UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  March 14, 2019

 

Diplomat Pharmacy, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Michigan
(State or Other Jurisdiction
of Incorporation)

 

001-36677
(Commission File Number)

 

38-2063100
(IRS Employer
Identification No.)

 

4100 S. Saginaw St.

Flint, Michigan 48507

(Address of Principal Executive Offices)  (Zip Code)

 

(888) 720-4450

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 


 

Item 2.02                                            Results of Operations and Financial Condition.

 

On March 15, 2019, Diplomat Pharmacy, Inc. (the “Company”) publicly announced its financial results for the fourth quarter and year ended December 31, 2018 and provided its revised 2019 full year outlook.  A copy of the Company’s news release and a related supplemental slide presentation for the fourth quarter and year ended December 31, 2018 are attached hereto as Exhibits 99.1 and 99.2, respectively, each of which is incorporated herein by reference.  The information in this Item 2.02 and the attached exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 14, 2019, the Company appointed Dan Davison to serve as the Company’s Chief Financial Officer and Treasurer, effective April 8, 2019 (the “Davison Effective Date”).  Mr. Davison, age 59, has over 25 years of experience in the pharmacy benefit management (“PBM”) and specialty pharmacy industries.  Mr. Davison has deep expertise in pricing and business strategy, trade analytics, business development, financial planning and analysis, accounting and financial reporting and risk management. Prior to joining the Company, Mr. Davison served as Senior Vice President, PBM Finance of CVS Health (NYSE: CVS), one of the largest health care companies in the United States, from January 2014 to December 2018, where he managed the finance, planning and accounting functions for the CVS/Caremark and CVS/Specialty groups within the CVS Pharmacy Services Segment. Prior to this position, Mr. Davison served from 1994 to 2012 in a number of leadership roles at Medco Health Solutions, Inc., a provider of PBM and specialty pharmaceutical services (which merged with Express Scripts Holding Company, Inc. in April 2012), including as Senior Vice President of Financial and Strategic Planning from March 2008 to April 2012 and chief financial officer of the Health Plan division from April 2004 to March 2008. Mr. Davison received a B.B.A. in Accounting and a B.A. in Economics from Iowa State University and an M.B.A. in Finance from the New York University Leonard N. Stern School of Business.

 

On March 14, 2019, the Company and Mr. Davison entered into an employment agreement, effective the Davison Effective Date, which provides that Mr. Davison will serve as Chief Financial Officer of the Company for an initial term of two years, and such agreement automatically extends for successive one-year periods unless either party gives at least 90 days’ notice prior to the end of the then-existing term.

 

Mr. Davison’s base salary will be $450,000, which amount will be reviewed at least annually and may be adjusted by the Company’s Board of Directors or the Compensation Committee at its discretion.  He will be eligible for an annual cash bonus with a target amount of not less than 65% of his annual base salary (pro rata for 2019) pursuant to the terms and conditions of cash incentive programs generally applicable to senior executive officers of the Company.  In addition, Mr. Davison will receive grants of equity awards consisting of: (a) inducement equity awards at a target amount of 222% of his annual base salary, comprised of (i) 50% performance-based restricted stock units (“PSUs”) to be based on  Company-wide financial goals, which track the annual equity award performance measures for PSUs; (ii) 25% time-based restricted stock units (“RSUs”) and (iii) 25% time-based stock options and (b) an additional sign-on inducement equity award of 200,000 RSUs.  Such grants will be made as of the Davison Effective Date. In his role as CFO, Mr. Davison will also be a participant in the Company’s Executive Severance Plan, as contained in Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the SEC on March 13, 2019. Mr. Davison also will be entitled to participate with other senior executive officers in any of the Company’s employee fringe benefit plans and he will be reimbursed for certain business expenses.

 

With respect to inducement equity awards (each agreement of which is incorporated herein by reference): (a) the PSUs will be awarded pursuant to the Form of Restricted Stock Unit Award Agreement (Performance-Based) Make-Whole Inducement Equity Award attached as Exhibit 10.3 of the Company’s Form 10-Q for the quarterly period ended June 30, 2018 (the “Form 10-Q”) as filed with the SEC on August 7, 2018; (b) the RSUs will be awarded pursuant to the Form of Restricted Stock Unit Award Agreement Make-Whole Inducement Equity Award attached as Exhibit 10.4 of the Form 10-Q; (c) the time-based stock options will be awarded pursuant to the Form of

 

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Stock Option Award Agreement Make-Whole Inducement Equity Award attached as Exhibit 10.5 of the Form 10-Q; and (d) the sign-on inducement award of 200,000 RSUs will be awarded pursuant to the Form of Restricted Stock Unit Award Agreement Sign-On Inducement Equity Award attached as Exhibit 10.2 of the Form 10-Q.

 

Mr. Davison’s bonus or incentive compensation is subject to clawback by the Company if the Company’s Board of Directors or a committee thereof determines that any fraud, negligence, or intentional misconduct by Mr. Davison is a significant contributing factor to the Company having to restate all or a portion of its financial statements and certain other specified conditions are satisfied.  The employment agreement contains customary confidentiality terms, as well as non-solicitation and non-competition provisions effective from the Davison Effective Date until the first anniversary following the termination date. If Mr. Davison violates any of the foregoing, the Company’s payment obligations under the employment agreement, including the Executive Severance Plan, cease.  In addition, Mr. Davison must sign a general form of release of claims against the Company in order to be eligible for severance.

 

The foregoing summary is qualified in its entirety by reference to the employment agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Resignation of Atul Kavthekar and Separation and Release Agreement

 

On March 14, 2019, the Company and Atul Kavthekar mutually agreed that Mr. Kavthekar would resign from his position as the Company’s Chief Financial Officer and Treasurer effective April 5, 2019.

 

On March 14, 2019, the Company and Mr. Kavthekar entered into a separation and release agreement (the “Separation Agreement”), which includes a general release of any claims, and becomes irrevocable, for the benefit of the Company, and provides the terms on which Mr. Kavthekar will resign from his position as the Company’s Chief Financial Officer and will provide certain Transition Services (as defined in the Separation Agreement) until April 12, 2019 (the “Kavthekar Effective Date”). During the transition period, Mr. Kavthekar will continue to receive his annual base salary to be paid in accordance with the Company’s normal payroll practices and shall be entitled to participate in any of the Company’s employee fringe benefit plans.

 

The Separation Agreement further provides that the Company shall pay Mr. Kavthekar a lump-sum payment of $112,500 within 15 days of the Kavthekar Effective Date. Any unvested option awards, unvested time-based RSUs and earned but unvested performance-based RSUs held by Mr. Kavthekar will terminate immediately following the Kavthekar Effective Date. Any vested options held by Mr. Kavthekar will be exercisable for a period of 90 days following the Kavthekar Effective Date. Any portion of Mr. Kavthekar’s 2018 bonus payment remains subject to the bonus plan’s clawback policy, and the performance-based RSUs may remain subject to forfeiture and/or recovery under any compensation recovery policy that the Company may adopt from time to time.

 

Pursuant to the surviving terms of his Severance Benefits Agreement, as contained in Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the SEC on July 27, 2018: (1) Mr. Kavthekar remains subject to confidentiality requirements and (2) Mr. Kavthekar is subject to non-competition and non-solicitation requirements that extend for 12 months following termination of his employment with the Company.

 

The foregoing summary is qualified in its entirety by reference to the Separation Agreement attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

A copy of the Company’s news release announcing the foregoing matters is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

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Item 9.01

 

Financial Statements and Exhibits.

 

 

 

(d)

 

Exhibits

 

No.

 

Description

 

 

 

10.1

 

Employment Agreement, dated March 14, 2019, effective April 8, 2019, by and between the Company and Dan Davison

 

 

 

10.2

 

Separation and Release Agreement, dated March 14, 2019, by and between the Company and Atul Kavthekar

 

 

 

99.1

 

Company news release dated March 15, 2019 concerning financial results.

 

 

 

99.2

 

Supplemental slide presentation for the fourth quarter and year ended December 31, 2018.

 

 

 

99.3

 

Company news release dated March 15, 2019, concerning the Company’s Officers.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Diplomat Pharmacy, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brian T. Griffin

 

 

 

Brian T. Griffin

 

 

 

Chief Executive Officer

 

 

 

 

Date: March 15, 2019

 

 

 

 

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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “ Agreement ”) is made as of March 14, 2019, between Diplomat Pharmacy, Inc., a Michigan corporation (the “ Company ”), and Daniel Davison (“ Employee ”).

 

WHEREAS, the Company wishes to retain Employee as its Chief Financial Officer and Employee wishes to accept employment with the Company under the terms and conditions set forth herein; and

 

WHEREAS, as a condition to the employment (or continued employment) of Employee with the Company, Employee is required to enter into this Agreement and to grant the covenants contained herein.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                 Employment .  The Company shall employ Employee as its Chief Financial Officer, and Employee hereby accepts employment with the Company in such position, upon the terms and conditions set forth in this Agreement for the period beginning on April 8, 2019 (the “ Effective Date ”) and ending as provided in Section 5 hereof (the “ Employment Period ”).

 

2.                                 Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

 

(a)                                  Administrator ” shall mean the Board or the Compensation Committee of the Board, consistent with Company policies and procedures in place from time to time.

 

(b)                                  Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

(c)                                   Board ” shall mean the board of directors of the Company.

 

(d)                                  Cause ” shall mean the Company’s good faith determination that one or more of the following has occurred with respect to the Employee: (1) the commission or conviction (including conviction upon of a plea of nolo contendere) of a felony or other crime which is punishable by imprisonment, (2) the commission of any act or omission involving dishonesty, fraud, or a violation of law with respect to the Company or any of its Subsidiaries or Affiliates, (3) reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other conduct causing the Company or any of its Subsidiaries or Affiliates public disgrace, disrepute or economic harm, (4) repeated failure to perform any Employee’s duties as directed by the Board or the Chief Executive Officer,  (5) breach of fiduciary

 


 

duty, fraud or willful misconduct with respect to the Company and/or any of its Subsidiaries or Affiliates, or (6) any material breach of this Agreement or the Company’s policies and procedures by Employee.

 

(e)                                   Disability ” shall mean Employee’s inability to perform the essential functions of Employee’s position with the Company, with or without reasonable accommodations by the Company, for a period of 90 consecutive days or 120 days in any 365 day period.

