Diplomat Pharmacy, Inc. (Form: 8-K, Received: 08/09/2019 07:55:30)

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): August 6, 2019

Diplomat Pharmacy, Inc.

(Exact Name of Registrant as Specified in its Charter)

Michigan	001-36677	38-2063100
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		DPLO		New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

The Information set forth under Item 2.03 of this Report is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2019, Diplomat Pharmacy, Inc. (the “Company”) publicly announced its financial results for the second quarter ended June 30, 2019 and r evised its guidance for 2019. A copy of the Company’s news release and a related supplemental slide presentation for the quarter 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 19, 2019, the Company agreed to Amendment No. 1 (“Amendment No. 1”) to its Credit Agreement, dated as of December 20, 2017, with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, and the other lenders party thereto (the “Credit Agreement”) which became effective as of August 6, 2019 (the “Effective Date”). On the Effective Date, the Company permanently reduced the commitments for revolving loans thereunder to $200,000,000, a reduction in the aggregate of $50,000,000. As of June 30, 2019, the Company had $125,000,000 outstanding on its revolving line of credit.

Pursuant to Amendment No. 1, with respect to the revolving loans and term loan A, financial performance covenants have been revised to impose (i) a cap on Total Net Leverage Ratio (as defined in the Credit Agreement) set at 6.00 to 1.0 as of September 30, 2019, stepping up to 6.75 to 1.0 as of December 31, 2019 through March 31, 2020, with subsequent step downs thereafter, and (ii) a minimum Interest Coverage Ratio (as defined in the Credit Agreement) set at 2.50 to 1.0 as of September 30, 2019, stepping down to 2.25 to 1.0 as of December 31, 2019 through March 31, 2020, and stepping up to 3.00 to 1.0 as of March 31, 2021 and thereafter (collectively, the “Financial Covenant Amendments”). If a Covenant Trigger Event (as defined below) occurs, the Total Net Leverage Ratio covenant level shall be reduced by 3.00 to 1.00 and the Interest Coverage Ratio level will be increased by 3.00 to 1.00.

The “Covenant Trigger Events” limit investments in or loans to non-guarantor parties, the incurrence of certain indebtedness, the creation of unrestricted subsidiaries and the making of certain distributions or prepayment of indebtedness (not including indebtedness under the Credit Agreement) and requires the delivery of quarterly projected financial statements (for distribution to the revolving lenders and term A lenders). A Covenant Trigger Event would also occur if the net cash proceeds realized from certain assets dispositions are not utilized to prepay term loans A and B in accordance with the Credit Facility.

All other terms of the Credit Agreement remain unchanged.

In consideration for approving Amendment No. 1, JPMorgan Chase Bank, N.A. and consenting lenders will receive a one-time consent fee of 25 basis points and 50 basis points, respectively (calculated after giving effect to the reduction in the revolving facility), totaling approximately $2,300,000 in the aggregate.

The foregoing summary is qualified in its entirety by reference to Amendment No. 1 attached hereto as Exhibit 10.1, incorporated herein by reference.

Item 8.01 Other Events.

On August 9, 2019, the Company issued a news release announcing that, at the direction of its Board of Directors, it is reviewing strategic alternatives. A copy of the new release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description

10.1		Amendment No. 1 to Credit Agreement, dated July 19, 2019, by and among the Company, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, effective August 6, 2019.

99.1		Company news release dated August 9, 2019, concerning financial results.

99.2		Supplemental slide presentation for the quarter ended June 30, 2019.

99.3		Company news release dated August 9, 2019, concerning review of strategic alternatives.

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: August 9, 2019

Exhibit 10.1

Execution Version

First Amendment to Credit Agreement

This First Amendment dated as of July 19, 2019 (this “ Amendment ”), is among DIPLOMAT PHARMACY, INC., JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Majority in Interest of the Revolving Lenders and Term A Lenders, and amends that certain Credit Agreement, dated as of December 20, 2017, (as amended, supplemented or otherwise modified up to the date hereof, the “ Existing Credit Agreement ”, as amended by this Amendment and as further amended, restated, modified or supplemented from time to time, the “ Credit Agreement ”). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Existing Credit Agreement.

