $175,000, a fully drawn Term Loan A for $120,000, and a deferred draw term loan for an additional $25,000 (“credit facility”). The credit facility also extended the maturity date to April 1, 2020. The credit facility 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 of the line of credit. The credit facility is guaranteed by substantially all of the Company’s subsidiaries and is collateralized by substantially all of the Company’s and its subsidiaries’ respective assets, with certain exceptions. In addition, the Company has pledged the equity of substantially all of its subsidiaries as security for the obligations under the credit facility. The Company adds newly acquired subsidiaries promptly for purposes of, among other things, the guarantor, collateralization, and pledge provisions of the credit facility. The Company is required to maintain a depository bank account where money is collected and swept directly to the line of credit. Under its line of credit, the Company had weighted average borrowings of $11,986 and $12,022, and maximum borrowings of $82,683 and $78,866 during the years ended December 31, 2016 and 2015, respectively. The Company had $111,000 and $117,000 outstanding on Term Loan A as of December 31, 2016 and 2015, respectively. Unamortized debt issuance costs of $3,316 and $4,294 as of December 31, 2016 and 2015, respectively, are presented in the consolidated balance sheets as direct deductions from the outstanding debt balances (Note 3). The Company had $39,255 and $0 outstanding on its line of credit as of December 31, 2016 and 2015, respectively. The Company had $129,908 and $166,691 available to borrow on its line of credit at December 31, 2016 and 2015, respectively. At December 31, 2016, the Company’s Term Loan A interest rate options were (i) LIBOR (as defined) plus 2.50 percent or (ii) Base Rate (as defined) plus 1.50 percent, and the Company’s line of credit and swingline loan interest rate options were (i) LIBOR (as defined) plus 2.00 percent or (ii) Base Rate (as defined) plus 1.00 percent. The Company’s Term Loan A interest rate was 3.13 percent and 2.74 percent at December 31, 2016 and 2015, respectively. The Company’s line of credit interest rate was 4.50 percent at December 31, 2016. In addition, the Company is charged a monthly unused commitment fee ranging from 0.25 percent to 0.50 percent on its average unused daily balance on its $175,000 line of credit and from 0.50 percent to 0.75 percent on its $25,000 deferred draw term loan. During 2015, the Company incurred deferred financing costs of $5,055 associated with the credit facility, which were capitalized. These costs, along with previously unamortized deferred debt issuance costs, are being amortized to interest expense over the term of the credit facility. The credit facility contains certain financial and non-financial covenants. The Company was in compliance with all such covenants as of December 31, 2016 and 2015. The Company has the following contractual debt obligations outstanding associated with Term Loan A at December 31, 2016: 2017 $ 2018 2019 2020 $ The Company recognized related party interest expense of $781 for the year ended December 31, 2014. In October 2014, the Company repaid all of its outstanding borrowings, including related party note payables, with proceeds received from its IPO.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2016
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION	11. SHARE-BASED COMPENSATION Stock Options Effective October 2014, the Company established the 2014 Omnibus Incentive Plan (“2014 Plan”), which permits the granting of stock options, stock appreciation rights, restricted stock awards, and other stock-based awards. The 2014 Plan initially authorized up to 4,000,000 shares of common stock for awards to be issued to employees, directors, or consultants of the Company, and each fiscal year, the number of shares reserved for issuance under the plan automatically increases by an amount equal to 2 percent of the total number of outstanding shares of common stock as of the beginning of such fiscal year. The stock-based awards will be issued at no less than the market price on the date the awards are granted. Under the 2014 Plan, the Company granted service-based awards of 1,165,000, 893,896, and 982,000 options to purchase common stock to key employees during the years ended December 31, 2016 and 2015 and the fourth quarter of 2014, respectively. The options become exercisable in installments of 25 percent per year, beginning on the first anniversary of the grant date and each of the three anniversaries thereafter, and have a maximum term of 10 years. The Company also granted performance-based awards of 381,532 and 391,043 options to purchase common stock to key employees under the 2014 Plan during the years ended December 31, 2016 and 2015, respectively, that are earned based upon the Company’s performance relative to specified revenue and adjusted earnings before interest, taxes, depreciation, and amortization goals corresponding to the year in which granted. None of the performance-based awards granted during 2016 were earned and, therefore, no share-based compensation expense was recorded for these awards in 2016. All but 2,084 of the performance-based awards granted during 2015 were earned. The earned options vest in four installments of 25%, with the first installment vesting upon 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 10 years. The Company’s 2007 Stock Option Plan, as amended (“2007 Plan”), authorized the granting of stock options to employees, directors, or consultants at no less than the market price on the date the option was granted. Options generally become exercisable in installments of 25 percent per year, beginning on the first anniversary of the grant date and each of the three anniversaries thereafter, and have a maximum term of 10 years. No further awards will be granted under the 2007 Plan. All outstanding awards previously granted under the 2007 Plan, including those granted in 2014, will continue to be governed by their existing terms. The Company recorded share-based compensation expense associated with stock options of $5,073, $3,748, and $2,846 for the years ended December 31, 2016, 2015, and 2014, respectively. At December 31, 2016, the total compensation cost related to non-vested options not yet recognized was $13,042, which will be recognized over a weighted average period of 1.5 years, assuming all employees complete their respective service periods for vesting of the options. A summary of the Company’s stock option activity for the years ended December 31, 2014, 2015, and 2016 is as follows: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Life Value (In years) Outstanding at January 1, 2014 $ $ Granted Repurchased ) Outstanding at December 31, 2014 Granted Repurchased ) Exercised ) Expired/cancelled ) Outstanding at December 31, 2015 Granted Exercised ) Expired/cancelled ) Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 $ $ The total intrinsic value of options exercised/repurchased during the years ended December 31, 2016, 2015, and 2014 was $13,048, $103,317, and $9,400, respectively. The weighted average grant-date fair value of options granted during the years ended December 31, 2016, 2015, and 2014 was $6.34, $11.84, and $3.37, respectively. The grant-date fair value of each option award was estimated using the Black-Scholes-Merton option-pricing model using the assumptions set forth in the following table: Year Ended December 31, 2016 2015 2014 Exercise price $14.40 - $36.60 $27.80 - $48.72 $13.00 - $16.74 Expected volatility 23.90% - 24.76% 25.12% - 26.70% 23.2% - 24.3% Expected dividend yield 0% 0% 0% Risk-free rate for expected term 1.23% - 2.06% 1.53% - 2.01% 1.82% - 1.85% Expected term (in years) 6.25 6.25 6.25 Estimating grant date fair values for employee stock options requires management to make assumptions regarding the current value of the Company’s common shares (prior to IPO closing), expected volatility of value of those underlying shares, the risk-free rate over the expected life of the stock options, and the length of time in years that the granted options are expected to be outstanding. Prior to the closing of the IPO, the Company estimated its common share fair value using the income approach and market approach using the market comparable method. Due to the Company’s limited history as a public company, 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, 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. In May 2014, the Company entered into a Stock Option Redemption Agreement with a former executive whereby the Company repurchased vested stock options to buy 884,000 shares of common stock for the cash purchase price of $4,000. No incremental compensation expense was recognized as a result of this repurchase. In April 2014, the Company repurchased vested stock options to buy 183,993 shares of common stock from certain current employees for cash consideration, totaling $2,300. No incremental compensation expense was recognized as a result of these repurchases. In January 2014, the Company repurchased vested stock options to buy 239,768 shares of common stock from certain current employees for cash consideration, totaling $3,100. 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 nonqualified 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 (Note 3), in instances where share-based compensation expense for income 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 years ended December 31, 2015 and 2014, the Company recorded excess tax benefits related to share-based awards of $20,805 and $3,689, respectively, as increases to shareholders’ equity. Prior to the Company’s adoption of ASU 2016-09 (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 $20,805 and $3,689 of excess tax benefits related to share-based awards as decreases to cash flows from operating activities and as increases to cash flows from financing activities for the years ended December 31, 2015 and 2014, respectively. Restricted Stock Awards Under the 2014 Plan, the Company issued restricted stock awards to non-employee directors. The value of the restricted stock awards was determined by the market value of the Company’s common stock at the date of grant. The value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting period, which is one year. The Company recorded share-based compensation expense associated with restricted stock awards of $339, $188, and $25 for the years ended December 31, 2016, 2015, and 2014, respectively. At December 31, 2016, the total compensation cost related to non-vested restricted stock awards not yet recognized was $79, which will be recognized during 2017, assuming the non-employee directors complete their service period for vesting of the restricted stock awards. A summary of the Company’s restricted stock award activity for the years ended December 31, 2014, 2015, and 2016 is as follows: Number Weighted of Shares Average Subject to Grant Date Restriction Fair Value Nonvested at January 1, 2014 — $ — Granted Nonvested at December 31, 2014 Granted Vested ) Nonvested at December 31, 2015 $ Granted Vested ) Nonvested at December 31, 2016 $

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
INCOME TAXES
INCOME TAXES	12. INCOME TAXES As disclosed in Note 2, the Company converted its income tax status from an S corporation to a C corporation on January 23, 2014. Accordingly, on that date, the Company recorded a net deferred income tax liability of $2,965 and a corresponding charge to deferred income tax expense. Significant components of the expense for income taxes for the years ended December 31, 2016 and 2015 and for the period from January 23, 2014 to December 31, 2014 are as follows: 2016 2015 2014 Current: Federal $ ) $ ) $ ) State and local ) ) ) Total current ) ) ) Deferred: Federal ) State and local ) Total deferred ) $ ) $ ) $ ) The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense is as follows: Year Ended December 31, 2016 2015 2014 Income tax expense at U.S. statutory rate $ ) $ ) $ ) Tax effect from: Excess tax benefits (Note 3) — — State income taxes, net of federal benefit ) ) ) Loss on noncontrolling interest ) ) ) Change in fair value of redeemable common shares — — Adoption of C corporation status — — ) Termination of existing stock redemption agreement — — ) Earnings while a S corporation — — Other ) Income tax expense $ ) $ ) $ ) Significant components of deferred tax assets and liabilities are as follows: December 31, 2016 2015 Deferred tax assets: Allowance for doubtful accounts $ $ Net operating loss and credit carryforwards — Compensation and benefits Investments — Other temporary differences Total deferred tax assets Deferred tax liabilities: Property and intangible assets ) ) Prepaid expenses and other current assets ) ) Other temporary differences — ) Total deferred tax liabilities ) ) Net deferred tax assets (liabilities) $ $ ) At December 31, 2016, the Company had $11,779 of federal and $45,769 of state and local gross net operating loss carry-forwards. The federal gross net operating loss carry-forwards expire in 2036. The state and local gross net operating loss carry-forwards expire at various times through 2036. At December 31, 2016, the Company has alternative minimum tax credit carry-forwards of $676, which have no expiration. The Company prepares and files tax returns based on interpretations of tax laws and regulations. In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless it is determined to be more likely than not that such tax positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes a tax benefit taken on its tax return if it believes it is more likely than not that such tax position would be sustained. There is considerable judgment involved in determining whether it is more likely than not that such tax positions would be sustained. As of both December 31, 2016 and 2015, the Company had unrecognized tax benefits of $268; all of which, if recognized, would reduce both tax expense and the effective tax rate. The following table sets forth a roll forward of the Company’s unrecognized tax benefits: Year Ended December 31, 2016 2015 Balance at January 1 $ $ — Additions for tax positions of prior years — Balance at December 31 $ $ The Company would adjust its tax reserve estimates periodically because of ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations, and interpretations. The consolidated tax provision of any given year includes adjustments to prior year income tax accruals and related estimated interest charges that are considered appropriate. The Company’s 2015 and 2014 C corporation tax returns are open to examination by U.S. federal, state, and local taxing authorities.