 

(f)                                    Good Reason ” means the occurrence of any of the following without Employee’s written consent: (1) a material adverse change in Employee’s title, duties or responsibilities in a manner that is materially inconsistent with the position he holds; (2) a material reduction in Employee’s Base Salary; and (3) a material breach by the Company of its obligations, covenants or agreements under this Agreement.  The Company and Employee agree that “Good Reason” shall not exist unless and until Employee provides the Company with written notice of the acts alleged to constitute Good Reason within thirty (30) days of Employee’s knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice, if curable.  Employee must terminate his employment within thirty (30) days following the expiration of such cure period for the termination to be on account of Good Reason.

 

(g)                                   Person ” means an individual, corporation, limited liability company, partnership, joint venture, association, trust, governmental entity, unincorporated organization or other entity.

 

(h)                                  Subsidiaries ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (1) if a corporation, a majority of the economic interests or total voting power of shares of stock entitled to vote (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (2) if a partnership, limited liability company, association or other business entity, either (A) a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (B) such Person is a general partner, managing member or managing director of such partnership, limited liability company, association or other entity.

 

3.                                 Position and Duties .

 

(a)                                  During the Employment Period, Employee shall serve as Chief Financial Officer and shall have such duties and responsibilities as are assigned to the Employee by the Board and the Chief Executive Officer consistent with the Employee’s position as Chief Financial Officer of the Company.

 

(b)                                  During the Employment Period, Employee shall, at all times, devote the substantial majority of Employee’s working time, attention, energies, efforts and skills to the business and affairs of the Company and shall not, directly or indirectly, engage in any other

 

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business activity, whether or not for profit, gain or other pecuniary advantages, without the express written permission of the Board.  Employee shall perform Employee’s duties, responsibilities and functions to the Company hereunder to the best of Employee’s abilities in good faith and shall comply with all Company policies, rules and procedures.  In performing Employee’s duties and exercising Employee’s authority under this Agreement, Employee shall support and implement the reasonable and lawful business and strategic plans approved from time to time by the Board.

 

4.                                 Compensation and Benefits .

 

(a)                                  During the Employment Period, Employee’s shall receive an initial annual base salary (the “ Annual Base Salary ”) of $450,000.00, which shall be paid in accordance with the Company’s normal payroll practices for senior executive officers of the Company as in effect from time to time.  During the Employment Period, the Annual Base Salary shall be reviewed at least annually, and may be adjusted by the Administrator.  The term “Annual Base Salary” as utilized in this Agreement shall refer to the Annual Base Salary as so adjusted.

 

(b)                                  Employee shall be eligible for an annual cash bonus relating to the Company’s fiscal year, with a target amount of 65% of Employee’s Annual Base Salary (the “ Annual Bonus ”) (prorated, in the case of the bonus for the 2019 fiscal year, for the period beginning the Effective Date and ending December 31, 2019), with such actual amount to be determined consistent with the bonus plan in effect for other senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to the Employee shall reflect the Employee’s position with the Company and such other factors as the Administrator reasonably determines from time to time.  Each such bonus awarded to the Employee shall be paid sometime during the first one hundred twenty (120) days of the fiscal year next following the fiscal year for which the bonus is awarded, unless the Employee shall elect, in compliance with Treasury Regulation 1.409A-2(a), to defer the receipt of such Annual Bonus.

 

(c)                                   (i) Employee shall receive equity compensation in an amount of up to 222% of the Annual Base Salary to be granted on the Effective Date; and (ii) for the period beginning January 1, 2020 and continuing through the Employment Period, the Employee shall be entitled to participate in any stock option, performance share, restricted stock unit or other equity based long-term incentive compensation plan, program or arrangement (the “ Plans ”) generally made available to senior executive officers of the Company; provided, that in the case of each of (i) and (ii) hereof, on substantially the same terms and conditions (including the Company’s form of equity award agreements as in place from time to time) as generally apply to such other officers, except that the size of the awards made to the Employee shall reflect the Employee’s position with the Company and such other factors as the Administrator reasonably determines from time to time.

 

(d)                                  In addition to the annual equity awards described in Section 4(c)  hereof, the Employee shall be granted a restricted stock unit award of 200,000 shares of the Company’s common stock as of the Effective Date (the “ Initial RSU ”).  The Initial RSU shall vest in equal annual installments over a period of three years from the grant date.  The definitive terms of the Initial RSU shall be set forth in an agreement to be executed by and between the Company and Employee.

 

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(e)                                   Subject to Employee’s execution of a Participation and Restrictive Covenant Agreement, Employee shall be designated a participant in the Company’s Executive Severance Plan (the “ Executive Severance Plan ”), with such participation and entitlement to benefits subject to the terms thereof.  For the avoidance of doubt, the designation does not prohibit the Company from modifying or terminating Employee’s participation in the Executive Severance Plan or the amendment or termination of the Executive Severance Plan, in each case, in accordance with the terms thereof.

 

(f)                                    During the Employment Period, Employee shall receive such perquisites and fringe benefits and participate in all of the Company’s employee benefit programs and/or plans for which senior executive employees of the Company are generally eligible in accordance with the policies of the Company in effect from time to time.

 

(g)                                   During the Employment Period, the Company shall reimburse Employee for all reasonable out-of-pocket business expenses incurred by Employee in the course of performing Employee’s duties and responsibilities under this Agreement which are consistent with the Company’s policies, in effect from time to time, with respect to travel, entertainment and other business expenses, subject to the Company’s regular requirements with respect to reporting and documentation of such expenses.

 

(h)                                  If the Board, or an appropriate committee thereof, determines that any fraud, negligence, or intentional misconduct by the Employee is a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Board or committee may require reimbursement of any bonus or incentive compensation paid to the Employee if and to the extent that (i) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (ii) the Employee engaged in any fraud or misconduct that caused or significantly contributed to the need for the restatement, and (iii) the amount of the bonus or incentive compensation that would have been awarded to the Employee had the financial results been properly reported would have been lower than the amount actually awarded.

 

5.                                 Term .  Employee’s employment with the Company will commence on the Effective Date and, subject to Section 6 , will continue until the second anniversary of the Effective Date (the “ Initial Term ”).  Following the Initial Term, the Employment Period will be automatically renewed for successive one-year periods, unless (i) otherwise terminated as set forth in Section 6(a)  of this Agreement, or (ii) the Company or Employee, as the case may be, sends the other party a written notice of non-renewal at least 90 days prior to the expiration of the Initial Term or any successive anniversary date thereof, as applicable.  The initial term of this Agreement, as it may be extended thereafter, is herein referred to as the “ Term .”  Notwithstanding anything contained in this Agreement to the contrary, the parties acknowledge and agree that Employee’s employment with the Company is on an at-will basis.

 

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6.                                 Termination of Employment .

 

(a)                                  Termination .  Except for certain continuing obligations which the parties expressly agree survive termination, including, without limitation, Sections 6(d) , 7 , and 8 below, this Agreement and the Employment Period will terminate upon one of the following reasons:

 

(i)                                      Employee’s death or Disability;

 

(ii)                                   the termination by the Company at any time for Cause;

 

(iii)                                the termination by the Company at any time without Cause;

 

(iv)                               the resignation by Employee with Good Reason;

 

(v)                                  the resignation by Employee without Good Reason; and

 

(vi)                               the non-renewal of this Agreement by any party as contemplated pursuant to Section 5 .

 

(b)                                  Effect of Termination .  Except as otherwise expressly provided herein or in the Executive Severance Plan, all of Employee’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period shall cease upon such termination, other than those expressly required under applicable law.  In all cases of termination set forth above in Section 6(a) : (i) Employee agrees to return to the Company and/or its Affiliates, as applicable, any business equipment (including but not limited to credit cards, computers, printers, fax machines and telephones) or other company property that Employee may have received from the Company or any Affiliate of the Company for use during Employee’s employment; and (ii) Employee will be deemed to have automatically resigned, effective as of the termination date, from any and all positions Employee holds as an officer, director, manager, and/or as a member of any governing body (or a committee thereof) of the Company or its Affiliates.

 

7.                                 Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement .

 

(a)                                  Employee acknowledges that the information, observations and data obtained by Employee while employed by the Company (prior to or after the date hereof) concerning the business or affairs of the Company or any of its Affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “ Confidential Information ”) shall be the property of the Company or such Affiliate.  Confidential Information shall not include information known to Employee prior to Employee’s employment with the Company, or information generally known in the industry.  Therefore, Employee agrees that Employee shall not disclose to any unauthorized person or use for Employee’s own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the disclosure of Confidential Information is made in response to a valid order of a court or other governmental body, or was otherwise required by law; provided , that, in such case, Employee shall be required to provide the Company prompt advance notice of any such disclosure and shall use commercially reasonable efforts to limit the extent of

 

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such disclosure.  Employee shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Affiliate which Employee may then possess or have under Employee’s control, whether physical or electronic, without retaining any copies of such materials.

 

(b)                                  Employee acknowledges that during Employee’s employment with the Company Employee has and will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services shall be of special, unique and extraordinary value to the Company and its Affiliates.  Employee further acknowledges and agrees that the Company and its Affiliates would be irreparably damaged if Employee were to provide services to any Person competing with the Company or engaged in a similar business and that such competition by Employee would result in a significant loss of goodwill by the Company.  Therefore, in further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, Employee agrees that during the period commencing on the date hereof and ending on the first anniversary of the date of termination of the Employment Period, Employee shall not, directly or indirectly, engage in Competition (as defined below).  The Employee shall be deemed to be engaging in “ Competition ” if he, directly or indirectly, anywhere in the continental United States where the Company conducts business or has plans to conduct business, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, or has any financial interest in, any business (whether through a corporation or other entity) engaged in any business activity that could be deemed to be competitive with one or more of the principal lines of business conducted by the Company or its Affiliates.  Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof.

 

(c)                                   In further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, for so long as Employee has continuing obligations under Section 7(b)  above, Employee shall not, directly or indirectly through another Person, (i) induce or attempt to induce any employee or consultant of the Company or any of its Affiliates to leave the employ or services of the Company or any of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any employee or consultant thereof, or (ii) solicit any customer, client or supplier of the Company or any of its Affiliates to provide products or services that compete with those offered (or for which there are specific plans to offer) by the Company or any of its Affiliates, to induce such customer, client or supplier to cease doing business with, or reduce the amount of business conducted with, the Company or its Affiliates, or in any way interfere with the relationship between any such customer and the Company or any of its Affiliates.