ARTICLE I. Amendment to the Existing Credit Agreement . Upon the satisfaction of the conditions set forth in ARTICLE III and ARTICLE IV below, the Existing Credit Agreement is hereby amended as follows:

a) Section 6.12(a) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“The Company will not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter of the Company ending after the Closing Date to exceed 5.75 to 1.00, (a) provided such ratio shall step up to (i) 6.00 to 1.00 on and after September 30, 2019 and (ii) 6.75 to 1.00 on and after December 31, 2019, and (b) such ratio shall step down to (i) 6.50 to 1.00 on and after June 30, 2020, (ii) 6.25 to 1.00 on and after September 30, 2020, (iii) 6.00 to 1.00 on and after December 31, 2020 and (iv) 4.00 to 1.00 on and after March 31, 2021. If a Covenant Trigger Event occurs prior to March 31, 2021, the covenant levels set forth in the previous sentence shall be reduced by 3.00 to 1.00 and (i) compliance with this Section 6.12(a) shall then be tested on the date on which such Covenant Trigger Event occurs, based on the financial statements most recently delivered pursuant to Section 5.01(a) or (b) and the covenant level (reduced by 3.00 to 1.00) applicable to such completed fiscal quarter and calculated on a Pro Forma Basis, and on the last day of each fiscal quarter of the Company ended thereafter, and (ii) the Borrower shall promptly cause a Compliance Certificate to be delivered to the Administrative Agent setting forth the calculation of the financial covenant set forth in this Section 6.12(a).”

b) Section 6.12(b) of the Existing Credit Agreement shall is hereby amended and restated in its entirety as follows:

“The Company will not permit the Interest Coverage Ratio as of the last day of any fiscal quarter of the Company ending after the Closing Date to be less than 2.75 to 1.00, (a) provided such ratio shall step down to (i) 2.50 to 1.00 on and after September 30, 2019 and (ii) 2.25 to 1.00 on and after December 31, 2019 and (b) such ratio shall step up to (i) 2.375 to 1.00 on and after June 30, 2020 and (ii) 3.00 to 1.00 on and after March 31, 2021. If a Covenant Trigger Event occurs prior to March 31, 2021, the covenant levels set forth in the previous sentence shall be increased by 3.00 to 1.00 and (i) compliance with this Section 6.12(b) shall then be tested on the date on which such Covenant Trigger Event occurs, based on the financial statements most recently delivered pursuant to Section 5.01(a) or (b) and the covenant level (increased by 3.00 to 1.00) applicable to such completed fiscal quarter and calculated on a Pro Forma Basis, and on the last day of each fiscal quarter of the Company ended thereafter, and (ii) the Borrower shall promptly cause a Compliance Certificate to be delivered to the Administrative Agent setting forth the calculation of the financial covenant set forth in this Section 6.12(b).”

c) New definitions are hereby incorporated to the Defined Terms in Section 1.01 of the Existing Credit Agreement in alphabetical order as follows:

““ First Amendment ” means, that certain First Amendment to this Agreement dated as of July 19, 2019.”

““ Covenant Trigger Event ” has the meaning assigned to such term in Exhibit A to the First Amendment.”

d) Clause (a)(ix)(a) of the definition of “Consolidated EBITDA” is hereby amended by adding “, and, solely for purposes of calculating compliance with the Financial Covenants, the First Amendment” immediately after “Dispositions” therein.

e) The reference to “Pro Forma Compliance with the Financial Covenants” in Section 5.17 shall be deemed to be such Financial Covenants prior to giving effect to this Amendment.

ARTICLE II. Representations . The Company makes the representations and warranties in Article III of the Credit Agreement and confirms that such representations and warranties are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. Additionally, the Company represents and warrants that immediately before and after giving effect to this Amendment on the date hereof, no Default or Event of Default has occurred and is continuing.

ARTICLE III. Condition to Effectiveness . This Amendment (other than the amendments to be effectuated pursuant to Article I of this Amendment) shall become effective on the first date on which the following condition is satisfied (the date on which such condition is satisfied, the “ Effective Date ”):

a) the Administrative Agent shall have received counterparts of this Amendment from the Company, the Administrative Agent and a Majority in Interest of the Revolving Lenders and Term A Lenders.