INCOME PER COMMON SHARE

INCOME PER COMMON SHARE	12 Months Ended
	Dec. 31, 2016
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE	13. INCOME PER COMMON SHARE For the period January 23, 2014 through October 9, 2014, the Company computed net income per common share using the two-class method as its Redeemable Series A Preferred Stock met the definition of a participating security and thereby shared in the net income or loss of the Company on a ratable basis with the common shareholders. The preferred stock’s portion of net income for the year ended December 31, 2014 was 10 percent. Concurrent with the closing of the Company’s IPO, all outstanding Redeemable Series A Preferred Stock converted into Class C Voting Common Stock, which then immediately converted into no par common stock. Basic income per common share is computed by dividing net income allocable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income per common share further includes any common shares available to be issued upon: exercise of outstanding service-based stock options; exercise of outstanding performance-based stock options for which all performance conditions were satisfied; and satisfaction of all contingent consideration performance conditions; and conversion of preferred stock, along with the vesting of restricted stock, if such inclusions would be dilutive. The following table sets forth the computation of basic and diluted income per common share: Year Ended December 31, 2016 2015 2014 Numerator: Net income attributable to Diplomat Pharmacy, Inc. $ $ $ Less: income attributable to preferred shareholders — — Net income attributable to common shareholders 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 share attributable to common shareholders: Basic $ $ $ Diluted $ $ $ Stock options to purchase a weighted average of 1,542,064, 649,564, and 485,122 common shares were excluded from the computation of diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015, and 2014, respectively, as inclusion of such options would be anti-dilutive. Performance-based stock options to purchase up to a weighted average of 291,277, 410,452, and 799,067 common shares were excluded from the computation of diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015, and 2014, respectively, as all performance conditions were not satisfied at some/all quarter-end periods within the respective years. Contingent consideration to issue a weighted average of 1,012,732 common shares was excluded in the computation of diluted weighted average common shares outstanding for the year ended December 31, 2015, as all performance conditions were not satisfied until the quarter ended December 31, 2015. All outstanding restricted stock awards were dilutive for the years ended December 31, 2016, 2015, and 2014. The effect of all Redeemable Series A Preferred Stock were excluded from the computation of diluted weighted average common shares outstanding for the year ended December 31, 2014 as inclusion would be anti-dilutive.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	14. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. In addition, on November 10, 2016, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Michigan against Diplomat Pharmacy, Inc. and certain officers of the Company. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with public filings made between October 9, 2014 and November 2, 2016 (the “potential class period”). The plaintiff seeks to represent a class of shareholders who purchased stock in the potential class period. The complaint seeks unspecified monetary damages and other relief. The Company believes the complaint and allegations to be without merit and intends to vigorously defend itself against these actions. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on its results of operations, financial condition, or cash flows. In the opinion of management, the disposition or ultimate resolution of all other currently known claims and lawsuits will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Purchase Commitments In October 2016, the Company amended its contract with AmerisourceBergen. This amended contract commits the Company to a minimum purchase obligation of approximately $2,000,000 per contract year and extended the contract expiration date to September 30, 2018. The Company fully expects to meet this requirement. Lease Commitments The Company leases multiple pharmacy and distribution facilities and office equipment under various operating lease agreements expiring through September 2026. Total rental expense under operating leases for the years ended December 31, 2016, 2015, and 2014 was $4,179, $3,295, and $2,241, respectively, exclusive of property taxes, insurance, and other occupancy costs generally payable by the Company. Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year as of December 31, 2016 are as follows: 2017 $ 2018 2019 2020 2021 Thereafter $

SHAREHOLDERS' EQUITY (DEFICIT)

SHAREHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS	12 Months Ended
	Dec. 31, 2016
SHAREHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS
SHAREHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS	15. SHAREHOLDERS’ EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS Capital Stock Effective September 2014, the Company amended its Certificate of Incorporation to change its authorized capital stock to consist of (i) 590 million shares of common stock, no par value, of which 66,764,999 shares were issued and outstanding as of December 31, 2016, and (ii) 10 million authorized shares of preferred stock. In January 2014, the Company’s authorized capital stock consisted of (i) 42,500,000 shares of Class A Voting Common Stock, (ii) 807,500,000 shares of Class B Nonvoting Common Stock, (iii) 2,992,000 shares of Class C Voting Stock, and (iv) 2,992,000 of Series A Preferred Stock. On March 31, 2014, pursuant to the Second Amended and Restated Articles of Incorporation, the Company’s authorized capital stock was amended further to provide for a total of 6,222,000 shares of Redeemable Series A Preferred Stock and 6,222,000 shares of Class C Voting Stock. Prior to January 2014, the Company’s authorized capital stock consisted of 42,500,000 shares of Class A Voting Common Stock and 807,500,000 of Class B Nonvoting Common Stock. No Par, Common Stock In October 2014, the Company issued and sold 11,000,000 shares of its no par common stock and certain existing shareholders sold 4,333,333 shares in its IPO at an offering price of $13.00 per share. The Company received net proceeds of $130,440 after deducting underwriting discounts and commissions of $9,652, and other offering expenses of $2,908. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. Immediately prior to the closing of the IPO, each share of the then outstanding shares of capital stock totaling 40,448,744 shares converted into one share of no par common stock. Accordingly, $15,575 of previously contributed capital was reclassified into common stock leaving only accumulated stock-based compensation and related excess tax benefits in the additional paid-in capital account. Holders of common stock are entitled to one vote per share and to receive dividends. The holders have no preemptive, conversion, or subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock as described below with respect to dividend rights or rights upon liquidation, winding up, and dissolution of the Company. Class A, B, and C Common Stock Prior to the closing of the IPO, each class of common stock had equal and identical rights, preferences, and limitations, other than voting. The Class B common stock did not have any voting rights, but Class A and Class C had 20 votes per share and one vote per share, respectively. In August 2014, the Company issued 372,486 shares of Class B Nonvoting Common Stock to a non-employee relative (and associated trusts) of the Company’s chief executive officer, in connection with the termination of an existing Stock Redemption Agreement. The Company recorded a charge of $4,842 during the year ended December 31, 2014 to “Termination of existing stock redemption agreement” in the consolidated statement of operations upon issuance of the shares. The value of the issued shares was based on the Company’s IPO price of $13.00 per share. In June 2014, the Company issued 716,695 shares of Class B Nonvoting Common Stock, valued at $12,000, in connection with its acquisition of MedPro. Refer to Note 4. Upon the closing of the IPO, the Class A, Class B, and Class C common shares were converted into shares of the Company’s no par value common stock on a one-for-one basis. Preferred Stock The Company’s authorized capital stock includes 10 million shares of preferred stock. The shares of preferred stock may be divided into and issued in one or more series. The Board of Directors is authorized to issue preferred stock from time to time in one or more series, with such designations and such relative voting, dividend, liquidation, and other rights, preferences, and limitations as may be adopted by the Board of Directors. No shares of preferred stock were issued or outstanding as of December 31, 2016. Noncontrolling Interest Noncontrolling interest in a consolidated subsidiary in the consolidated balance sheets represents minority stockholders’ proportionate share of the equity in Primrose.

MANDATORILY REDEEMABLE COMMON S

MANDATORILY REDEEMABLE COMMON SHARES	12 Months Ended
	Dec. 31, 2016
MANDATORILY REDEEMABLE COMMON SHARES
MANDATORILY REDEEMABLE COMMON SHARES	16. MANDATORILY REDEEMABLE COMMON SHARES Upon the closing of the Company’s IPO, 2,423,616 shares of redeemable common stock outstanding were converted into shares of no par value common stock on a one-for-one basis. Several years prior to its IPO, the Company issued 11,050,000 shares of common stock to two shareholders that had certain redemption features which provided that upon the death of the shareholder or termination of his employment from the Company, all such outstanding shares owned by such shareholder would immediately be deemed to be offered for sale to the Company at an agreed-upon price meant to represent the then-current fair value of such shares. Due to this repurchase feature, the Company would be required to purchase the shares. Pursuant to this provision, the common shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their period-end estimated fair value. Changes in fair value were reflected as “Changes in fair value of redeemable common shares” on the consolidated statement of operations. Fair value was determined based on good faith estimates of the Company’s Board of Directors, in some cases with the assistance of independent third party valuations of the Company. At January 1, 2014, 3,187,500 shares of these mandatorily redeemable common stock were outstanding. The Company redeemed 143,339 common shares in exchange for cash of $2,400 pursuant to a Stock Redemption Agreement, dated January 2014. The Company redeemed 195,545 common shares in exchange for cash of $3,274 pursuant to a Stock Redemption Agreement, dated April 2014. In June 2014, the holder of 425,000 redeemable common shares transferred them into a separate trust. On such date, the redemption provisions on the transferred shares were terminated and the fair value of the common shares of $7,116 was reclassified from liabilities to shareholders’ equity.