 

(d)                                  In further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, for so long as Employee has continuing obligations under Section 7(b)  above, Employee shall not, in any communications with the press or other media or any communications with any customer, client, supplier or other current or prospective business relations of the other party,

 

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criticize, ridicule or make any statement which disparages or is derogatory to the Company, any of its Affiliates, or any of their shareholders, members, partners, directors, managers,  officers, employees, or agents of the Company or any of the Company’s Affiliates or Subsidiaries.

 

(e)                                   If, at the time of enforcement of the covenants contained in this Section 7 (the “ Restrictive Covenants ”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.  Employee has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company and its Affiliates, or the Employee in the case of Section 7(d) .

 

(f)                                    If Employee breaches any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: (i) the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and its Affiliates and that money damages would not provide an adequate remedy to the Company, and (ii) the right and remedy to require Employee to account for and pay over to the Company and its Affiliates any profits, monies, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of the Restrictive Covenants.  In the event of any breach or violation by Employee of any of the Restrictive Covenants, the time period of such covenant with respect to such Person shall be tolled until such breach or violation is resolved.

 

(g)                                   Employee acknowledges that the obligations contained in this Section 7 are independent of any other obligations contained in this Agreement, such that they will remain in effect notwithstanding any claim by Employee that the Company has breached any other provision of this Agreement.

 

(h)                                  Employee understands that nothing contained in this Agreement or any other agreement between the Company or its Affiliates and Employee limits Employee’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“ Government Agencies ”).  Employee further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.  This Agreement shall not limit Executive’s ability under applicable U.S. Federal law to (i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (ii) disclose trade secrets

 

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in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

 

8.                                 Inventions and Patents .  Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether alone or jointly with others) while employed by the Company or any of its Affiliates, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company or such Affiliate and Employee hereby assigns, and agrees to assign, all of the above Work Product to the Company or such Affiliate.

 

9.                                 Employee’s Representations .  Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which Employee is bound, (ii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other Person or entity (other than such agreements that are being terminated hereby pursuant to Section 26 ), and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.  Employee hereby acknowledges and represents that Employee has consulted with independent legal counsel regarding Employee’s rights and obligations under this Agreement and that Employee fully understands the terms and conditions contained herein.

 

10.                          Survival Sections 6 through 26 shall continue to be in full force following the termination of the Employment Period.

 

11.                          Notices .  All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if delivered in writing in person or by telecopy (or similar electronic means with a copy following by nationally recognized overnight courier) or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by such party to the other parties.

 

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Notices to Employee :

 

Daniel Davison

 

 

Notices to the Company :

 

Diplomat Pharmacy, Inc.

4100 South Saginaw

Flint, MI 48507

Attn:                     General Counsel

 

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

 

12.                          Severability .  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and this Agreement shall be construed and enforced in such jurisdiction to the maximum extent permitted by law.

 

13.                          Complete Agreement .  This Agreement embodies the complete agreement and understanding among the parties with respect to the subject matter hereof and supersedes and preempts all prior understandings, agreements or representations by or among the parties or any Affiliate of the Company and Employee, written or oral, which may have related to the subject matter hereof in any way.

 

14.                          No Strict Construction .  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

 

15.                          Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement.  Facsimile counterpart signatures to this Agreement shall be binding and enforceable.

 

16.                          Assignment .  Employee may not assign any of its rights or delegate any of Employee’s performance under this Agreement, except with the prior written consent of the Company (as approved by the Board and evidenced by a written consent), which may be withheld in the Company’s sole discretion.  The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company.  Any purported assignment of rights or delegation of performance by Employee in violation of this Section is void.

 

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17.                          Choice of Law .  All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Michigan, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan.  Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the state or federal courts located in Michigan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such court and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

 

18.                          Amendment and Waiver .  The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board and evidenced by a written consent) and Employee, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

 

19.                          Insurance and Indemnification .  The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Employee in any amount or amounts considered advisable.  Employee agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

 

20.                          Taxes and Withholdings .  All payments made under this Agreement shall be made less applicable taxes and withholdings.  Notwithstanding any provision herein to the contrary, the Company makes no representations concerning Employee’s tax consequences under the Agreement under Section 409A of the Code, or any other federal, state, or local tax law.  Employee’s tax consequences will depend, in part, upon the application of relevant tax law, including Section 409A of the Code, to the relevant facts and circumstances.  Employee should consult a competent and independent tax advisor regarding Employee’s tax consequences under the Agreement.

 

21.                          Corporate Opportunities .  During the Employment Period, Employee shall submit to the Board all business, commercial and investment opportunities or offers presented to Employee or of which the Employee becomes aware which relate to the Company’s business at any time during the Employment Period.

 

22.                          Employee’s Cooperation .  During and after the Employment Period, Employee shall cooperate with the Company and its Affiliates in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Employee being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring

 

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service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Employee’s possession, all at times and on schedules that are reasonably consistent with Employee’s other permitted activities and commitments).  If the Company requires Employee’s cooperation in accordance with this Section, the Company shall reimburse Employee solely for reasonable out-of-pocket travel expenses (including reasonable lodging and meals, upon submission of receipts).

 

23.                          Remedies .  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  If the Company prevails in enforcing this Agreement, it shall be entitled to recover, in addition to other damages and remedies, its costs and reasonable attorneys’ fees.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for the other party’s breach of any term or provision of this Agreement and that the other party in its sole discretion may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

 

24.                          Section 409A.    It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent.  In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Employee on account of such noncompliance.  Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Employee under Section 409A or damages for failing to comply with Section 409A.  Solely for purposes of determining the time and form of payments due the Employee under this Agreement or otherwise in connection with the Employee’s termination of employment with the Company, the Employee shall not be deemed to have incurred a termination of employment unless and until the Employee shall incur a “separation from service” within the meaning of Section 409A.  The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Employee and the Company reasonably anticipate that the Employee’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Employee for the Company over the immediately preceding thirty six (36) months.  The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h).  All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement (and the in-kind benefits to be provided) during a calendar year may not affect the expenses eligible for reimbursement (and

 

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the in-kind benefits to be provided) in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement (or in-kind benefits) is not subject to set off or liquidation or exchange for any other benefit.  For purposes of Section 409A, the Employee’s right to any installment payments under this Agreement shall be treated as a right to receive a series of separate and distinct payments.  Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

 

25.                          Third-Party Beneficiaries .  Nothing herein, expressed or implied, shall create or establish any third party beneficiary hereto nor confer upon any Person not a party to this Agreement, any rights or remedies, including without limitation, any right to employment or continued employment for any specified period, of any nature or kind whatsoever, under or by reason of this Agreement.

 

26.                          Termination of Former Agreements; Release .

 

(a)                                  The Company and Employee hereby agree that this Agreement supersedes and replaces, in its or their entirety, all current or former agreements or contracts that Employee has or had with the Company or any of its current or former Subsidiaries or Affiliates relating in any way to Employee’s employment, compensation, or other benefits (collectively, the “ Former Agreements ”), including, without limitation, any employment letters or employment agreements.

 

(b)                                  EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS AGREEMENT AND THAT EMPLOYEE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EMPLOYEE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT VOLUNTARILY AND OF EMPLOYEE’S OWN FREE WILL.

 

27.                          No Offset .  Except as set forth in the Executive Severance Plan, there shall be no right of offset by the Company for any debts or obligations due to Employee by the Company or its Affiliates against any amounts due Employee hereunder.

 

(Signature page follows)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

 

 

Company:

 

 

 

Diplomat Pharmacy, Inc.

 

 

 

 

 

By:

/s/ Brian T. Griffin

 

 

Name: Brian T. Griffin

 

 

Title: Chief Executive Officer

 

 

 

 

 

Employee:

 

 

 

/s/ Daniel Davison

 

Daniel Davison

 


Exhibit 10.2

 

Separation & Release Agreement

 

In consideration for certain benefits granted to the undersigned (the “ Employee ”) as set forth in this release, to which Employee is not otherwise entitled, Employee hereby executes and delivers this release (this “ Release ”) as of the date set forth on the signature page below.

 

WHEREAS , Employee and Diplomat Pharmacy, Inc., a Michigan corporation (the “ Company ”) are parties to that certain Severance Benefits Agreement, dated as of July 24, 2018 (the “ Severance Benefits Agreement ”); and

 

WHEREAS , Employee’s employment as Chief Financial Officer (“CFO”) of the Company will be terminated effective as of April 5, 2019 (the “ Separation Date ”).

 

Now, therefore, for good and valuable consideration, the receipt and adequacy of which is acknowledged, Employee hereby agrees as follows:

 

I.                                         Effective immediately as of 5:00 p.m. (EST) on the Separation Date, Employee shall no longer serve as CFO of the Company.  Effective immediately after the Separation Date, Employee shall continue to be employed by the Company through April 12, 2019 (the “Transition Period”). During the Transition Period:

 

A.                                     Employee shall devote his working time, attention, energies, efforts and skills as is reasonably necessary to assist the Company and its new CFO in the transitioning of the new CFO to his new role as CFO of the Company (the “Transition Services”).

 

B.                                     During the Transition Period, the Company shall continue to pay to Employee his annual base salary that is in effect as of the date hereof, which shall be paid in accordance with the Company’s normal payroll practices.

 

C.                                     Employee shall continue to receive such prerequisites and fringe benefits and participate in all of the Company’s employee benefit programs and plans currently in effect.  For purposes of all such programs and plans, Employee’s date of termination of employment shall be April 12, 2019 which is the last day of the Transition Period (the “Termination Date”).

 

II.                                    In exchange for Employee executing this Agreement, the Company shall pay Employee the following consideration. Within fifteen (15) days of the Termination Date, the Company will pay to Employee a lump-sum of One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00).   All severance payments shall be subject to applicable state and federal or other lawful withholdings.  It is understood that the Company will not be withholding or making any 401K contributions on the severance payments, since Employee will no longer be employed with the Company.

 

III.                               Employee understands that payments or benefits paid or granted to Employee under paragraph II above represent consideration for signing this Release and are not salary, wages or benefits to which Employee was already entitled. Employee understands and agrees that he will not receive certain of the payments and benefits specified in paragraph II above unless Employee executes this Release and does not revoke this Release within the time period permitted below or otherwise breach this Release.  Employee also acknowledges and represents that he has received all payments and benefits that he is entitled to receive (as of the date of this Release) by virtue of any employment by the Company.