ARTICLE IV. Conditions to Effectiveness of Article I. Article I of this Amendment shall become effective on the first date on which the following conditions are satisfied (the date on which such conditions are satisfied, the “ Article I Effective Date ”):

a) the Company shall have paid to the Administrative Agent, for the account of each Lender party to this Amendment that has provided its signature to the Administrative Agent by 5:00 p.m. New York City time on July 19, 2019, a consent fee equal to 0.50% of such Lender’s outstanding, without duplication, Loans and Commitments on the Effective Date (but, solely for such purposes, calculated after giving effect to the Revolving Commitment Reduction pursuant to Article IV(b) as if that occurred on the Effective Date;

b) the Company shall have voluntarily permanently reduced the Revolving Commitments pursuant to Section 2.08 of the Credit Agreement by an amount equal to or greater than $50,000,000 (the “ Revolving Commitment Reduction ”); and

c) the Administrative Agent shall have received all separately agreed fees owing by the Company on the Article I Effective Date and expenses, in each case invoiced and, in the case of expenses, required to be reimbursed to the Administrative Agent by the Company on the Article I Effective Date under the Existing Credit Agreement (including the reasonable and out of pocket fees, charges and disbursements of counsel for the Administrative Agent).

ARTICLE V. Miscellaneous .

5.1 On and after the date hereof, references in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended, restated, modified or supplemented from time to time. This Amendment shall constitute a Loan Document. This Amendment does not constitute a novation of any Obligations.

5.2 Except as expressly amended hereby, the Company agrees that the Credit Agreement and the other Loan Documents are ratified and confirmed and shall remain in full force and effect in accordance with their terms and that it is not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Nothing herein shall be deemed to entitle the Company to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

5.3 This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic mail message shall be effective as delivery of a manually executed counterpart of this Amendment.

5.4 This Amendment shall be construed in accordance with and governed by the law of the State of New York.

5.5 Any provision in this Amendment that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Amendment are declared to be severable.

[Remainder of page intentionally blank]

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

DIPLOMAT PHARMACY, INC.


by	/s/ Daniel Davison
	Name:	Daniel Davison
	Title:	CFO

DPLO Amendment

	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender


	By:	/s/ Paul E. Flynn
	Name:	Paul E. Flynn
	Title:	Authorized Officer

DPLO Amendment

	Capital One, National Association, as a Lender


	By:	/s/ Karen M. Dahlquist
	Name:	Karen M. Dahlquist
	Title:	Senior Vice President

DPLO Amendment

	Citizens Bank, N.A., as a Lender


	By:	/s/ Michael D. Monte
	Name:	Michael D. Monte
	Title:	Managing Director

DPLO Amendment

	FIFTH THIRD BANK, as a Lender


	By:	/s/ Nathaniel E. Sher
		Nathaniel E. Sher
		Senior Vice President

Classification: Internal Use

DPLO Amendment

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender


	By:	/s/ John D. Toronto
	Name:	JOHN D. TORONTO
	Title:	AUTHORIZED SIGNATORY


	By:	/s/ Lingzi Huang
	Name:	Lingzi Huang
	Title:	Authorized Signatory

DPLO Amendment

	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender


	By:	/s/ Yumi Okabe
	Name:	Yumi Okabe
	Title:	Vice President


	By:	/s/ Marguerite Sutton
	Name:	Marguerite Sutton
	Title:	Vice President

DPLO Amendment

	Huntington National Bank, as a Lender


	By:	/s/ Cheryl B. Holm
	Name:	Cheryl B. Holm
	Title:	Sr. Vice President

DPLO Amendment

	KeyBank National Association, as a Lender


	By:	/s/ Suzannah Valdivia
	Name:	Suzannah Valdivia
	Title:	Senior Vice President

DPLO Amendment

	Morgan Stanley Senior Funding, Inc., as a Lender


	By:	/s/ Jackson Eng
	Name:	Jackson Eng
	Title:	Vice President

DPLO Amendment

	FLAGSTAR BANK, FSB, as a Lender


	By:	/s/ Elizabeth K. Hausman
	Name:	Elizabeth K. Hausman
	Title:	First Vice President