REDEEMABLE SERIES A PREFERRED S

REDEEMABLE SERIES A PREFERRED STOCK	12 Months Ended
	Dec. 31, 2016
REDEEMABLE SERIES A PREFERRED STOCK
REDEEMABLE SERIES A PREFERRED STOCK	17. REDEEMABLE SERIES A PREFERRED STOCK Upon the closing of the Company’s IPO, the shares of Redeemable Series A Preferred Stock outstanding were converted into shares of Class C Voting Common Stock on a one-for-one basis. The shares of Class C Voting Common Stock were then immediately converted into shares of no par value common stock on a one-for-one basis. Prior to the Company’s IPO, the Redeemable Series A Preferred Stock had a zero coupon rate, optional redemption rights, and liquidation preferences. The Redeemable Series A Preferred Stock was also convertible into Class C Voting Common Stock at any time at the option of the holder on a one-for-one basis, subject to certain adjustments. The initial conversion price per share for Redeemable Series A Preferred Stock was the original issue price, subject to adjustment, as defined. The Redeemable Series A Preferred Stock was entitled to vote as if converted into Class C Voting Common Stock. The Redeemable Series A Preferred Stock automatically converted into Class C Voting Common Stock upon either (i) a qualified common stock public offering, as defined, or (ii) an affirmative vote of the majority of the Redeemable Series A Preferred Stock. The holders of the Redeemable Series A Preferred Stock, upon an affirmative vote of the majority, could have demanded redemption of all outstanding shares of Redeemable Series A Preferred Stock anytime on or after the earlier of (i) January 23, 2021, (ii) such time as the Company’s aggregate market price, as defined, was equal to or greater than $5,000,000, and (iii) such time as certain changes were made to the Company’s Board of Directors, certain executive officers, and/or certain controlling shareholders. The redemption price was payable in cash and would be the greater of the original issuance price plus all declared but unpaid dividends and fair market value, as defined. Due to these redemption features, the Redeemable Series A Preferred Stock was reflected outside of permanent equity on the consolidated balance sheet. Upon a liquidation event, as defined, the Redeemable Series A Preferred stockholders were entitled to receive the greater of (i) the sum of the original issuance price plus a 15 percent return compounded annually and (ii) the amount they would receive upon the liquidation had the Redeemable Series A Preferred Stock converted into Class C Voting Common Stock on the liquidation date. In January 2014, the Company entered into a Redeemable Series A Preferred Stock Purchase Agreement with certain funds of T. Rowe Price Associates, Inc. (“T. Rowe”) under which the Company issued to T. Rowe 2,986,229 shares of Redeemable Series A Preferred Stock at a purchase price of $16.74 per share. The Company used $20,000 of this $50,000 investment for general corporate purposes, inclusive of fees associated with this transaction, and the remaining $30,000 was distributed to holders of common stock including 143,339 redeemable shares ($26,900) and holders of options to acquire common stock ($3,100) (Note 11). In April 2014, the Company entered into a Redeemable Series A Preferred Stock Purchase Agreement with certain funds of Janus Capital Management LLC (“Janus”) under which the Company issued to Janus 3,225,127 shares of Redeemable Series A Preferred Stock at a purchase price of $16.74 per share. The Company used $25,200 of this $54,000 investment for general corporate purposes, inclusive of fees associated with this transaction, and the remaining $28,800 was distributed to holders of common stock including 195,545 redeemable shares ($26,500) and holders of options to acquire common stock ($2,300) (Note 11).

SUBSEQUENT EVENT

SUBSEQUENT EVENT	12 Months Ended
	Dec. 31, 2016
SUBSEQUENT EVENT
SUBSEQUENT EVENT	18. SUBSEQUENT EVENT On February 1, 2017, the Company acquired Affinity Biotech, Inc., a specialty pharmacy and infusion services company based in Houston, TX that provides treatments and nursing services for patients with hemophilia. Under the terms of the agreement, Diplomat transferred cash consideration of approximately $16,000, with an additional payout of up to $4,000 based upon the achievement of a certain earnings before interest, taxes, depreciation, and amortization target in the 12-month period ending January 31, 2018.

SELECTED QUARTERLY FINANCIAL DA

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)	12 Months Ended
	Dec. 31, 2016
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)	19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following table presents selected quarterly financial data for each of the quarters in the years ended December 31, 2016 and 2015: For the 2016 Quarter Ended March 31 June 30 September 30 December 31 Net sales $ $ $ $ Gross profit Income (loss) before income taxes ) Net income (loss) ) Net income (loss) attributable to Diplomat ) Basic income (loss) per common share ) Diluted income (loss) per common share ) For the 2015 Quarter Ended March 31 June 30 September 30 December 31 Net sales $ $ $ $ Gross profit Income before income taxes Net income Net income attributable to Diplomat Basic income per common share Diluted income per common share The Company’s results were impacted by the following: · Quarter ended December 31, 2016: The Company recognized a $4,659 impairment of its cost method investment in PRM (Note 9). · Quarter ended September 30, 2016: The Company was assessed and recorded approximately $8,000 in additional DIR fees, of which approximately $4,000 were retroactive DIR fees that increased its previous estimates by approximately $1,700 and $2,300 for the first and second quarters of 2016, respectively. The Company recognized a $4,804 impairment of its Primrose intangible assets (Note 8), partially offset by $2,354 which was the noncontrolling interests’ allocation of the recognized impairment. The Company recognized $3,076 in excess tax benefits (Note 3). · Quarter ended March 31, 2016: The Company recognized a $9,071 change in the fair value of contingent consideration, primarily due to a reduction in its BioRx contingent consideration liability caused by a decrease in the Company’s stock price. · Quarter ended December 31, 2015: The Company recognized a $(8,384) change in the fair value of contingent consideration, primarily due to an increase in its BioRx contingent consideration liability caused by an increase in the Company’s stock price. · Quarter ended September 30, 2015: The Company recognized a $6,829 change in the fair value of contingent consideration, primarily due to a reduction in its BioRx contingent consideration liability caused by a decrease in the Company’s stock price.

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Diplomat Pharmacy, Inc., its wholly owned subsidiaries, and a 51 percent owned subsidiary, formed in August 2014, which the Company controls. The Company also owns a 25 percent interest in a non-consolidated entity which is accounted for under the equity method of accounting since the Company does not control the entity but has the ability to exercise significant influence over its operating and financial policies. This equity method investment was fully impaired during the fourth quarter of 2014 (Note 9). An investment in an entity in which the Company owns less than 20 percent and does not have the ability to exercise significant influence is accounted for under the cost method. This cost method investment was impaired during the fourth quarter of 2016 (Note 9). Noncontrolling interest in a consolidated subsidiary in the 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.
Concentrations of Risk	Concentrations of Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with banks or other financial institutions and trade accounts receivable. A federal program provides non-interest bearing cash balances insurance coverage up to $250 per depositor at each financial institution. The Company’s cash balances may exceed federally insured limits. Concentration of credit risk with respect to trade accounts receivable is limited by the large number of patients comprising the Company’s customer base and their dispersion across multiple payors and multiple geographic areas. No single payor customer accounted for more than 10 percent of net sales for any period presented or trade accounts receivable at December 31, 2016 and 2015. The Company purchases a significant portion of its prescription drug inventory from AmerisourceBergen, a prescription drug wholesaler. These purchases accounted for approximately 49 percent, 50 percent, and 57 percent of cost of products sold for the years ended December 31, 2016, 2015, and 2014, respectively. The Company has alternative vendors available if necessary. See Note 14 for discussion of the Company’s minimum purchase obligation with AmerisourceBergen. The Company purchases certain prescription drugs from Celgene Corporation (“Celgene”) and Pharmacyclics, Inc. (“Pharmacyclics”), drug manufacturers. Purchases from Celgene and Pharmacyclics accounted for approximately 13 percent and 10 percent, 12 percent and 9 percent, and 15 percent and 7 percent of cost of products sold for the years ended December 31, 2016, 2015, and 2014, respectively, with no minimum purchase obligation. The specialty drugs that the Company purchases from Celgene and Pharmacyclics are not available from any other source.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents.
Accounts Receivable, net	Accounts Receivable, net Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third-party pharmacy benefit managers and insurance providers and are based on contracted prices. Trade accounts receivable are unsecured and require no collateral. Trade accounts receivable terms vary by payor, but generally are due within 30 days after the sale of the product or performance of the service. The Company maintains an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall economic conditions, historical and anticipated customer performance, historical experience with write-offs, and the level of past due accounts. The Company’s general policy for uncollectible accounts, if not reserved through specific examination procedures, is to reserve based upon the aging categories of accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Activity in the allowance for doubtful accounts was as follows: Year Ended December 31, 2016 2015 2014 Beginning balance $ ) $ ) $ ) Charged to expense ) ) ) Write-offs, net of recoveries Ending balance $ ) $ ) $ )
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.
Property and Equipment, net	Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally computed on a straight-line basis over the estimated useful lives of the assets. The costs of leasehold improvements are depreciated either over the life of the improvement or the lease term, whichever is shorter. For income tax purposes, accelerated methods of depreciation are generally used. Significant improvements are capitalized, and disposed or replaced property is written off. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in earnings.
Capitalized Software for Internal Use, net	Capitalized Software for Internal Use, net The Company capitalizes certain development costs primarily related to a custom-developed, proprietary, scalable patient care system. The Company expenses the costs incurred during the preliminary project stage, and capitalizes the direct development costs, including the associated payroll and related costs for employees and outside contractors working on development, during the application development stage. The Company monitors development on an ongoing basis and capitalizes the costs of any major improvements or that result in significant additional functionality. Capitalized internal use software costs are amortized on a straight-line basis over the estimated useful lives of the assets, generally three to five years. For income tax purposes, accelerated methods of amortization are generally used. Management evaluates the useful lives of these assets on an annual basis.
Definite-Lived Intangible Assets, net	Definite-Lived Intangible Assets, net Definite-lived intangible assets consist of assets related to acquisitions and are amortized over their estimated useful lives using an accelerated method for patient and physician relationships, and the straight line method for the remaining intangible assets.
Long-Lived Assets	Long-Lived Assets Long-lived assets, such as property and equipment, capitalized software for internal use, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize, or through the use of a third-party independent appraiser or valuation specialist.
Goodwill	Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values of the net tangible assets and the identifiable intangible assets acquired. Goodwill is not amortized, but rather is reviewed for impairment annually during the fourth quarter, or more frequently if facts or circumstances indicate that the carrying value may not be recoverable. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit’s fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is necessary. If a quantitative assessment is performed, step one is to compare a reporting unit’s fair value to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach which utilizes projected future cash flows discounted at rates commensurate with the risks involved, and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an indication of goodwill impairment exists and the Company must perform step two of the quantitative assessment. Under step two, a goodwill impairment loss is recognized for any excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. See the New Accounting Pronouncements section of this Note regarding the simplification of the goodwill impairment test that the Company intends to early adopt on January 1, 2017.
Debt Issuance Costs	Debt Issuance Costs Costs incurred related to the issuance of the Company’s credit facility were deferred and are being amortized to interest expense over the term of the agreement.
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 $4,386,643, $3,346,652, and $2,202,299 for the years ended December 31, 2016, 2015, and 2014, respectively. The Company accrues an estimate of fees, including direct and indirect remuneration fees (“DIR fees”), which are assessed or expected to be assessed by payors at some point after adjudication of a claim, as a reduction at the time revenue is recognized. Changes in the Company’s estimate of such fees are recorded when the change becomes known. 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 $23,745, $19,979, and $12,657 for the years ended December 31, 2016, 2015, and 2014, respectively. The Company derived its revenue from the following therapeutic classes: Year Ended December 31, 2016 2015 2014 Oncology $ $ $ Immunology(1) Hepatitis <10 % Specialty Infusion <10 % Multiple Sclerosis <10 % <10 % Other (none greater than 10% in the period) Total revenue $ $ $ (1) Includes drugs dispensed to treat arthritis, Crohn’s disease and psoriasis.
Shipping and Handling Costs	Shipping and Handling Costs Shipping and handling costs are not billed to patients; therefore, there are no shipping and handling revenues. The Company recognizes shipping and handling costs as incurred as a component of “Selling, general and administrative expenses” and were $15,144, $13,899, and $12,269 for the years ended December 31, 2016, 2015, and 2014, respectively.
Advertising and Marketing Costs	Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $3,868, $3,553, and $1,174 for the years ended December 31, 2016, 2015, and 2014, respectively.
Defined Contribution Savings Plans	Defined Contribution Savings Plans The Company maintains certain defined contribution savings plans for eligible employees. The total expenses attributable to the Company’s defined contribution savings plans were $2,665, $1,877, and $1,179 for the years ended December 31, 2016, 2015, and 2014, respectively.
Share-Based Compensation	Share-Based Compensation The Company grants stock options to key employees, which are accounted for as equity awards. The exercise price of a granted stock option is equal to the closing market stock price of the underlying common share on the date the option is granted. The grant date fair value of these awards is measured using the Black-Scholes-Merton option pricing model. Stock options generally become exercisable in installments of 25 percent 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. Certain stock option grants have performance-based conditions, which require the satisfaction of one-year revenue and Adjusted EBITDA goals prior to vesting. The Company expenses the grant date fair value of its stock options over their respective vesting periods on a straight-line basis. The Company grants restricted stock awards to non-employee directors, which are accounted for as equity awards. Such restricted stock fully vests on the first anniversary of the grant date. The grant date fair value of a restricted stock award is determined by the closing market price of the Company’s common stock as of the date of grant. The grant date fair value of restricted stock is expensed over the vesting period on a straight-line basis.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company records interest and penalties related to tax uncertainties as income tax expense. Based on management’s evaluation, the Company concluded there were no significant uncertain tax positions requiring recognition in its consolidated financial statements. Prior to January 23, 2014, the Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay federal corporate income taxes on its taxable income. Instead, the shareholders were liable for individual federal income taxes on their respective shares of the Company’s taxable income. Distributions were made periodically to the Company’s shareholders to the extent needed to cover their income tax liability based on the Company’s taxable income.
Segment Information	Segment Information The Company’s chief operating decision maker reviews the financial results of the Company in total when evaluating financial performance and for purposes of allocating resources. The Company has thus determined that it operates in a single reportable segment — specialty pharmacy services.
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 required 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 were 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 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 ) Debt issuance costs of $550 and $719 related to the Company’s line of credit arrangement remained classified within “Other noncurrent assets” as of December 31, 2016 and 2015, respectively. 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 as 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 consolidated statement of operations, which resulted in the Company’s recognition of $4,148 in benefits to income tax expense during the year ended December 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 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 the adoption of ASU 2016-09. 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 impact to the Company’s consolidated financial statements as a result of this adoption.
New Accounting Pronouncements	New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which will supersede the existing revenue recognition guidance under U.S. GAAP. The new standard 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, though early adoption is permitted. ASU 2014-09 permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (cumulative catch-up transition method). The Company currently anticipates adopting ASU 2014-09 using the cumulative catch-up transition method. The Company continues to assess the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements and/or notes thereto, 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 does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements and/or notes thereto. 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, and can be adopted either prospectively or retrospectively. The adoption of this guidance will result in a balance sheet reclassification and require related disclosure revisions in the Company’s consolidated financial statements and notes thereto. 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 the 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 the impact that the adoption of this guidance will have on its consolidated financial statements and/or notes thereto. In January 2017, the FASB issued ASU No. 2017-04 , Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates Step two from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for an entity’s annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company intends to adopt the accounting guidance contained within ASU 2017-04 effective January 1, 2017. The Company anticipates no immediate impact on its consolidated financial statements as a result of this adoption.