 

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IV.                                In consideration of and subject to the performance by the Company and, together with any direct or indirect subsidiaries of the Company (collectively, the “ Company Group ”), of its obligations under the Severance Benefits Agreement, Employee releases and forever discharges, as of the date of this Release, the Company Group and its affiliates and all present and former directors, managers, officers, agents, representatives, employees, successors and assigns of the Company Group and its affiliates and the Company Group’s direct or indirect owners including without limitation, Diplomat Pharmacy, Inc., a Michigan corporation and its affiliates, present and former directors, managers, officers, agents, representatives, employees, successors and assigns (collectively, the “ Released Parties ”) to the extent provided below.  Except as provided in paragraph VI below and except for the provisions of the Severance Benefits Agreement which expressly survive the termination of Employee’s employment by the Company, Employee knowingly and voluntarily (for himself, his heirs, executors, administrators and assigns) releases and forever discharges the Company Group and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company Group or any of the Released Parties which Employee, his spouse, or any of his heirs, executors, administrators or assigns, may have against the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”) (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; or their state or local counterparts; or under any other employment-related federal, state or local civil or human rights law, or under any other employment-related local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any employment-related policies, practices or procedures of the Company or any other member of the Company Group; or any claim for wrongful discharge, employment-related breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).  Employee specifically represents that he has not filed any claims, charges, complaints, suits, or other actions against the Company or any other Released Party, with any federal, state or local agency or court.  Employee further agrees that should any claims, charges, complaints, suits or other actions be filed hereafter on his behalf by any federal, state or local agency or by any other person or entity, that he will immediately withdraw with prejudice, or cause to be withdrawn with prejudice, and/or dismiss with prejudice, or cause to be dismissed with prejudice, any such claims, charges, complaints, suits, or other actions filed against the Company or any other Released Party.  Employee agrees to opt-out of any class action filed against the Company or any other Released Party.

 

V.                                     Employee represents that he has made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph IV above.

 

VI.                                Employee agrees that this Release does not waive or release any rights or claims that Employee may have under the ADEA which arise after the date he executes this Release.  Employee acknowledges and agrees that his separation from employment with the Company in compliance with the terms of the Severance Benefits Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the ADEA).

 

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VII.                           Employee acknowledges that he has entered into this Release freely and without coercion, that he has been advised by the Company to consult with counsel of his choice, that Employee has had adequate opportunity to so consult, and that Employee has been given all time periods required by law to consider this Release, including but not limited to the 21-day period required by the ADEA.  Employee understands that he may execute this Release less than 21 days from its receipt from the Company, but agrees that such execution will represent his knowing waiver of such 21-day consideration period. Employee further acknowledges that within the 7-day period following his execution of this Release (the “ Revocation Period ”), Employee shall have the unilateral right to revoke this Release, and that the Company’s obligations under this Release shall become effective only upon the expiration of the Revocation Period without his revocation of this Release.  To be effective, notice of Employee’s revocation of this Release must be received by the Company on or before the last day of the Revocation Period.

 

VIII.                      In signing this Release, Employee acknowledges and intends that it shall be effective as a bar to each and every one of the Claims mentioned or implied above in this Release.  Employee expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a Release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims mentioned or implied above in this Release.  Employee acknowledges and agrees that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Severance Benefits Agreement or this Release.  Employee further agrees that in the event he should bring a Claim seeking damages against the Company Group or any other Released Party, or in the event Employee should seek to recover against the Company Group or any other Released Party in any Claim brought by a governmental agency on his behalf, this Release shall serve as a complete defense to such Claims.  Employee has informed the Company of any pending charge or complaint of the type described in paragraph IV as of the execution of this Release.

 

IX.                                Employee agrees that neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any time to be an admission by any member of the Company Group, any Released Party or Employee of any improper or unlawful conduct.

 

X.                                     Employee agrees that he will forfeit all amounts payable by the Company pursuant to this Release if he challenges the validity of this Release.  Employee also agrees that if violates this Release by suing the Company Group or the other Released Parties for Claims, he will pay all costs and expenses of defending against such Claims, including reasonable attorneys’ fees, and return all payments received by Employee pursuant to this General Release.

 

XI.                                Employee agrees to reasonably cooperate with the Company Group at the Company Group’s expense in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party.  Employee understands and agrees that his cooperation may include, but not be limited to, making himself available to the Company Group upon reasonable notice for interviews and factual investigations; appearing at the Company Group’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company Group pertinent information; and turning over to the Company Group all relevant documents which are or may come into Employee’s possession all at times and on schedules that are reasonably consistent with Employee’s other permitted activities and commitments, all at the Company’s expense.  Employee understands that in the event the Company Group asks for his cooperation in accordance with this provision, the Company will also reimburse him for reasonable travel

 

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expenses, (including lodging and meals), upon Employee’s submission of receipts and other reasonable expenses.

 

XII.                           Employee acknowledges that the information, observations and data obtained by Employee concerning the business and affairs of the Company during the course of his employment with the Company were the property of the Company.  Employee agrees to abide by his post-employment obligations under the Severance Benefits Agreement, including but not limited to Section 3 thereof.

 

XIII.                      Employee also understands that, notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to prohibit Employee from (y) filing a charge or complaint with the Equal Employment Opportunity Commission or any other federal, state or local administrative or regulatory agency, or (z) participating in any investigation or proceedings conducted by the Equal Employment Opportunity Commission or any other federal, state or local administrative or regulatory agency; however, Employee expressly waives the right to any individual relief of any kind in the event that the Equal Employment Opportunity Commission or any other federal, state or local administrative or regulatory agency pursues any claim on Employee’s behalf.  Notwithstanding the foregoing, Employee further understands that this Release does not prevent Employee from obtaining a whistleblower award from the Securities and Exchange Commission.

 

XIV.                       Notwithstanding anything in this Release to the contrary, this Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company Group or by any Released Party of the Severance Benefits Agreement or the Release after the date of this Release nor of the Employee’s rights to indemnification under Section 21 of the Severance Benefits Agreement.

 

XV.                            Whenever possible, each provision of this Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

BY SIGNING THIS RELEASE, EMPLOYEE REPRESENTS AND AGREES THAT:

 

I.                                         EMPLOYEE HAS READ IT CAREFULLY;

 

II.                                    EMPLOYEE UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

 

III.                               EMPLOYEE VOLUNTARILY CONSENTS TO EVERYTHING IN THIS RELEASE;

 

IV.                                EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND EMPLOYEE HAS DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, EMPLOYEE HAS CHOSEN NOT TO DO SO OF HIS OWN VOLITION;

 

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V.                                     EMPLOYEE HAS SIGNED THIS RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE EMPLOYEE WITH RESPECT TO IT; AND

 

VI.                                EMPLOYEE AGREES THAT THE PROVISIONS OF THIS RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY EMPLOYEE.

 

[SIGNATURE APPEARS ON THE FOLLOWING PAGE]

 

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Atul Kavthekar

 

 

 

/s/ Atul Kavthekar

 

 

 

Date:

March 14, 2019

 

 

 

 

 

 

Diplomat Pharmacy, Inc.

 

 

 

 

 

/s/ Brian Griffin

 

 

 

By: Brian Griffin, Chairman & CEO

 

 

 

Date:

March 14, 2019

 


 

Signature to Update Release Provision:

(To be signed following the Separation Date, if applicable)

 

Capitalized terms used below have the meaning set forth in the Release.

 

In consideration of the above and the promises set forth in this Release, I (the now former Employee) fully and forever release, acquit and discharge the Released Parties from any liability relating to any Claims that may have arisen between the signature date referenced above and the signature date referenced below and hereby agree to and make the representations, warranties, covenants and agreements to the Company set forth in the Release as of the Separation Date, as applicable.

 

I understand I have 21 days to consider this additional release provision, am advised to consult with an attorney of my choice regarding this additional release provision, and may use as much of this review period as I wish prior to signing.  I understand I may expressly and voluntarily waive any part or all of the review period by signing and returning this additional release provision prior to the expiration of the review period, and that I may revoke my acceptance of this additional release provision for 7 days after signing below, as set forth in Paragraph V. above.

 

 

 

[Name]

 

Date:

]

 

 


Exhibit 99.1

 

 

Diplomat Announces 4 th  Quarter and 2018 Year End Financial Results; Provides Revised 2019 Guidance

 

4 th  Quarter Revenue of $1,361 Million, an increase of 18%, Net (Loss) Income Attributable to Diplomat of $(298.0) Million, compared to $6.5 Million, Adjusted EBITDA of $43.5 Million, an increase of 63%

 

Full Year Revenue of $5,493 Million, an increase of 22%, Net (Loss) Income Attributable to Diplomat of $(302.3) Million, compared to $15.5 Million, Adjusted EBITDA of $167.8 Million, an increase of 65%

 

FLINT, Mich., March 15, 2019 — Diplomat Pharmacy, Inc. (NYSE: DPLO), the nation’s largest independent provider of specialty pharmacy and infusion services, announced financial results for the quarter and year ended December 31, 2018.  All comparisons, unless otherwise noted, are to the quarter or year ended December 31, 2017.  The Pharmacy Benefit Management (“PBM”) segment comparisons are impacted by the timing of the Company’s acquisitions, which occurred in late 2017.  Prior period financials have been recast to include certain direct expenses as part of cost of sales instead of selling, general and administrative (“SG&A”) expense for our Specialty segment.  This is a reclassification change only and has no impact on overall results.

 

Fourth Quarter 2018 Highlights include:

 

·                   Revenue of $1,361 million, compared to $1,155 million, an increase of 18%

 

·                   Specialty segment revenue of $1,192 million, compared to $1,143 million

 

·                   PBM segment revenue of $179 million, compared to $12 million

 

·                   Specialty segment total prescriptions dispensed of 229,000, compared to 224,000

 

·                   PBM segment total volume, adjusted to 30-day equivalent, of 1,936,000, compared to 764,000

 

·                   Gross margin of 6.9% versus 6.3%

 

·                   Specialty segment gross margin of 5.7% versus 6.0%

 

·                   PBM segment gross margin of 14.3% versus 32.8%

 

·                   EPS of $(4.00) per diluted common share versus $0.09 per diluted common share

 

·                   Adjusted EBITDA of $43.5 million, compared to $26.6 million

 

·                   Adjusted EBITDA margin of 3.2% versus 2.3%

 

·                   Net cash provided by operating activities was $1.8 million, compared to $41.6 million

 

·                   Net Debt; defined as total debt including contingent consideration less cash and equivalents, decreased to $638.2 million, from $646.7 million at September 30, 2018

 

Full Year 2018 Highlights include:

 

·                   Revenue of $5,493 million, compared to $4,485 million, an increase of 22%

 

·                   Specialty segment revenue of $4,791 million, compared to $4,473 million

 

·                   PBM segment revenue of $729 million, compared to $12 million

 

·                   Specialty segment total prescriptions dispensed of 918,000, compared to 886,000

 

·                   PBM segment total volume, adjusted to 30-day equivalent, of 8,171,000, compared to 764,000

 

·                   Gross margin of 6.8% versus 6.1%

 

·                   Specialty segment gross margin of 5.9% versus 6.0%

 

·                   PBM segment gross margin of 13.1% versus 32.8%

 

·                   EPS of $(4.07) per diluted common share versus $0.23 per diluted common share

 

·                   Adjusted EBITDA of $167.8 million, compared to $101.8 million

 

·                   Adjusted EBITDA margin of 3.1% versus 2.3%

 

·                   Net cash provided by operating activities was $35.0 million, compared to $135.3 million

 


 

Brian Griffin, Chairman and CEO of Diplomat, commented “While our 2018 financial results were strong, market conditions in 2019 are significantly more challenging than expected in our specialty and PBM businesses.  2019 is a rebuilding year, and we continue to focus on driving additional volumes to Diplomat by creating partnerships with health plans and hospital systems to meet the demand for better clinical outcomes and management of specialty spend.  We are also committed to rebuilding our PBM business.”

 

 

“The Company’s cost structure is no longer supported by the current business environment and we are accelerating operational efficiency initiatives.

 

I remain confident that Diplomat is making the right investments and executing the right strategy and operational initiatives to leverage our competitive strengths and position Diplomat for future growth and profitability,” said Griffin.

 

Fourth Quarter Financial Summary:

 

Revenue for the fourth quarter of 2018 was $1,361 million, compared to $1,155 million in the fourth quarter of 2017, an increase of $206 million or 18%.  Our Specialty segment revenue amounted to $1,192 million, compared to $1,143 million in the prior year quarter, while revenue from our PBM segment amounted to $179 million, compared to $12 million in the prior year quarter.  The increase in our Specialty segment was driven by manufacturer price increases and an increase in our oncology and infusion volumes, partially offset by reimbursement compression to maintain contractual relationships with certain payers and a volume decrease in certain therapy classes, including immunology and multiple sclerosis.  The increase in our PBM segment is due to timing of our PBM acquisitions late in the fourth quarter of 2017 versus a full quarter impact in the fourth quarter of 2018.

 

Gross profit in the fourth quarter of 2018 was $93.9 million and generated a 6.9% gross margin, compared to $72.6 million gross profit and a 6.3% gross margin in the fourth quarter of 2017.  Gross profit from our Specialty segment was $68.2 million, compared to $68.5 million in the prior year quarter, while gross profit from our PBM segment was $25.6 million, compared to $4.1 million in the prior year quarter.  The gross margin increase in the quarter was due to the impact of our PBM acquisitions, partially offset by reimbursement compression in our Specialty segment.

 

SG&A expenses for the fourth quarter of 2018 were $79.9 million, an increase of $10.2 million, compared to $69.7 million in the fourth quarter of 2017.  This increase is primarily driven by a $4.6 million increase in employee cost, including employee cost for our acquired entities, and a $0.6 million increase in share-based compensation.  Also contributing to the SG&A expense increase was a $5.9 million increase in amortization expense from definite-lived intangible assets, inclusive of capitalized software for internal use, associated with our acquired entities.  We also experienced increases in other SG&A expenses; including, rent due to the addition of our Chandler, Arizona facility, Information Technology (“IT”) expense due to the implementation of a new operating system, travel, consulting and professional fees, as well as other miscellaneous expenses.  These increases were partially offset by a $2.2 million decrease in acquisition related expenses.

 

Net (loss) income attributable to Diplomat for the fourth quarter of 2018 was $(298.0) million compared to $6.5 million in the fourth quarter of 2017.  This decrease was primarily driven by a $262 million non-cash impairment charge related to goodwill and definite-lived intangible assets associated with our PBM segment due to the effects of client losses and a reduced financial forecast, on our annual impairment analysis, as well as a $46 million non-cash goodwill impairment charge related to our Specialty segment due to the effects of a reduced financial forecast, on our annual impairment analysis.  Income from operations for the fourth quarter of 2018, excluding the non-cash impairment charges, was $13.9 million, compared to $2.9 million in the fourth quarter of 2017.  We experienced a $6.0 million increase in interest expense due to the outstanding debt required to fund our PBM acquisitions in the fourth quarter of 2017.  Our income tax benefit decreased $2.4 million due primarily to a $64.5 million increased tax benefit at statutory rates offset by a $9.8 million impact due to the impairment of our non-deductible goodwill relating to our prior stock acquisitions and a $48.7 million valuation allowance made in the fourth quarter of 2018 on deferred tax assets due to a cumulative loss position driven by the impairment charges. Income taxes were also impacted in the prior year by the passage of the Tax Cuts and Job’s act which, after taking into account the provisions of the Tax Cuts and Jobs Act, caused our net deferred tax liabilities to be re-remeasured for a one-time benefit of approximately $7.9 million.  Adjusted EBITDA for the fourth quarter of 2018 was $43.5 million compared to $26.6 million in the fourth quarter of 2017, an increase of $16.9 million.

 


 

Earnings per share for the fourth quarter of 2018 was $(4.00) per basic/diluted common share, compared to $0.09 per basic/diluted common share for the fourth quarter of 2017.

 

Full Year 2018 Financial Summary:

 

Revenue for 2018 was $5,493 million, compared to $4,485 million in 2017, an increase of $1,007 million or 22%.  Specialty segment revenue amounted to $4,791 million, compared to $4,473 million in 2017, while revenue from our PBM segment amounted to $729 million compared to $12 million in 2017.  The consolidated revenue increase was principally driven by the full year impact of our 2017 acquisitions, including our PBM acquisitions, and the impact of manufacturer price increases in our Specialty segment.  These increases were partially offset by reimbursement compression and by a volume decrease in our immunology, hepatitis C, and multiple sclerosis business categories, as well as other lower margin business categories, including human immunodeficiency virus  and osteoporosis, compared to the prior year.

 

Gross profit in 2018 was $376.0 million and generated a 6.8% gross margin, compared to $274.1 million and a 6.1% gross margin in 2017.  Gross profit improved $101.9 million, or 37%, compared to the prior year period.  Gross profit from our Specialty segment was $280.6 million, compared to $270.1 million in the prior year, while gross profit from our PBM segment was $95.4 million compared to $4.1 million in the prior year.  The gross margin increase was primarily due to the impact of our PBM acquisitions, partially offset by reimbursement compression in our Specialty segment.

 

SG&A expenses for 2018 were $335.7 million, an increase of $80.1 million, compared to $255.6 million in 2017.  Of this increase, $40.4 million related to employee cost, including employee cost for our acquired entities, a $10.9 million increase in share-based compensation, and a $1.7 million increase in severance and related expenses.  Also contributing to the SG&A expense increase was a $27.5 million increase in amortization expense from definite-lived intangible assets, inclusive of capitalized software for internal use, associated with our acquired entities.  We further experienced increases in other SG&A expenses including consulting and professional fees; rent due to the addition of our Chandler, Arizona facility; IT expense due to the implementation of a new operating system; recruiting primarily related to our CEO search; travel; as well as other miscellaneous expenses.

 

Net (loss) income attributable to Diplomat for 2018 was $(302.3) million compared to $15.5 million for 2017.  This decrease was primarily driven by a $262 million non-cash impairment charge related to goodwill and definite-lived intangible assets associated with our PBM segment due to the effects of client losses and a reduced financial forecast, on our annual impairment analysis, as well as a $46 million non-cash goodwill impairment charge related to our Specialty segment due to the effects of a reduced financial forecast, on our impairment analysis.   Our 2018 income from operations excluding the non-cash impairment charges, was $40.4 million, compared to $18.6 million in 2017.  We also experienced a $30.9 million increase in interest expense due to a significant increase in outstanding debt to fund our PBM acquisitions, and a $2.1 million decrease in income tax benefit due to the same factors impacting the fourth quarter 2018.  Adjusted EBITDA for 2018 was $167.8 million versus $101.8 million for 2017.

 

Earnings per share for 2018 was $(4.07) per basic/diluted common share, compared to $0.23 per basic/diluted common share for 2017.

 


 

Revised 2019 Financial Outlook

 

For the full-year 2019, we provide financial guidance as follows:

 

·                   Revenue between $4.7 and $5.0 billion, versus the previous range of $5.6 to $5.8 billion

 

·                   Specialty segment revenue between $4.4 and $4.6 billion, versus the previous range of $5.1 to $5.3 billion

 

·                   PBM segment revenue between $0.3 and $0.4 billion, versus the previous range of $0.45 to $0.5 billion

 

·                   Net (loss) income attributable to Diplomat between $(37) and $(26) million

 

·                   Adjusted EBITDA between $110 and $116 million, versus the previous communication of “flat to low single digit percent year over year growth”

 

·                   Diluted EPS between $(0.50) and $(0.34)

 

Our EPS expectations for 2019 assume approximately 75,300,000 weighted average common shares outstanding on a diluted basis and a tax rate of (21)% and (18)%, for the low- and high-end of the range, respectively, for the full year 2019, each of which could differ materially.

 

Earnings Conference Call Information

 

As previously announced, the Company will hold a conference call to discuss its fourth quarter and full year performance this morning, March 15, 2019, at 8:00 a.m. Eastern Time.  Shareholders and interested participants may listen to a live broadcast of the conference call by dialing 833-286-5805 (647-689-4450 for international callers) and referencing participant code 2672528 approximately 15 minutes prior to the call.  A live webcast of the conference call and associated slide presentation will be available on the investor relations section of the Company’s website for approximately 30 days at ir.diplomat.is.

 

About Diplomat

 

Diplomat (NYSE: DPLO) is the nation’s largest independent provider of specialty pharmacy and infusion services. Diplomat helps people with complex and chronic health conditions in all 50 states, partnering with payers, providers, hospitals, manufacturers, and more. Rooted in this patient care expertise, Diplomat also serves payers through CastiaRx, a leading specialty benefit manager, and offers tailored solutions for healthcare innovators through EnvoyHealth. Diplomat opened its doors in 1975 as a neighborhood pharmacy with one essential tenet: “Take good care of patients and the rest falls into place.” Today, that tradition continues—always focused on improving patient care. For more information, visit diplomat.is.