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of allowance for doubtful accounts	Year Ended December 31, 2016 2015 2014 Beginning balance $ ) $ ) $ ) Charged to expense ) ) ) Write-offs, net of recoveries Ending balance $ ) $ ) $ )
Schedule of revenue from therapeutic classes	Year Ended December 31, 2016 2015 2014 Oncology $ $ $ Immunology(1) Hepatitis <10 % Specialty Infusion <10 % Multiple Sclerosis <10 % <10 % Other (none greater than 10% in the period) Total revenue $ $ $ (1) Includes drugs dispensed to treat arthritis, Crohn’s disease and psoriasis.
Schedule of consolidated balance sheet line items adjusted due to this adoption	The following December 31, 2015 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)	12 Months Ended
	Dec. 31, 2016
BUSINESS ACQUISITIONS
Schedule of unaudited pro forma results of operations	Year Ended December 31, 2016 2015 Net sales $ $ Net income attributable to Diplomat Pharmacy, Inc. $ $ Net income per common share — basic $ $ Net income per common share — diluted $ $
Valley Campus Pharmacy, Inc
BUSINESS ACQUISITIONS
Schedule of consideration transferred	Cash $ 324,244 restricted common shares $
Summary of the fair values of identifiable acquired assets and assumed liabilities	Cash $ Accounts receivable Inventories Prepaid expenses and other current assets Property and equipment Capitalized software for internal use Definite-lived intangible assets Other noncurrent 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 Amount Physician relationships 10 years $ Noncompete employment agreements 5 years Trade names and trademarks 1 year $
Burman's Apothecary, LLC
BUSINESS ACQUISITIONS
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 Amount Physician relationships 10 years $ Noncompete employment agreements 5 years Favorable supply agreement 1 year $
BioRx, LLC
BUSINESS ACQUISITIONS
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 Amount Patient relationships 10 years $ Noncompete employment agreements 5 years Trade names and trademarks 8 years $
MedPro Rx, Inc.
BUSINESS ACQUISITIONS
Schedule of consideration transferred	Cash $ 716,695 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 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 Amount Patient relationships 7 years $ Trade names and trademarks 10 years Noncompete employment agreements 5 years $

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
FAIR VALUE MEASUREMENTS
Schedule of assets and liabilities measured and disclosed at fair value on a recurring basis	The following table presents the placement in the fair value hierarchy of assets and liabilities that were measured and disclosed at fair value on a recurring basis at December 31, 2015: Asset / Valuation (Liability) Level 3 Technique Contingent consideration $ ) $ ) C
Schedule of a roll forward of the Level 3 measurements	Contingent Balance at January 1, 2014 $ ) MedPro acquisition ) Change in fair value — American Homecare Federation, Inc. (“AHF”) and MedPro ) Balance at December 31, 2014 ) BioRx acquisition ) Change in fair value — AHF, BioRx, and MedPro ) Payments — AHF and MedPro Balance at December 31, 2015 ) Change in fair value — BioRx and MedPro Payments — AHF, BioRx, and MedPro Balance at December 31, 2016 $ —

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2016
PROPERTY AND EQUIPMENT
Schedule of property and equipment	December 31, Useful Life 2016 2015 Land — $ $ Buildings 40 years Leasehold improvements 5 - 15 years* Equipment and fixtures 5 - 10 years Computer equipment 3 - 5 years Construction in progress Accumulated depreciation ) ) $ $ * Unless applicable lease term is shorter.

CAPITALIZED SOFTWARE FOR INTE31

CAPITALIZED SOFTWARE FOR INTERNAL USE (Tables)	12 Months Ended
	Dec. 31, 2016
CAPITALIZED SOFTWARE FOR INTERNAL USE
Schedule of balances of capitalized software, acquired and developed internally	December 31, Useful Life 2016 2015 Capitalized software for internal use 3 - 5 years $ $ Construction in progress Accumulated amortization ) ) $ $
Schedule of estimated future amortization expense for its capitalized software for internal use	2017 $ 2018 2019 2020 $

GOODWILL AND DEFINITE-LIVED I32

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2016
GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS
Schedule of changes in the carrying amount of goodwill	Balance at January 1, 2014 $ MedPro acquisition Miscellaneous ) Balance at December 31, 2014 BioRx acquisition Burman’s acquisition Miscellaneous Balance at December 31, 2015 TNH acquisition Miscellaneous Balance at December 31, 2016 $
Schedule of definite-lived intangible assets	December 31, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net Patient relationships $ $ ) $ $ $ ) $ Noncompete employment agreements ) ) Physician relationships ) ) Trade names and trademarks ) ) Software licensing agreement ) — — Intellectual property ) — — Favorable supply agreement ) — ) $ $ ) $ $ $ ) $
Schedule of estimated future amortization expense of definite-lived intangible assets	2017 $ 2018 2019 2020 2021 Thereafter $

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2016
DEBT
Schedule of contractual debt obligations outstanding	2017 $ 2018 2019 2020 $

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 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 (In years) Outstanding at January 1, 2014 $ $ Granted Repurchased ) Outstanding at December 31, 2014 Granted Repurchased ) Exercised ) Expired/cancelled ) Outstanding at December 31, 2015 Granted Exercised ) Expired/cancelled ) Outstanding at December 31, 2016 $ $ Exercisable at December 31, 2016 $ $
Schedule of assumptions used to determine the valuation of granted options	Year Ended December 31, 2016 2015 2014 Exercise price $14.40 - $36.60 $27.80 - $48.72 $13.00 - $16.74 Expected volatility 23.90% - 24.76% 25.12% - 26.70% 23.2% - 24.3% Expected dividend yield 0% 0% 0% Risk-free rate for expected term 1.23% - 2.06% 1.53% - 2.01% 1.82% - 1.85% Expected term (in years) 6.25 6.25 6.25
Summary of restricted stock award activity	Number Weighted of Shares Average Subject to Grant Date Restriction Fair Value Nonvested at January 1, 2014 — $ — Granted Nonvested at December 31, 2014 Granted Vested ) Nonvested at December 31, 2015 $ Granted Vested ) Nonvested at December 31, 2016 $