 

Non-GAAP Information

 

We define Adjusted EBITDA as net (loss) income attributable to Diplomat before interest expense, income taxes, depreciation and amortization, share-based compensation, change in fair value of contingent consideration and other merger and acquisition-related expenses, restructuring and impairment charges, and certain other items that we do not consider indicative of our ongoing operating performance (which are itemized below in the reconciliation to net (loss) income attributable to Diplomat).  Adjusted EBITDA is not in accordance with, or an alternative to, GAAP.  In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles.  You should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items.

 

We consider Adjusted EBITDA to be a supplemental measure of our operating performance.  We present Adjusted EBITDA because it is used by our Board of Directors and management to evaluate our operating performance.  Adjusted EBITDA is also used as a factor in determining incentive compensation, for budgetary planning and forecasting overall financial and operational expectations, for identifying underlying trends, and for evaluating the effectiveness of our business strategies.  Further, we believe it assists us, as well as investors, in comparing performance from period-to-period on a consistent basis.  Other companies in our industry may calculate Adjusted EBITDA differently than we do and their calculation may not be comparable to our Adjusted EBITDA

 


 

metric.  A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net (loss) income attributable to Diplomat can be found below.

 

Forward Looking Statements

 

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and may include Diplomat’s expectations regarding revenues, net (loss) income attributable to Diplomat, Adjusted EBITDA, EPS, market share, new business and contract wins, the expected benefits and performance of acquisitions, business and growth strategies, introduction of new limited-distribution drugs and biosimilars, key employee searches, impact of operational improvement initiatives and results of operational and capital expenditures. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. These statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: our ability to adapt to changes or trends within the specialty pharmacy industry; a significant increase in competition from a variety of companies in the health care industry; possibility of client losses and/or the failure to win new business; declining gross margins in the PBM industry; shifts in pharmacy mix toward lower margin drugs; supply disruption of any of the specialty drugs we dispense; potential for contracting at reduced rates to win new business or secure renewal business; the dependence on key employees and effective succession planning and managing recent turnover among key employees; potential disruption to our workforce and operations due to cost savings and restructuring initiatives; disruption in our operations as we implement a new operating system within our Specialty segment;  our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; increasing consolidation in the healthcare industry; significant and increasing pricing pressure from third-party payors; complying with complex and evolving requirements and changes in state and federal government regulations, including Medicare and Medicaid; current or proposed legislative and regulatory policies designed to manage healthcare costs or alter healthcare financing practices, including as it relates to the PBM industry’s retention of rebates; the amount of direct and indirect remuneration fees, as well as the timing of assessing such fees and the methodology used to calculate such fees; the outcome of material legal proceedings; our relationships with wholesalers and key pharmaceutical manufacturers; bad publicity about, or market withdrawal of, specialty drugs we dispense; revenue concentration of the top specialty drugs we dispense; managing our growth effectively; our ability to drive volume through a refreshed marketing strategy in traditional specialty pharmacy; our capability to penetrate the fragmented infusion market; the success of our strategy in the PBM industry; failure to effectively differentiate our products and services in the PBM market place; our debt service obligations; our inability to identify and remediate any present or future material weaknesses in our internal control over financial reporting, which could impair our ability to produce accurate and timely financial statements; the effect of any future impairments to our goodwill or other intangible assets on our net income and EPS; our ability to effectively execute our acquisition strategy or successfully integrate acquired businesses, including any delays or difficulties in integrating the combined businesses, and the ability to achieve cost savings and operating synergies and the timing thereof; and the additional factors set forth in “Risk Factors” in Diplomat’s most recent Annual Report on Form 10-K and in subsequent reports filed with or furnished to the Securities and Exchange Commission.  Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments, or otherwise.

 

CONTACT:
Terri Anne Powers, Vice President Investor Relations

312-889-5244 | tpowers@diplomat.is

 


 

DIPLOMAT PHARMACY, INC.

Consolidated Balance Sheets

(dollars in thousands)

 

 

 

December 31,

 

 

 

2018

 

2017

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and equivalents

 

$

9,485

 

$

84,251

 

Receivables, net

 

326,602

 

332,091

 

Inventories

 

210,573

 

206,603

 

Prepaid expenses and other current assets

 

9,596

 

11,125

 

Total current assets

 

556,256

 

634,070

 

Property and equipment, net

 

34,525

 

38,990

 

Capitalized software for internal use, net

 

30,506

 

36,520

 

Goodwill

 

609,592

 

832,624

 

Definite-lived intangible assets, net

 

240,810

 

392,011

 

Other noncurrent assets

 

4,670

 

6,208

 

Total assets

 

$

1,476,359

 

$

1,940,423

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

308,084

 

$

384,719

 

Rebates payable to PBM customers

 

23,264

 

28,744

 

Borrowings on line of credit

 

176,300

 

188,250

 

Short-term debt, including current portion of long-term debt

 

11,500

 

11,500

 

Accrued expenses:

 

 

 

 

 

Compensation and benefits

 

13,348

 

9,584

 

Contingent consideration

 

5,075

 

8,100

 

Other

 

21,014

 

20,560

 

Total current liabilities

 

558,585

 

651,457

 

Long-term debt, less current portion

 

438,369

 

521,098

 

Deferred income taxes

 

2,781

 

14,367

 

Contingent consideration

 

1,820

 

4,000

 

Derivative liability

 

4,292

 

 

Deferred gain

 

5,175

 

 

Other

 

253

 

 

Total liabilities

 

1,011,275

 

1,190,922

 

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; 74,474,677 and 73,871,424 shares issued and outstanding at December 31, 2018 and 2017, respectively)

 

629,411

 

619,235

 

Additional paid-in capital

 

50,544

 

38,450

 

(Accumulated deficit) retained earnings

 

(210,579

)

91,816

 

Accumulated other comprehensive loss

 

(4,292

)

 

Total shareholders’ equity

 

465,084

 

749,501

 

Total liabilities and shareholders’ equity

 

$

1,476,359

 

$

1,940,423

 

 


 

DIPLOMAT PHARMACY, INC.

Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2018

 

2017

 

2018

 

2017

 

Net sales

 

$

1,360,628

 

$

1,155,069

 

$

5,492,524

 

$

4,485,230

 

Cost of sales

 

(1,266,772

)

(1,082,490

)

(5,116,515

)

(4,211,085

)

Gross profit

 

93,856

 

72,579

 

376,009

 

274,145

 

Selling, general and administrative expenses

 

(79,945

)

(69,713

)

(335,650

)

(255,580

)

Goodwill impairments

 

(224,966

)

 

(224,966

)

 

Impairments of definite-lived intangible assets

 

(82,678

)

 

(82,678

)

 

(Loss) income from operations

 

(293,733

)

2,866

 

(267,285

)

18,565

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

(10,652

)

(4,682

)

(41,650

)

(10,716

)

Impairment of non-consolidated entities

 

 

 

(329

)

 

Other

 

571

 

102

 

1,956

 

213

 

Total other expense

 

(10,081

)

(4,580

)

(40,023

)

(10,503

)

(Loss) income before income taxes

 

(303,814

)

(1,714

)

(307,308

)

8,062

 

Income tax benefit

 

5,789

 

8,227

 

5,039

 

7,126

 

Net (loss) income

 

(298,025

)

6,513

 

(302,269

)

15,188

 

Less net loss attributable to noncontrolling interest

 

 

(23

)

 

(322

)

Net (loss) income attributable to Diplomat Pharmacy, Inc.

 

$

(298,025

)

$

6,536

 

$

(302,269

)

$

15,510

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share, basic and diluted

 

$

(4.00

)

$

0.09

 

$

(4.07

)

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

74,430,430

 

69,701,266

 

74,244,520

 

68,130,322

 

Diluted

 

74,430,430

 

70,324,702

 

74,244,520

 

68,780,053

 

 


 

DIPLOMAT PHARMACY, INC.

Consolidated Statements of Operations, Inclusive of Reportable Segment Breakout (Unaudited)

(dollars in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2018

 

2017

 

2018

 

2017

 

Net sales - Specialty

 

$

1,191,814

 

$

1,142,696

 

$

4,790,837

 

$

4,472,857

 

Net sales - PBM

 

179,307

 

12,373

 

729,455

 

12,373

 

Inter-segment elimination

 

(10,493

)

 

(27,768

)

 

Net sales

 

1,360,628

 

1,155,069

 

5,492,524

 

4,485,230

 

 

 

 

 

 

 

 

 

 

 

Cost of sales - Specialty

 

(1,123,609

)

(1,074,171

)

(4,510,262

)

(4,202,766

)

Cost of sales - PBM

 

(153,656

)

(8,319

)

(634,021

)

(8,319

)

Inter-segment elimination

 

10,493

 

 

27,768

 

 

Cost of sales

 

(1,266,772

)

(1,082,490

)

(5,116,515

)

(4,211,085

)

 

 

 

 

 

 

 

 

 

 

Gross profit - Specialty

 

68,205

 

68,525

 

280,575

 

270,091

 

Gross profit - PBM

 

25,651

 

4,054

 

95,434

 

4,054

 

Gross profit

 

93,856

 

72,579

 

376,009

 

274,145

 

Selling, general and administrative expenses

 

(79,945

)

(69,713

)

(335,650

)

(255,580

)

Goodwill impairments

 

(224,966

)

 

(224,966

)

 

Impairments of definite-lived intangible assets

 

(82,678

)

 

(82,678

)

 

(Loss) income from operations

 

(293,733

)

2,866

 

(267,285

)

18,565

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

(10,652

)

(4,682

)

(41,650

)

(10,716

)

Impairment of non-consolidated entities

 

 

 

(329

)

 

Other

 

571

 

102

 

1,956

 

213

 

Total other expense

 

(10,081

)

(4,580

)

(40,023

)

(10,503

)

(Loss) income before income taxes

 

(303,814

)

(1,714

)

(307,308

)

8,062

 

Income tax benefit

 

5,789

 

8,227

 

5,039

 

7,126

 

Net (loss) income

 

(298,025

)

6,513

 

(302,269

)

15,188

 

Less: net loss attributable to noncontrolling interest

 

 

(23

)

 

(322

)

Net (loss) income attributable to Diplomat Pharmacy, Inc.

 

$

(298,025

)

$

6,536

 

$

(302,269

)

$

15,510

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share, basic and diluted

 

$

(4.00

)

$

0.09

 

$

(4.07

)

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

74,430,430

 

69,701,266

 

74,244,520

 

68,130,322

 

Diluted

 

74,430,430

 

70,324,702

 

74,244,520

 

68,780,053

 

 


 

DIPLOMAT PHARMACY, INC.