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
INCOME TAXES
Schedule of components of the expense for income taxes	2016 2015 2014 Current: Federal $ ) $ ) $ ) State and local ) ) ) Total current ) ) ) Deferred: Federal ) State and local ) Total deferred ) $ ) $ ) $ )
Schedule of reconciliation of income taxes computed at the United States federal statutory tax rate to income tax expense	Year Ended December 31, 2016 2015 2014 Income tax expense at U.S. statutory rate $ ) $ ) $ ) Tax effect from: Excess tax benefits (Note 3) — — State income taxes, net of federal benefit ) ) ) Loss on noncontrolling interest ) ) ) Change in fair value of redeemable common shares — — Adoption of C corporation status — — ) Termination of existing stock redemption agreement — — ) Earnings while a S corporation — — Other ) Income tax expense $ ) $ ) $ )
Schedule of components of the entity's deferred tax assets and liabilities	December 31, 2016 2015 Deferred tax assets: Allowance for doubtful accounts $ $ Net operating loss and credit carryforwards — Compensation and benefits Investments — Other temporary differences Total deferred tax assets Deferred tax liabilities: Property and intangible assets ) ) Prepaid expenses and other current assets ) ) Other temporary differences — ) Total deferred tax liabilities ) ) Net deferred tax assets (liabilities) $ $ )
Schedule of unrecognized tax benefits rollforward	Year Ended December 31, 2016 2015 Balance at January 1 $ $ — Additions for tax positions of prior years — Balance at December 31 $ $

INCOME PER COMMON SHARE (Tables

INCOME PER COMMON SHARE (Tables)	12 Months Ended
	Dec. 31, 2016
INCOME PER COMMON SHARE
Schedule of the calculation for basic and diluted income per common share	Year Ended December 31, 2016 2015 2014 Numerator: Net income attributable to Diplomat Pharmacy, Inc. $ $ $ Less: income attributable to preferred shareholders — — Net income attributable to common shareholders 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 share attributable to common shareholders: Basic $ $ $ Diluted $ $ $

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
Schedule of future minimum payments under non-cancelable operating leases	2017 $ 2018 2019 2020 2021 Thereafter $

SELECTED QUARTERLY FINANCIAL 38

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)	12 Months Ended
	Dec. 31, 2016
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Schedule of selected quarterly financial data	For the 2016 Quarter Ended March 31 June 30 September 30 December 31 Net sales $ $ $ $ Gross profit Income (loss) before income taxes ) Net income (loss) ) Net income (loss) attributable to Diplomat ) Basic income (loss) per common share ) Diluted income (loss) per common share ) For the 2015 Quarter Ended March 31 June 30 September 30 December 31 Net sales $ $ $ $ Gross profit Income before income taxes Net income Net income attributable to Diplomat Basic income per common share Diluted income per common share

DESCRIPTION OF BUSINESS - Opera

DESCRIPTION OF BUSINESS - Operations (Details)	Dec. 31, 2016statelocation
DESCRIPTION OF BUSINESS
Number of pharmacy locations (in locations) | location	19
Number of states with call center locations (in states) | state	50

DESCRIPTION OF BUSINESS - Initi

DESCRIPTION OF BUSINESS - Initial and Follow-On Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2015	Oct. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016	Sep. 30, 2014
Initial Public Offering
Proceeds from public offering, net of transaction costs			$ 187,988	$ 130,440
Borrowings under the revolving line of credit repaid					$ (39,255)
Number of newly authorized shares issued upon conversion (in shares)		1
Common shares, par value (in dollars per share)		$ 0	$ 0		$ 0	$ 0
Initial Public Offering
Initial Public Offering
Number of shares of common stock sold (in shares)		15,333,333
Initial public offering price (in dollars per share)		$ 13
Number of shares sold by the Company (in shares)		11,000,000
Number of shares of stock sold by the existing shareholders (in shares)		4,333,333
Net proceeds from initial public offering		$ 130,440
Underwriting discounts and commissions		9,652
Other offering expenses		2,908
Amount of borrowings repaid under the revolving line of credit with IPO proceeds		80,458
Existing indebtedness to certain current or former shareholders and employees		(19,824)
Borrowings under the revolving line of credit repaid		$ (60,634)
Follow-On Public Offering
Initial Public Offering
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
Underwriting discounts and commissions	$ 9,141
Other offering expenses	685
Proceeds from public offering, net of transaction costs	187,988
Net proceeds used to repurchase stock options	$ 36,298

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands	Jan. 23, 2014	Oct. 31, 2014	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Stock Split
Number of shares issued as stock dividend (in shares)		8,500
Effect of Conversion from S Corporation to C Corporation
Net deferred income tax liability	$ 2,965				$ 2,114
Income tax expense	$ 2,965		$ 3,076	$ 11,195	$ 16,234	$ 4,655

SUMMARY OF SIGNIFICANT ACCOUN42

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation thru Inventories (Details) - USD ($)	12 Months Ended			24 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016
Principles of Consolidation
Percentage of ownership interest in subsidiary that the entity has the ability to control	51.00%			51.00%
Percentage of interest in a non-consolidated entity	25.00%			25.00%
Concentrations of risk
Non-interest bearing cash balances insurance coverage per depositor at each financial institution	$ 250
Accounts receivable and allowance for doubtful accounts
Trade receivables collateral amount	$ 0			$ 0
Accounts receivable terms after sale of product or performance of service	30 days
Beginning balance	$ (8,123,000)	$ (3,043,000)	$ (849,000)	(3,043,000)
Charged to expense	(9,534,000)	(5,990,000)	(4,045,000)
Write-offs, net of recoveries	2,400,000	910,000	1,851,000
Ending balance	$ (15,257,000)	$ (8,123,000)	$ (3,043,000)	(15,257,000)
Inventories
Maximum period before expiration within which Inventory is returnable and fully refundable	6 months
Software and Software Development Costs | Minimum
Capitalized Software for Internal Use, net
Useful Life	3 years
Software and Software Development Costs | Maximum
Capitalized Software for Internal Use, net
Useful Life	5 years
AmerisourceBergen
Concentrations of risk
Percentage of costs of goods sold	49.00%	50.00%	57.00%
Celgene
Concentrations of risk
Percentage of costs of goods sold	13.00%	10.00%	12.00%
Minimum purchase obligation	$ 0	$ 0	$ 0	0
Pharmacyclics
Concentrations of risk
Percentage of costs of goods sold	9.00%	15.00%	7.00%
Minimum purchase obligation	$ 0	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN43

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition thru New Accounting Pronouncements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenue recognition
Revenues	$ 4,410,388	$ 3,366,631	$ 2,214,956
Revenues from service, data and consulting services	23,745	19,979	12,657
Shipping and handling revenues	0	0	0
Shipping and handling costs	15,144	13,899	12,269
Advertising and marketing costs
Advertising and marketing costs	3,868	3,553	1,174
Defined contribution savings plans
Expenses for defined contribution savings plans	$ 2,665	1,877	1,179
Share-based compensation
Period during which revenue and EBITDA goals must be maintained prior to vesting	1 year
Income taxes
Uncertain tax positions	$ 0	0	0
Change in Accounting Principle
Other noncurrent assets	740	900
Total assets	1,107,947	1,001,579
Long-term debt, less current portion	100,184	106,706
Total liabilities	494,223	486,033
Total liabilities and shareholders' equity	1,107,947	1,001,579
Debt issuance costs	3,316	4,294
Prescription Drugs
Revenue recognition
Revenues	4,386,643	3,346,652	2,202,299
Oncology
Revenue recognition
Revenues	2,102,130	1,432,091	1,068,751
Immunology
Revenue recognition
Revenues	644,173	510,708	438,145
Hepatitis
Revenue recognition
Revenues	583,751	520,771
Specialty Infusion
Revenue recognition
Revenues	505,240	374,884
Multiple Sclerosis
Revenue recognition
Revenues			226,805
Other
Revenue recognition
Revenues	575,094	528,177	$ 481,255
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
Adjustment
Change in Accounting Principle
Other noncurrent assets		(4,294)
Total assets		(4,294)
Long-term debt, less current portion		(4,294)
Total liabilities		(4,294)
Total liabilities and shareholders' equity		(4,294)
Other Noncurrent Assets | Line of credit
Change in Accounting Principle
Debt issuance costs	$ 550	$ 719

SUMMARY OF SIGNIFICANT ACCOUN44

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Employee Share Based Payment Accounting - ASU Adoption (Details) - USD ($) $ in Thousands	Jan. 23, 2014	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Jan. 01, 2016
New Accounting Pronouncements or Change in Accounting Principle
Retained earnings			$ 76,306	$ 31,130
Income tax benefit	$ (2,965)	$ (3,076)	(11,195)	$ (16,234)	$ (4,655)
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			$ 4,148

BUSINESS ACQUISITIONS - Valley

BUSINESS ACQUISITIONS - Valley Campus Pharmacy, Inc (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 01, 2016	May 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill			$ 316,616	$ 256,318	$ 23,148	$ 1,537
Valley Campus Pharmacy, Inc
BUSINESS ACQUISITIONS
Cash	$ 68,915
Restricted common shares	9,507
Total	$ 78,422
Restricted common shares (in shares)	324,244
Market price (in dollars per share)		$ 32.58
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Purchase consideration deposited into an escrow account	$ 3,800
Deposit term into an escrow account	2 years
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 410
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	$ 2,114
Accounts receivable	16,271
Inventories	4,740
Prepaid expenses and other current assets	46
Property and equipment	200
Capitalized software for internal use	14,000
Definite-lived intangible assets	13,890
Other noncurrent assets	21
Accounts payable	(29,773)
Accrued expenses - compensation and benefits	(400)
Accrued expenses - other	(1,962)
Total identifiable net assets	19,147
Goodwill	59,275
Total acquisition price	78,422
Definite-lived intangible assets
Amount	13,890
Physician relationships | Valley Campus Pharmacy, Inc
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 7,700
Definite-lived intangible assets
Useful Life	10 years
Amount	$ 7,700
Noncompete employment agreements | Valley Campus Pharmacy, Inc
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 4,490
Definite-lived intangible assets
Useful Life	5 years
Amount	$ 4,490
Trade names and trademarks | Valley Campus Pharmacy, Inc
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,700
Definite-lived intangible assets
Useful Life	1 year
Amount	$ 1,700

BUSINESS ACQUISITIONS - Burman'

BUSINESS ACQUISITIONS - Burman's Apothecary, LLC (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 19, 2015	Jun. 18, 2015	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2014	Dec. 31, 2013
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill			$ 256,318	$ 316,616	$ 23,148	$ 1,537
Burman's Apothecary, LLC
BUSINESS ACQUISITIONS
Cash	$ 77,416
Restricted common shares	9,578
Total	$ 86,994
Restricted common shares (in shares)	253,036
Market price (in dollars per share)		$ 42.06
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Purchase consideration deposited into an escrow account	$ 5,000
Deposit term into an escrow account	2 years
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 860
Summary of the preliminary fair value determination of the acquired assets and liabilities
Accounts receivable	$ 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
Definite-lived intangible assets
Amount	22,200
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
Noncompete 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) - USD ($) $ / shares in Units, $ in Thousands	Apr. 01, 2015	Mar. 31, 2015	Apr. 30, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2014	Dec. 31, 2013
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill				$ 256,318	$ 316,616	$ 23,148	$ 1,537
BioRx, LLC
BUSINESS ACQUISITIONS
Cash	$ 217,024		$ 104
Restricted common shares	125,697
Contingent consideration at fair value	41,000		$ 36,888	46,208
Total	$ 383,721
Restricted common shares (in shares)	4,038,853
Market price (in dollars per share)		$ 34.58
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Number of additional restricted Company shares to be issued upon achievement of EBITDA-based metric (in shares)	1,350,309
Number of shares issued			1,346,282
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				$ 1,398
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
Noncompete 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