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

 

 

 

Year Ended December 31,

 

 

 

2018

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

Net (loss) income

 

$

(302,269

)

$

15,188

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

97,112

 

66,566

 

Goodwill impairments

 

224,966

 

 

Impairments of definite-lived intangible assets

 

82,678

 

 

Share-based compensation expense

 

18,172

 

7,281

 

Net provision for doubtful accounts

 

8,660

 

9,424

 

Amortization of debt issuance costs

 

4,733

 

2,655

 

Changes in fair value of contingent consideration

 

3,364

 

3,675

 

Contingent consideration payments

 

(4,239

)

 

Deferred income tax benefit

 

(11,847

)

(10,795

)

Impairment of non-consolidated entities

 

329

 

 

Other

 

(73

)

1

 

Changes in operating assets and liabilities, net of business acquisitions:

 

 

 

 

 

Accounts receivable

 

(2,333

)

7,735

 

Inventories

 

(3,932

)

13,813

 

Accounts payable

 

(80,412

)

23,088

 

Rebates payable

 

(5,479

)

1,238

 

Other assets and liabilities

 

5,612

 

(4,615

)

Net cash provided by operating activities

 

35,042

 

135,254

 

Cash flows from investing activities:

 

 

 

 

 

Payments to acquire businesses, net of cash acquired

 

(1,139

)

(623,067

)

Expenditures for property and equipment

 

(10,474

)

(6,652

)

Expenditures for capitalized software for internal use

 

(13,070

)

(3,505

)

Capital investment in non-consolidated entity

 

 

(100

)

Net proceeds from the sale of property and equipment

 

13,448

 

5

 

Net cash used in investing activities

 

(11,235

)

(633,319

)

Cash flows from financing activities:

 

 

 

 

 

Net (payments) proceeds from line of credit

 

(11,950

)

148,995

 

Proceeds from long-term debt

 

 

575,000

 

Payments on long-term debt

 

(85,500

)

(136,000

)

Payments of debt issuance costs

 

(891

)

(21,507

)

Proceeds from issuance of stock upon stock option exercises

 

4,098

 

7,875

 

Contingent consideration payments

 

(4,330

)

 

Net cash (used in) provided by financing activities

 

(98,573

)

574,363

 

Net (decrease) increase in cash and equivalents

 

(74,766

)

76,298

 

Cash and equivalents at beginning of year

 

84,251

 

7,953

 

Cash and equivalents at end of year

 

$

9,485

 

$

84,251

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

37,851

 

$

7,327

 

Cash paid for income taxes

 

3,520

 

5,876

 

 


 

Adjusted EBITDA

 

The table below presents a reconciliation of net (loss) income attributable to Diplomat Pharmacy, Inc. to Adjusted EBITDA for the periods indicated.

 

 

 

For the three months ended December 31,

 

For the year ended December 31,

 

 

 

2018

 

2017

 

2018

 

2017

 

 

 

(dollars in thousands) (unaudited)

 

Net (loss) income attributable to Diplomat Pharmacy, Inc.

 

$

(298,025

)

$

6,536

 

$

(302,269

)

$

15,510

 

Depreciation and amortization

 

24,565

 

17,753

 

97,112

 

66,566

 

Interest expense

 

10,652

 

4,682

 

41,650

 

10,716

 

Income tax (benefit) expense

 

(5,789

)

(8,227

)

(5,039

)

(7,126

)

EBITDA

 

$

(268,597

)

$

20,744

 

$

(168,546

)

$

85,666

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration and other merger and acquisition expense

 

$

1,136

 

$

3,322

 

$

6,836

 

$

7,455

 

Share-based compensation expense

 

2,401

 

1,794

 

18,172

 

7,281

 

Employer payroll taxes - option repurchases and exercises

 

1

 

13

 

193

 

231

 

Restructuring and impairment charges

 

307,644

 

 

307,973

 

 

Severance and related fees

 

357

 

648

 

3,086

 

1,428

 

Other items

 

528

 

72

 

45

 

(301

)

Adjusted EBITDA

 

$

43,470

 

$

26,593

 

$

167,759

 

$

101,760

 

 

2019 Full Year Guidance: GAAP to Non-GAAP Reconciliation

 

The tables below present a reconciliation of net (loss) income attributable to Diplomat Pharmacy, Inc. to Adjusted EBITDA for the year ended December 31, 2019.

 

Reconciliation of GAAP to Adjusted EBITDA

(dollars in thousands) (unaudited)

 

 

 

Range

 

 

 

Low

 

High

 

Net (loss) income attributable to Diplomat Pharmacy, Inc.

 

$

(37,289

)

$

(25,503

)

Depreciation and amortization

 

80,000

 

78,000

 

Interest expense

 

43,000

 

40,000

 

Income tax (benefit) expense (1)

 

(9,911

)

(5,597

)

EBITDA

 

$

75,800

 

$

86,900

 

 

 

 

 

 

 

Contingent consideration and other merger and acquisition expense

 

$

2,000

 

$

1,000

 

Share-based compensation expense

 

27,000

 

25,000

 

Employer payroll taxes - option repurchases and exercises

 

200

 

100

 

Restructuring and impairment charges

 

1,000

 

500

 

Severance and related fees

 

3,500

 

2,000

 

Other items

 

500

 

500

 

Adjusted EBITDA

 

$

110,000

 

$

116,000

 

 


(1) Assumes a tax rate of (21) and (18) percent, for the low- and high-end, respectively.

 


Ex hibit 99.2

Jacque, Diplomat Patient

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NON-GAAP INFORMATION We define Adjusted EBITDA as net income (loss) attributable to Diplomat before interest expense, income taxes, depreciation and amortization, share-based compensation, change in fair value of contingent consideration and other merger and acquisition-related expenses, restructuring and impairment charges, and certain other items that we do not consider indicative of our ongoing operating performance (which are itemized below in the reconciliation to net income (loss) attributable to Diplomat). Adjusted EBITDA is not in accordance with, or an alternative to, accounting principles generally accepted in the United States (“GAAP”). In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and may include Diplomat's expectations regarding revenues, net (loss) income attributable to Diplomat, Adjusted EBITDA, EPS, market share, new business and contract wins, the expected benefits and performance of acquisitions, business and growth strategies, introduction of new limited-distribution drugs and biosimilars, key employee searches, impact of operational improvement initiatives and results of operational and capital expenditures. The forward-looking statements contained in this press release are based on management's good-faith belief and reasonable judgment based on current information. These statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: our ability to adapt to changes or trends within the specialty pharmacy industry; a significant increase in competition from a variety of companies in the health care industry; possibility of client losses and/or the failure to win new business; declining gross margins in the PBM industry; shifts in pharmacy mix toward lower margin drugs; supply disruption of any of the specialty drugs we dispense; potential for contracting at reduced rates to win new business or secure renewal business; the dependence on key employees and effective succession planning and managing recent turnover among key employees; potential disruption to our workforce and operations due to cost savings and restructuring initiatives; disruption in our operations as we implement a new operating system within our Specialty segment; our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; increasing consolidation in the healthcare industry; significant and increasing pricing pressure from third-party payors; complying with complex and evolving requirements and changes in state and federal government regulations, including Medicare and Medicaid; current or proposed legislative and regulatory policies designed to manage healthcare costs or alter healthcare financing practices, including as it relates to the PBM industry’s retention of rebates; the amount of direct and indirect remuneration fees, as well as the timing of assessing such fees and the methodology used to calculate such fees; the outcome of material legal proceedings; our relationships with wholesalers and key pharmaceutical manufacturers; bad publicity about, or market withdrawal of, specialty drugs we dispense; revenue concentration of the top specialty drugs we dispense; managing our growth effectively; our ability to drive volume through a refreshed marketing strategy in traditional specialty pharmacy; our capability to penetrate the fragmented infusion market; the success of our strategy in the PBM industry; failure to effectively differentiate our products and services in the PBM market place; our debt service obligations; our inability to identify and remediate any present or future material weaknesses in our internal control over financial reporting, which could impair our ability to produce accurate and timely financial statements; the effect of any future impairments to our goodwill or other intangible assets on our net income and EPS; our ability to effectively execute our acquisition strategy or successfully integrate acquired businesses, including any delays or difficulties in integrating the combined businesses, and the ability to achieve cost savings and operating synergies and the timing thereof; and the additional factors set forth in "Risk Factors" in Diplomat's most recent Annual Report on Form 10-K and in subsequent reports filed with or furnished to the Securities and Exchange Commission. Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments, or otherwise. We consider Adjusted EBITDA to be a supplemental measures of our operating performance. We present Adjusted EBITDA because it is used by our Board of Directors and management to evaluate our operating performance. Adjusted EBITDA is also used as a factor in determining incentive compensation, for budgetary planning and forecasting overall financial and operational expectations, for identifying underlying trends, and for evaluating the effectiveness of our business strategies. Further, we believe it assists us, as well as investors, in comparing performance from period-to-period on a consistent basis. Other companies in our industry may calculate Adjusted EBITDA differently than we do and these calculations may not be comparable to our Adjusted EBITDA. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat as prepared in accordance with GAAP can be found in the Appendix to this presentation. INDUSTRY AND MARKET DATA Certain information in this presentation concerning our industry and the markets in which we operate is derived from publicly available information released by third-party sources, including independent industry and research organizations, and management estimates. Management estimates are derived from publicly available information released by independent industry and research analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. We believe the data from these third-party sources is reliable. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, as discussed in Diplomat’s reports filed with the Securities and Exchange Commission. These and other factors could cause results to differ materially from those expressed in the estimates made by these third-party sources.