BUSINESS ACQUISITION - MedPro R

BUSINESS ACQUISITION - MedPro Rx, Inc. (Details) - USD ($) $ in Thousands	Jun. 27, 2014	Jun. 30, 2014	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2013
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill					$ 23,148	$ 316,616	$ 256,318	$ 1,537
Class B Nonvoting Common Stock
BUSINESS ACQUISITIONS
Restricted common shares		$ 12,000
MedPro Rx, Inc.
BUSINESS ACQUISITIONS
Cash	$ 52,267
Number of shares issued	716,695
Contingent consideration at fair value	$ 4,270		$ 5,750	$ 5,750
Total	68,537
Maximum payout of contingent consideration	11,500
Purchase consideration deposited into an escrow account	$ 3,500
Deposit term into an escrow account	2 years
Acquisition-related costs charged to Selling, general, and administrative expenses					$ 825
External lease term	5 years
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash and cash equivalents	$ 668
Accounts receivable	9,050
Inventories	3,819
Prepaid expenses and other current assets	204
Property and equipment	697
Capitalized software for internal use	25
Definite-lived intangible assets	37,099
Accounts payable	(3,638)
Accrued expenses - compensation and benefits	(157)
Accrued expenses - other	(865)
Total identifiable net assets	46,902
Goodwill	21,635
Total acquisition price	68,537
Definite-lived intangible assets
Amount	37,099
MedPro Rx, Inc. | Class B Nonvoting Common Stock
BUSINESS ACQUISITIONS
Restricted common shares	12,000
Patient relationships | MedPro Rx, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 24,000
Definite-lived intangible assets
Useful Life	7 years
Amount	$ 24,000
Trade names and trademarks | MedPro Rx, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 8,700
Definite-lived intangible assets
Useful Life	10 years
Amount	$ 8,700
Noncompete employment agreements | MedPro Rx, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 4,399
Definite-lived intangible assets
Useful Life	5 years
Amount	$ 4,399

BUSINESS ACQUISITIONS - Pro For

BUSINESS ACQUISITIONS - Pro Forma Data (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Pro Forma Operating Results
Net sales	$ 4,613,181	$ 4,047,540
Net income attributable to Diplomat Pharmacy, Inc.	$ 28,990	$ 34,168
Net income per common share - basic (in dollars per share)	$ 0.44	$ 0.54
Net income per common share - diluted (in dollars per share)	$ 0.43	$ 0.52

FAIR VALUE MEASUREMENTS - Recur

FAIR VALUE MEASUREMENTS - Recurring Basis (Details) - Recurring - Contingent consideration $ in Thousands	Dec. 31, 2015USD ($)
Fair value measurements
Asset (Liability)	$ (52,665)
Level 3
Fair value measurements
Asset (Liability)	$ (52,665)

FAIR VALUE MEASUREMENTS - Rollf

FAIR VALUE MEASUREMENTS - Rollforward of Level 3 Measurements (Details) - Contingent consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Level 3 measurements
Balance at beginning of the period	$ (52,665)	$ (11,691)	$ 1,300
BioRx, MedPro acquisition		(41,000)	(4,270)
Change in fair value-AHF, BioRx and MedPro	8,922	(6,724)	(6,121)
Payments-AHF, BioRx, and MedPro	$ 43,743	6,750
Balance at end of the period		$ (52,665)	$ (11,691)

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016
Property and equipment
Property and equipment, gross	$ 31,303	$ 24,605		$ 31,303
Accumulated depreciation	(10,931)	(8,067)		(10,931)
Property and equipment, net	20,372	16,538		20,372
Depreciation expense	3,075	2,071	$ 1,474
Land
Property and equipment
Property and equipment, gross	332	332		332
Buildings
Property and equipment
Property and equipment, gross	$ 10,007	9,331		10,007
Buildings | Maximum
Property and equipment
Useful Life	40 years
Leasehold improvements
Property and equipment
Property and equipment, gross	$ 1,644	1,142		$ 1,644
Leasehold improvements | Minimum
Property and equipment
Useful Life				5 years
Leasehold improvements | Maximum
Property and equipment
Useful Life				15 years
Equipment and fixtures
Property and equipment
Property and equipment, gross	12,178	9,369		$ 12,178
Equipment and fixtures | Minimum
Property and equipment
Useful Life				5 years
Equipment and fixtures | Maximum
Property and equipment
Useful Life				10 years
Computer equipment
Property and equipment
Property and equipment, gross	6,657	3,912		$ 6,657
Computer equipment | Minimum
Property and equipment
Useful Life				3 years
Computer equipment | Maximum
Property and equipment
Useful Life				5 years
Construction in progress
Property and equipment
Property and equipment, gross	$ 485	$ 519		$ 485

CAPITALIZED SOFTWARE FOR INTE53

CAPITALIZED SOFTWARE FOR INTERNAL USE (Details) - USD ($) $ in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016
Capitalized software for internal use
Capitalized software for internal use, gross	$ 76,465	$ 50,622		$ 76,465
Accumulated amortization	(26,218)	(13,372)		(26,218)
Capitalized software for internal use, net	50,247	37,250		50,247
Amortization expense for capitalized software	13,102	4,541	$ 2,635
Estimated future amortization expense:
2,017	37,690			37,690
2,018	36,465			36,465
2,019	35,253			35,253
2,020	24,459			24,459
Total	199,862	224,644		199,862
Capitalized software for internal use
Capitalized software for internal use
Capitalized software for internal use, gross	74,471	33,213		74,471
Estimated future amortization expense:
2,017	21,440			21,440
2,018	21,273			21,273
2,019	7,202			7,202
2,020	332			332
Total	50,247			$ 50,247
Capitalized software for internal use | Minimum
Capitalized software for internal use
Useful Life				3 years
Capitalized software for internal use | Maximum
Capitalized software for internal use
Useful Life				5 years
Construction in progress
Capitalized software for internal use
Capitalized software for internal use, gross	$ 1,994	$ 17,409		$ 1,994

GOODWILL AND DEFINITE-LIVED I54

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS (Details) $ in Thousands	Aug. 28, 2014USD ($)item	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Changes in the carrying amount of goodwill
Balance as of beginning of period		$ 256,318	$ 23,148	$ 1,537
Miscellaneous		1,023	812	(24)
Balance as of end of period		316,616	256,318	23,148
Gross Carrying Amount		266,793	252,903
Accumulated Amortization/Impairment		(66,931)	(28,259)
Net Carrying Amount		199,862	224,644
Aggregate amortization expense for amortizing intangible assets		33,868	24,229	4,030
Estimated amortization expense
2,017		37,690
2,018		36,465
2,019		35,253
2,020		24,459
2,021		20,251
Thereafter		45,744
Total		$ 199,862
Ownership percentage (as a percent)		25.00%
Selling, General and Administrative Expenses
Estimated amortization expense
Impairment		$ 4,804
Primrose
Estimated amortization expense
Number of unrelated third party entities (in entities) | item	2
Committed contribution	$ 5,000
Ownership percentage (as a percent)	51.00%
Amount contributed			2,000	3,000
Impairment		4,804
Patient relationships
Changes in the carrying amount of goodwill
Gross Carrying Amount		159,100	159,100
Accumulated Amortization/Impairment		(31,445)	(15,217)
Net Carrying Amount		$ 127,655	143,883
Weighted average remaining useful lives (in years)		7 years 9 months 18 days
Noncompete employment agreements
Changes in the carrying amount of goodwill
Gross Carrying Amount		$ 54,689	50,199
Accumulated Amortization/Impairment		(18,674)	(8,111)
Net Carrying Amount		$ 36,015	42,088
Weighted average remaining useful lives (in years)		3 years 4 months 24 days
Physician relationships
Changes in the carrying amount of goodwill
Gross Carrying Amount		$ 21,700	14,000
Accumulated Amortization/Impairment		(2,831)	(758)
Net Carrying Amount		$ 18,869	13,242
Weighted average remaining useful lives (in years)		6 years 7 months 6 days
Trade names and trademarks
Changes in the carrying amount of goodwill
Gross Carrying Amount		$ 23,800	22,100
Accumulated Amortization/Impairment		(6,477)	(2,710)
Net Carrying Amount		$ 17,323	19,390
Weighted average remaining useful lives (in years)		2 years 9 months 18 days
Software licensing agreement
Changes in the carrying amount of goodwill
Gross Carrying Amount		$ 2,647	2,647
Accumulated Amortization/Impairment		(2,647)
Net Carrying Amount			2,647
Software licensing agreement | Primrose
Estimated amortization expense
Amount contributed by unrelated third party entities	$ 2,647
Intellectual property
Changes in the carrying amount of goodwill
Gross Carrying Amount		2,157	2,157
Accumulated Amortization/Impairment		(2,157)
Net Carrying Amount			2,157
Intellectual property | Primrose
Estimated amortization expense
Amount contributed by unrelated third party entities	$ 2,157
Favorable supply agreement
Changes in the carrying amount of goodwill
Gross Carrying Amount		2,700	2,700
Accumulated Amortization/Impairment		(2,700)	(1,463)
Net Carrying Amount			1,237
MedPro Rx, Inc.
Changes in the carrying amount of goodwill
Acquired during the period				$ 21,635
BioRx, LLC
Changes in the carrying amount of goodwill
Acquired during the period			191,402
Burman's Apothecary, LLC
Changes in the carrying amount of goodwill
Acquired during the period			$ 40,956
Valley Campus Pharmacy, Inc
Changes in the carrying amount of goodwill
Acquired during the period		$ 59,275