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[LOGO]

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4Q and Full-Year 2018 Highlights 4 Revenue: +18% to $1.4B Adjusted EBITDA1: +63% to $43M Revenue: +22% to $5.5B Adjusted EBITDA1: +65% to $168M 1. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat, as prepared in accordance with GAAP can be found in the Appendix to this presentation. • Solid Specialty segment growth and contribution from acquisitions •Two new limited-distribution drugs added in 4Q, portfolio now includes 125+ LDDs •$8M in synergies achieved at PBM in 2018 •Continued investments to drive future growth and operational efficiency •Establishing the building blocks to drive further innovation and an improved value proposition 4Q18 2018

 

I • • • • • • • • • Made significant investments in building a world-class Specialty sales force. Opened a new state of the art high-efficiency dispensing and patient call center in Chandler, AZ. Began implementation of ScriptMed, a new end-to-end specialty pharmacy operating platform. Launched new digital solutions to improve provider and patient outreach and customer service. Partnered with FitBit and Pear Therapeutics to support new digital patient support solutions. Rebranded and launched CastiaRx, a middle-market, specialty-focused PBM. Completed the integration of the acquired infusion and PBM businesses. Invested in data and analytic capabilities to develop new solutions for pharma, payers, and physicians. Reduced leverage from 4.5x at the end of 2017 to 3.7x at the end of 2018. 5 D I P L OMAr A 2018 Accomplishments

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• • • • • • • • • • •

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I D I P L OMAr A Putting Patients First

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[LOGO]

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4Q 2018 Financial Results Summary 9 Revenue: $1.2B Adjusted EBITDA1: $27M GAAP Net Income :$7M GAAP EPS: $0.09 Revenue: $1.4B Adjusted EBITDA1: $43M GAAP Net Loss2:($298M) GAAP EPS2:($4.00) 4Q17 4Q18 1.A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat, as prepared in accordance with GAAP can be found in the Appendix to this presentation. 2. Includes $300M in post-tax impairments on goodwill and definite-lived intangible assets related to the PBM and Specialty. The after-tax EPS impact of these charges was ($4.03).

 

I PBM Specialty Revenue: $1.28 Net Sales/Rx: $5,184 Revenue: $0.28 Rx volume*: 1,936,000 Gross margin: 5.7% Gross profit/Rx: $294 Gross margin: 14.3% Gross profit/Rx: $13 Rxvolume: 229,000 • Adjusted to 30-day equivalent, where a 90-day prescription is counted as three 30-day prescriptions filled. 10 D I P L OMAr A 4Q 2018 Segment Details

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Full-Year 2018 Financial Results Summary 11 Revenue: $4.5B Adjusted EBITDA1: $102M GAAP Net Income :$15.5M GAAP EPS: $0.23 Cash Flow from Operations: $135M Year-End Net Debt: $666M Revenue: $5.5B Adjusted EBITDA1: $168M GAAP Net loss2:($302M) GAAP EPS2: ($4.07) Cash Flow from Operations: $35M Year-End Net Debt:$638M 2017 2018 1.A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat, as prepared in accordance with GAAP can be found in the Appendix to this presentation. 2. Includes $300M in post-tax impairments on goodwill and definite-lived intangible assets related to the PBM and Specialty. The after-tax EPS impact of these charges was ($4.03).

 

I PBM Specialty Revenue: $4.88 Net Sales/Rx: $5,201 Revenue: $0.78 Rx volume*: 8,171,000 Gross margin: 5.9% Gross profit/Rx: $301 Gross margin: 13.1% Gross profit/Rx: $12 Rxvolume: 918,000 *Adjusted to 30-day equivalent, where a 90-day prescription is counted as three 30-day prescriptions filled. 12 D I P L OMAr A Full-Year 2018 Segment Details

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Revised 2019 Full-Year Outlook 13 1. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat, as prepared in accordance with GAAP can be found in the Appendix to this presentation. $4.4B–$4.6B $300M–$400M $4.7B–$5.0B Specialty Revenue PBM Revenue Total Revenue Total Adjusted EBITDA1 $110M–$116M ($37M)–($26M) ($0.50)–($0.34) GAAP Net Income GAAP EPS

 

Headwinds Payer Reimbursement Pressure Tailwinds New Specialty & PBM Awards Narrowing of Specialty Pharmacy Networks Data & Analytics Monetization Specialty Pharmacy Member Channel Management Uptake of New and Existing Generics and Biosimilars New Indications for Existing Products PBM Contract Losses New Branded Product Launches PBM Contract Renewal Repricing Access to Limited-Distribution Drugs Moderating Brand Inflation Operating efficiency initiatives, including enterprise-wide reorganization savings Near-Term Cost of Growth Investments

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[LOGO]

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I Attributable For the three months ended December 31, For the year ended December 31, 2018 2017 2018 2017 (dollars in thousands) (unaudited) Net (loss) income attributable to Diplomat Pharmacy, Inc. Depreciation and amortization Interest expense Income tax (benefit) expense EBITDA $ (298,025) 24,565 10,652 (5,789) $ $ (302,269) 97,112 41,650 (5,039) $ 6,536 17,753 4,682 (8,227) 15,510 66,566 10,716 (7,126) $ $ $ $ (268,597) 20,744 (168,546) 85,666 Contingent consideration and other merger and acquisition expense Share-based compensation expense Employer payroll taxes - option repurchases and exercises Restructuring and impairment charges Severance and related fees Other items Adjusted EBITDA $ $ $ $ 3,322 1,794 13 6,836 18,172 193 307,973 3,086 45 7,455 7,281 231 1'136 2,401 1 307,644 357 528 648 72 1,428 (301) $ 43,470 $ 26,593 $ 167,759 $ 101,760 16 0 1 Reconciliation of Net (Loss) Income to Diplomat to Adjusted EBITDA MArA P L 0

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 2019 Full-Year Guidance: GAAP to Non-GAAP Reconciliation 1. Assumes a tax rate of (21) and (18) percent, for the low- and high-end, respectively. 17 DIPLOMAT'" I Reconciliation of GAAP to Adjusted EBITDA (dolliars in thousands) (unaudited) Range Net (loss) income attributabr.e to Dipr.omat Pharm acy, line. Depreciation and amortization Interest expense Income tax (benefit) expense1 EBIITDA Contingent consider ation and other merger and acquisition expense Share-based compensation expense Empi:Oyer payrol taxes - option repurchases and exercises Restructuring and impairment char,ges Sever ance and rellated fees Other items Adjusted EB ITO A Low $ (37,289) 80,000 43,000 (9,911) $ 75,800 $ 2,000 27,000 200 1,000 3,500 500 $ 110,000 High $ (25,503) 78,000 40,000 (5,597) $ 86,900 $ 1,000 25,000 100 500 2,000 500 $ 116,000

 

I Full Year 2018 Supplemental Information1 (dollars in millions) (unaudited) For the Twelve Months Ended December 31, 2018 $ $ Amortiza tion of acquisition-related intangible assets, including capitalized software Contingent consideration and other merger and acquisition expense 77.7 6.8 1. The statutory tax rote for these items is or is expected to be 27%, which approximates our incrementalfederal and state tax rates on those items. Actual rate could differ materially. 18 D I P L OMAr A Supplementallnformation

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Exhibit 99.3

 

 

FOR IMMEDIATE RELEASE:

CONTACT:

Mar. 15, 2019

Terri Anne Powers, Vice President of Investor Relations

 

312.889.5244 | tpowers@diplomat.is

 

Diplomat Appoints Daniel Davison as Chief Financial Officer

 

The company’s board of directors has appointed Dan Davison as chief financial officer and treasurer effective April 8, succeeding Atul Kavthekar .

 

FLINT, Mich. — March 15, 2019 — Diplomat Pharmacy, Inc. (NYSE: DPLO), announced today that the company’s board of directors has appointed Dan Davison as chief financial officer and treasurer effective April 8, succeeding Atul Kavthekar.

 

Mr. Davison will report to Brian Griffin, Diplomat’s chairman and CEO, and will lead the company’s finance function, which is expected to be streamlined under Davison’s direction. Mr. Kavthekar will remain with the company through a brief period to ensure a smooth transition of responsibilities.

 

“I want to thank Atul for his many contributions to Diplomat and wish him all the best in his future endeavors,” said Griffin. “Today’s announcement is part of a natural progression of our business. It represents another step forward in positioning Diplomat to execute on our health plan and hospital systems payer sales strategy and drive future revenue growth and profitability. Dan’s extensive finance experience, deep knowledge of our industry and strong operating experience in the PBM space make him the ideal person to lead our finance organization in this rapidly evolving healthcare environment.”

 

Davison is a PBM and specialty pharmacy industry expert with deep expertise in pricing and business strategy; trade analytics; business development; financial planning and analysis; accounting and financial reporting; and risk management. Most recently, he served as senior vice president of PBM Finance of CVS Health where he ran the finance, planning and accounting functions for the more than $130 billion revenue CVS Pharmacy Services Segment, including the CVS/Caremark and CVS/Specialty groups. Before CVS, Davison held leadership roles at Medco Health Solutions, including senior vice president of financial and strategic planning and chief financial officer of the health plan division.

 

“Diplomat’s unique position as an independent specialty pharmacy services provider, its high-touch patient care model and its ability to drive better health outcomes create a platform for long-term growth,” said Davison. “I am excited to work closely with Brian and the rest of the leadership team to accelerate growth in Diplomat’s specialty pharmacy and PBM businesses,

 


 

implement operating efficiency initiatives and create lasting value for physicians, pharma, payers, patients, and our shareholders.”

 

Davison holds a master’s of business administration degree in finance from the New York University Leonard N. Stern School of Business. He earned bachelor’s degrees in accounting and economics from Iowa State University.

 

To learn more about Diplomat, visit diplomat.is.

 

Forward-Looking Statements

 

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance and include Diplomat’s expectations regarding the new chief financial officer appointment and related transition, the expected benefits and performance of business and growth strategies and impact of operational improvement initiatives. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. These statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: our ability to adapt to changes or trends within the specialty pharmacy industry; the dependence on key employees and effective succession planning and managing recent turnover among key employees; potential disruption to our workforce and operations due to cost savings and restructuring initiatives; disruption in our operations as we implement a new operating system within our Specialty segment; managing our growth effectively; and the additional factors set forth in “Risk Factors” in Diplomat’s most recent Annual Report on Form 10-K and in subsequent reports filed with or furnished to the Securities and Exchange Commission.  Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments, or otherwise.

 

About Diplomat

 

Diplomat (NYSE: DPLO) is the nation’s largest independent provider of specialty pharmacy and infusion services. Diplomat helps people with complex and chronic health conditions in all 50 states, partnering with payers, providers, hospitals, manufacturers, and more. Rooted in this patient care expertise, Diplomat also serves payers through CastiaRx, a leading specialty benefit manager, and offers tailored solutions for healthcare innovators through EnvoyHealth. Diplomat opened its doors in 1975 as a neighborhood pharmacy with one essential tenet: “Take good care of patients and the rest falls into place.” Today, that tradition continues — always focused on improving patient care. For more information, visit diplomat.is.

 

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