INVESTMENTS IN NON-CONSOLIDAT55

INVESTMENTS IN NON-CONSOLIDATED ENTITES (Details) $ in Thousands	1 Months Ended					2 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2017USD ($)	Oct. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Jan. 31, 2014USD ($)	Oct. 31, 2011USD ($)	Dec. 31, 2013USD ($)item	Dec. 31, 2016USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Schedule of Equity Method Investments
Ownership percentage (as a percent)							25.00%	25.00%
Cash paid for investment									$ 1,459	$ 4,000
Equity in earnings (loss) of equity method investments								$ (4,659)		(6,208)
Impairment of non-consolidated entities								4,804	$ 150
Ageology
Schedule of Equity Method Investments
Ownership percentage (as a percent)					25.00%
Cash paid for investment					$ 5,000			0
Equity in earnings (loss) of equity method investments										(1,339)
Secured promissory notes receivable				$ 500		$ 1,000
Interest rate of secured promissory notes receivable (as a percent)				8.00%		6.00%
Number of promissory notes receivable (in notes) | item						2
Impairment of non-consolidated entities										$ 4,869
Ageology | Affiliated entity | Chief Executive Officer
Schedule of Equity Method Investments
Cash paid for investment								15,250
Physician Resource Management, Inc.
Schedule of Equity Method Investments
Ownership percentage (as a percent)		19.90%	15.00%							15.00%
Cash paid for investment		$ 1,459	$ 3,500
Impairment of non-consolidated entities							$ 4,659	4,659
Physician Resource Management, Inc. | Forecast
Schedule of Equity Method Investments
Proceeds from sale of primary asset	$ 300
Physician Resource Management, Inc. | Chief Executive Officer
Schedule of Equity Method Investments
Cash paid for investment								$ 250

DEBT (Details)

DEBT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Apr. 01, 2015	Jun. 30, 2014	Dec. 31, 2013	Jul. 20, 2012
Debt
Debt issuance costs	$ 3,316	$ 4,294
Related party interest expense			$ 781
Line of credit | GE
Debt
Maximum borrowing capacity	82,683	78,866		$ 175,000	$ 120,000	$ 85,000	$ 60,000
Weighted average borrowings	11,986	12,022
Amount of borrowings outstanding	39,255	0
Amount of borrowings available under the credit agreement	$ 129,908	166,691
Interest rate (as a percent)	4.50%
Letters of credit | GE
Debt
Maximum borrowing capacity				10,000
Deferred draw term loan | GE
Debt
Maximum borrowing capacity				25,000
Debt issuance costs		5,055
Term Loan A | GE
Debt
Maximum borrowing capacity				120,000
Amount of borrowings outstanding	$ 111,000	$ 117,000
Interest rate (as a percent)	3.13%	2.74%
Contractual debt obligations
2,017	$ 7,500
2,018	9,000
2,019	10,500
2,020	84,000
Total	$ 111,000
Swing loans | GE
Debt
Maximum borrowing capacity				$ 15,000
Minimum | Line of credit | GE
Debt
Monthly unused commitment fee (as a percent)	0.25%
Minimum | Deferred draw term loan | GE
Debt
Monthly unused commitment fee (as a percent)	0.50%
Maximum | Line of credit | GE
Debt
Monthly unused commitment fee (as a percent)	0.50%
Maximum | Deferred draw term loan | GE
Debt
Monthly unused commitment fee (as a percent)	0.75%
Other Noncurrent Assets | Line of credit
Debt
Debt issuance costs	$ 550	$ 719
Base Rate | Term Loan A | 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 | Term Loan A | 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 - Info

SHARE-BASED COMPENSATION - Information and Valuation Assumptions (Details) $ / shares in Units, $ in Thousands	1 Months Ended					3 Months Ended		12 Months Ended
	Mar. 31, 2015USD ($)shares	Oct. 31, 2014shares	May 31, 2014USD ($)shares	Apr. 30, 2014USD ($)shares	Jan. 31, 2014USD ($)shares	Dec. 31, 2015$ / sharesshares	Dec. 31, 2014$ / sharesshares	Dec. 31, 2016USD ($)installment$ / sharesshares	Dec. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)$ / shares
Assumptions used to determine the valuation of granted options
Expected dividend yield (as a percent)								0.00%	0.00%	0.00%
Expected life								6 years 3 months	6 years 3 months	6 years 3 months
Additional disclosures
Total compensation expense								$ 5,073	$ 3,748	$ 2,846
Total compensation cost related to non-vested options not yet recognized								$ 13,042
Weighted average period to recognize compensation cost related to non-vested options not yet recognized								1 year 6 months
Excess tax benefits related to share-based awards									$ 20,805	$ 3,689
2007 Stock Option Plan
Share-based compensation
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
Number of shares reserved for issuance (in shares) | shares								0
2014 Plan
Share-based compensation
Number of shares reserved for issuance (in shares) | shares		4,000,000
Increase to number of shares available for issuance (as a percent)		2.00%
2014 Plan | Key employees
Share-based compensation
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
Assumptions used to determine the valuation of granted options
Exercise price of options | $ / shares						$ 48.72	$ 16.74	$ 36.60	$ 48.72	$ 16.74
Expected volatility (as a percent)								24.76%	26.70%	24.30%
Risk-free interest rate for the estimated expected term (as a percent)								2.06%	2.01%	1.85%
Maximum | 2014 Plan | Key employees
Share-based compensation
Maximum term of stock option plan								10 years
Minimum
Assumptions used to determine the valuation of granted options
Exercise price of options | $ / shares						$ 27.80	$ 13	$ 14.40	$ 27.80	$ 13
Expected volatility (as a percent)								23.90%	25.12%	23.20%
Risk-free interest rate for the estimated expected term (as a percent)								1.23%	1.53%	1.82%
Stock options
Additional disclosures
Excess tax benefits related to share-based awards									$ 20,805	$ 3,689
Performance-based awards | 2014 Plan
Share-based compensation
Vested (in shares) | shares									2,084
Additional disclosures
Total compensation expense								$ 0
Performance-based awards | 2014 Plan | Key employees
Share-based compensation
Number of installments for vesting (in installments) | installment								4
Number of shares issued during the period (in shares) | shares								381,532	391,043
Service-based awards | 2014 Plan
Share-based compensation
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
Service-based awards | 2014 Plan | Key employees
Share-based compensation
Number of shares issued during the period (in shares) | shares						893,896	982,000	1,165,000
Former Executive
Additional disclosures
Stock options repurchased to buy shares from certain current and former employees (in shares) | shares			884,000
Cash consideration for redeemed stock options			$ 4,000
Incremental compensation expense			$ 0
Current Employees
Additional disclosures
Stock options repurchased to buy shares from certain current and former employees (in shares) | shares	1,641,387			183,993	239,768
Cash consideration for redeemed stock options	$ 36,298			$ 2,300	$ 3,100
Incremental compensation expense	$ 0			$ 0	$ 0

SHARE-BASED COMPENSATION - Stoc

SHARE-BASED COMPENSATION - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Number of Options
Outstanding at beginning of period (in shares)	4,114,685	7,217,331	6,657,504
Granted (in shares)	1,546,532	1,284,939	1,867,588
Repurchased (in shares)		(1,641,387)	(1,307,761)
Exercised (in shares)	(564,844)	(1,943,022)
Expired/cancelled (in shares)	(683,032)	(803,176)
Outstanding at end of period (in shares)	4,413,341	4,114,685	7,217,331	6,657,504
Exercisable at end of period (in shares)	2,005,925
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 17.53	$ 7.54	$ 4.30
Granted (in dollars per share)	22.64	39.11	14.77
Repurchased (in dollars per share)		5.44	9.39
Exercised (in dollars per share)	7.87	5.32
Expired/cancelled (in dollars per share)	27.41	16.59
Outstanding at end of period (in dollars per share)	19.02	$ 17.53	$ 7.54	$ 4.30
Exercisable at end of period (in dollars per share)	$ 11.56
Weighted Average Remaining Contractual Life
Outstanding at beginning of period	7 years	7 years 8 months 12 days	6 years 10 months 24 days	7 years
Outstanding at end of period	7 years	7 years 8 months 12 days	6 years 10 months 24 days	7 years
Exercisable at end of period	4 years 7 months 6 days
Aggregate Intrinsic Value
Outstanding at beginning of period	$ 76,567	$ 142,262	$ 69,732
Outstanding at end of period	11,558	76,567	142,262	$ 69,732
Exercisable at end of period	10,385
Additional disclosures
Intrinsic value of options exercised	$ 13,048	$ 103,317	$ 9,400
Weighted average grant-date fair value of options granted (in dollars per share)	$ 6.34	$ 11.84	$ 3.37

SHARE-BASED COMPENSATION - Rest

SHARE-BASED COMPENSATION - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Additional disclosures
Share-based compensation expense	$ 5,073	$ 3,748	$ 2,846
Restricted Stock Awards
Additional disclosures
Restriction period	1 year
Share-based compensation expense	$ 339	$ 188	$ 25
Total compensation cost not yet recognized	$ 79
Number of Shares Subject to Restriction
Nonvested at the beginning of the year (in shares)	10,805	8,277
Granted (in shares)	5,765	10,805	8,277
Vested (in shares)	(10,805)	(8,277)
Nonvested at the end of the year (in shares)	5,765	10,805	8,277
Weighted Average Grant Date Fair Value
Nonvested at the beginning of the year (in dollars per share)	$ 26.60	$ 18.12
Granted (in dollars per share)	32.97	26.60	$ 18.12
Vested (in dollars per share)	26.60	18.12
Nonvested at the end of the year (in dollars per share)	$ 32.97	$ 26.60	$ 18.12

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	Jan. 23, 2014	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current
Federal			$ (703)	$ (17,592)	$ (4,752)
State and local			(1,713)	(3,257)	(1,198)
Total current			(2,416)	(20,849)	(5,950)
Deferred
Federal			(7,989)	4,061	1,087
State and local			(790)	554	208
Total deferred			(8,779)	4,615	1,295
Income tax expense	$ (2,965)	$ (3,076)	(11,195)	(16,234)	(4,655)
Reconciliation of income taxes computed at the United States federal statutory tax rate to income tax expense
Income tax expense at United States statutory rate			(12,675)	(14,352)	(3,222)
Excess tax benefits (Note 3)			4,148
State income taxes, net of federal benefit			(1,904)	(1,563)	(351)
Loss on non-controlling interest			(1,138)	(351)	(79)
Change in fair value of redeemable common shares					3,176
Adoption of C corporation status					(2,965)
Termination of existing stock redemption agreement					(1,695)
Earnings while a S corporation					499
Other			374	32	(18)
Income tax expense	(2,965)	$ (3,076)	(11,195)	(16,234)	$ (4,655)
Deferred tax assets
Allowance for doubtful accounts			8,861	3,728
Net operating loss and credit carryforwards			6,383
Compensation and benefits			3,598	3,638
Investments			1,101
Other temporary differences			1,014	429
Total deferred tax assets			20,957	7,795
Deferred tax liabilities
Property and intangible assets			(13,825)	(8,550)
Prepaid expenses and other current assets			(1,122)	(870)
Other temporary differences				(489)
Total deferred tax liabilities			(14,947)	(9,909)
Net deferred tax assets			6,010
Net deferred tax liabilities	$ (2,965)			(2,114)
Net operating loss carry-forwards, federal			11,779
Net operating loss carry-forwards, state and local			45,769
Alternative minimum tax credit carry-forwards			676
Unrecognized tax benefits rollforward
Balance at beginning of year			268
Additions for tax positions of prior years				268
Balance at end of year			$ 268	$ 268

INCOME PER COMMON SHARE (Detail

INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Preferred shares portions of net income (as a percent)											10.00%
Net income (loss) attributable to Diplomat Pharmacy, Inc.	$ (1,098)	$ 5,408	$ 8,534	$ 15,429	$ 3,566	$ 15,961	$ 3,390	$ 2,858	$ 28,273	$ 25,776	$ 4,776
Net income allocable to preferred shareholders											458
Net income allocable to common shareholders									$ 28,273	$ 25,776	$ 4,318
Weighted average common shares outstanding, basic (in shares)									65,970,396	60,730,133	36,012,592
Weighted average dilutive effect of stock options and restricted stock awards (in shares)									1,739,750	2,029,241	2,541,403
Weighted average dilutive effect of contingent consideration (in shares)									337,577	337,577
Weighted average common shares outstanding, diluted (in shares)									68,047,723	63,096,951	38,553,995
Net income per share attributable to common shareholders:
Basic (in dollars per share)	$ (0.02)	$ 0.08	$ 0.13	$ 0.24	$ 0.06	$ 0.25	$ 0.05	$ 0.06	$ 0.43	$ 0.42	$ 0.12
Diluted (in dollars per share)	$ (0.02)	$ 0.08	$ 0.13	$ 0.23	$ 0.05	$ 0.24	$ 0.05	$ 0.05	$ 0.42	$ 0.41	$ 0.11
Maximum
Net income per share attributable to common shareholders:
Contingent consideration common shares included in computation of diluted weighted average common shares (in shares)									1,012,732
Stock options
Net income per share attributable to common shareholders:
Anti-dilutive securities excluded (in shares)									1,542,064	649,564	485,122
Performance-based stock options
Net income per share attributable to common shareholders:
Anti-dilutive securities excluded (in shares)									291,277	410,452	799,067

COMMITMENTS AND CONTINGENCIES62

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating lease obligations and future minimum operating lease payments
Total rental expense under operating leases	$ 4,179	$ 3,295	$ 2,241
2,017	1,761
2,018	1,679
2,019	958
2,020	704
2,021	572
Thereafter	1,559
Total	7,233
Purchase Commitments | AmerisourceBergen
Purchase commitments
Minimum purchase obligation	$ 2,000,000

SHAREHOLDERS' EQUITY (DEFICIT63

SHAREHOLDERS' EQUITY (DEFICIT) AND NONCONTROLLING INTERESTS (Details) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Oct. 31, 2014USD ($)$ / sharesshares	Jun. 30, 2014USD ($)shares	Dec. 31, 2016VoteVote / shares$ / sharesshares	Dec. 31, 2014USD ($)shares	Dec. 31, 2015$ / sharesshares	Sep. 30, 2014$ / sharesshares	Aug. 31, 2014$ / sharesshares	Mar. 31, 2014shares	Jan. 31, 2014shares	Sep. 30, 2013shares
Capital stock
Par value (in dollars per share) | $ / shares	$ 0		$ 0		$ 0	$ 0
Authorized (in shares)			590,000,000		590,000,000	590,000,000
Common shares, issued shares			66,764,999		64,523,864
Common shares, outstanding shares			66,764,999		64,523,864
Preferred stock, shares authorized			10,000,000		10,000,000
Number of newly authorized shares issued upon conversion (in shares)	1
Termination of existing stock redemption agreement | $				$ 4,842
Series Preferred Stock
Preferred stock issued (in shares)			0
Preferred stock outstanding (in shares)			0		0
Two shareholders
Capital stock
Common shares, issued shares			11,050,000
Class A Voting Common Stock
Capital stock
Authorized (in shares)				42,500,000
Total authorized (in shares)									42,500,000
Number of votes per share entitled to holders (in votes) | Vote / shares			20
Class B Nonvoting Common Stock
Capital stock
Authorized (in shares)				807,500,000
Total authorized (in shares)							372,486		807,500,000
Initial public offering price (in dollars per share) | $ / shares							$ 13
Termination of existing stock redemption agreement | $				$ (4,842)
Restricted common shares | $		$ 12,000
Common stock issued (in shares)		716,695
Class C Voting Common Stock
Capital stock
Total authorized (in shares)								6,222,000	2,992,000
Number of votes per share entitled to holders (in votes) | Vote / shares			1
Series A Preferred
Capital stock
Total authorized (in shares)								6,222,000	2,992,000
Common stock
Capital stock
Par value (in dollars per share) | $ / shares						$ 0
Common shares, issued shares										1
Common shares, outstanding shares	40,448,744
Number of shares sold by the Company (in shares)	11,000,000
Number of shares of stock sold by the existing shareholders (in shares)	4,333,333
Initial public offering price (in dollars per share) | $ / shares	$ 13
Net proceeds from initial public offering | $	$ 130,440
Underwriting discounts and commissions | $	9,652
Other offering expenses | $	$ 2,908
Number of newly authorized shares issued upon conversion (in shares)	1
Contributed capital reclassified into common stock | $	$ 15,575
Number of votes per share entitled to holders (in votes) | Vote			1

MANDATORILY REDEEMABLE COMMON64

MANDATORILY REDEEMABLE COMMON SHARES (Details) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Jun. 30, 2014USD ($)shares	Apr. 30, 2014USD ($)shares	Jan. 31, 2014USD ($)shares	Dec. 31, 2016shareholder$ / sharesshares	Dec. 31, 2015$ / sharesshares	Oct. 31, 2014$ / shares	Sep. 30, 2014$ / sharesshares	Jan. 01, 2014shares	Sep. 30, 2013shares
Schedule of Capitalization, Equity [Line Items]
Redeemable stock outstanding							2,423,616
Par value (in dollars per share) | $ / shares				$ 0	$ 0	$ 0	$ 0
Common shares, issued shares				66,764,999	64,523,864
Two shareholders
Schedule of Capitalization, Equity [Line Items]
Common shares, issued shares				11,050,000
Number of shareholders to whom common stock is issued several years prior to IPO (in shareholders) | shareholder				2
Common stock
Schedule of Capitalization, Equity [Line Items]
Redeemable stock outstanding								3,187,500
Par value (in dollars per share) | $ / shares							$ 0
Common shares, issued shares									1
Shares redeemed	425,000	195,545	143,339
Cash paid for redeemable shares | $		$ 3,274	$ 2,400
Fair value of common shares | $	$ 7,116

REDEEMABLE SERIES A PREFERRED65

REDEEMABLE SERIES A PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Apr. 30, 2014	Jan. 31, 2014	Dec. 31, 2016	Dec. 31, 2015
Schedule of Capitalization, Equity [Line Items]
Preferred stock, shares issued			0	0
Series A Preferred
Schedule of Capitalization, Equity [Line Items]
Rate of return (as a percent)			15.00%
T.Rowe Price
Schedule of Capitalization, Equity [Line Items]
General corporate expenses		$ 20,000
Value of investment		50,000
Shareholder distributions		$ 30,000
Number of redeemable shares distributed to existing holders of common stock (in shares)		143,339
Value of redeemable shares		$ 26,900
Payments made to repurchase stock options		$ 3,100
T.Rowe Price | Series A Preferred
Schedule of Capitalization, Equity [Line Items]
Preferred stock, shares issued		2,986,229
Purchase price (in dollars per share)		$ 16.74
Janus
Schedule of Capitalization, Equity [Line Items]
Value of redeemable shares	$ 26,500
Payments made to repurchase stock options	$ 2,300
Janus | Series A Preferred
Schedule of Capitalization, Equity [Line Items]
Preferred stock, shares issued	3,225,127
Purchase price (in dollars per share)	$ 16.74
General corporate expenses	$ 25,200
Value of investment	54,000
Shareholder distributions	$ 28,800
Number of redeemable shares distributed to existing holders of common stock (in shares)	195,545
Minimum | Series A Preferred
Schedule of Capitalization, Equity [Line Items]
Market price of company			$ 5,000,000

SUBSEQUENT EVENT (Details)

SUBSEQUENT EVENT (Details) - Affinity Biotech - Subsequent event	Feb. 01, 2017USD ($)
SUBSEQUENT EVENT
Cash consideration	$ 16,000
Maximum
SUBSEQUENT EVENT
Additional consideration on achievement of EBITDA	$ 4,000

SELECTED QUARTERLY FINANCIAL 67

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 23, 2014	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Selected Quarterly Financial Information
Net sales		$ 1,144,838	$ 1,181,173	$ 1,088,506	$ 995,870	$ 986,823	$ 946,913	$ 808,011	$ 624,883	$ 4,410,388	$ 3,366,631	$ 2,214,956
Gross profit		83,808	78,512	83,270	79,238	76,665	75,763	69,669	41,142	324,828	263,239	140,139
Income (loss) before income taxes		468	(408)	12,438	23,717	5,564	25,451	5,367	4,622	36,215	41,006	9,206
Net income (loss)		(1,284)	2,828	8,293	15,183	3,304	15,683	3,113	2,672	25,020	24,772	4,551
Net income (loss) attributable to Diplomat		$ (1,098)	$ 5,408	$ 8,534	$ 15,429	$ 3,566	$ 15,961	$ 3,390	$ 2,858	$ 28,273	$ 25,776	$ 4,776
Basic income (loss) per common share		$ (0.02)	$ 0.08	$ 0.13	$ 0.24	$ 0.06	$ 0.25	$ 0.05	$ 0.06	$ 0.43	$ 0.42	$ 0.12
Diluted income (loss) per common share		$ (0.02)	$ 0.08	$ 0.13	$ 0.23	$ 0.05	$ 0.24	$ 0.05	$ 0.05	$ 0.42	$ 0.41	$ 0.11
Impairment of non-consolidated entities										$ 4,804	$ 150
Direct and indirect remuneration fee			$ 8,000
Retroactive DIR fees			4,000
Contingent consideration expense recognized					$ 9,071	$ (8,384)	$ 6,829
Income tax benefit	$ 2,965		3,076							11,195	16,234	$ 4,655
Noncontrolling Interest
Selected Quarterly Financial Information
Net income (loss)										(3,253)	$ (1,004)	$ (225)
Increase in estimate of first quarter
Selected Quarterly Financial Information
Retroactive DIR fees			1,700
Increase in estimate of second quarter
Selected Quarterly Financial Information
Retroactive DIR fees			2,300
Physician Resource Management, Inc.
Selected Quarterly Financial Information
Impairment of non-consolidated entities		$ 4,659								4,659
Primrose
Selected Quarterly Financial Information
Impairment										$ 4,804
Primrose | Noncontrolling Interest
Selected Quarterly Financial Information
Impairment			$ 2,354