DPLO Amendment

	Comerica Bank, as a Lender


	By:	/s/ Michael Cliff
	Name:	Michael Cliff
	Title:	Vice President

DPLO Amendment

	Chemical Bank, as a Lender


	By:	/s/ John R. Hruska
	Name:	John R. Hruska
	Title:	Sr. Vice President

DPLO Amendment

EXHIBIT A

Covenant Trigger Events

Any one or more of the following occur (a “ Covenant Trigger Event ”):

1. Any Investment is made in reliance on clauses (i) or (iii) of Section 6.04(w).

2. Any Indebtedness (including any Incremental Facility or Alternative Incremental Facility Indebtedness) is outstanding in reliance on the Base Incremental Amount (other than up to $50 million that may be outstanding in reliance thereof) or the Maximum Incremental Ratio Amount.

3. Any of the Permitted Amount is utilized.

4. Any Restricted Payment is made in reliance on Section 6.08(a)(viii) or any payment is made in reliance on Section 6.08(b)(v).

5. Any Disposition is made in reliance on Section 6.05(l) and 100% of the Net Proceeds thereof are not utilized to prepay Term Loans in a manner described in Section 2.11(c) (for the avoidance of doubt, without any reinvestment thereof) within 5 Business Days following the date such Net Proceeds are received.

6. The Company fails to deliver, within 45 days after the end of each fiscal quarter (including the fourth fiscal quarter) of the Company, to the Revolving Lenders and Term A Lenders (which delivery shall occur by the Company providing such materials to the Administrative Agent for distribution to the Revolving Lenders and Term A Lenders) a projected balance sheet and projected statements of operations, shareholders’ equity and cash flows for each of the subsequent four fiscal quarters ending immediately after such fiscal quarter.

Exhibit 99.1

Diplomat Announces 2 nd Quarter Financial Results

Updates 2019 Guidance

2nd Quarter Revenue of $1,288 Million, compared to $1,416 Million, Net Loss of $159.5 Million, compared to a Net Loss of $4.0 Million, Adjusted EBITDA of $19.3 Million, compared to $42.7 Million

FLINT, Mich., August 9, 2019 — Diplomat Pharmacy, Inc. (NYSE: DPLO), the nation’s largest independent provider of specialty pharmacy and infusion services, announced financial results for the quarter ended June 30, 2019. All comparisons, unless otherwise noted, are to the quarter ended June 30, 2018.

Second Quarter 2019 Highlights include:

· Revenue of $1,288 million, compared to $1,416 million

· Specialty segment revenue of $1,216 million, compared to $1,234 million

· PBM segment revenue of $90 million, compared to $189 million

· Specialty segment total prescriptions dispensed of 235,000, compared to 236,000

· PBM segment total volume, adjusted to 30-day equivalent, of 942,000, compared to 2,123,000

· Gross margin of 5.6% versus 6.9%

· Specialty segment gross margin of 5.2% versus 5.9%

· PBM segment gross margin of 10.7% versus 13.7%

· EPS of $(2.13) per basic/diluted common share versus $(0.05) per basic/diluted common share

· Adjusted EBITDA of $19.3 million, compared to $42.7 million

· Adjusted EBITDA margin of 1.5% versus 3.0%

· Net cash provided by operating activities was $43.1 million, compared to $18.1 million

· Net debt(1) decreased to $584.8 million, from $622.5 million at March 31, 2019.

Brian Griffin, Chairman and CEO of Diplomat, commented “We continue to believe in our business model and long-term prospects and we remain encouraged by our pipeline for 2020, despite our reduced guidance for 2019. We are pleased that infusion therapies continue to demonstrate strength and we are taking actions to improve our core specialty pharmacy business, rebuild our PBM and enhance our financial flexibility. At the same time, our Board has concluded that a broad review of strategic alternatives is in the best interests of the Company and our shareholders. While this is taking place, we intend to maintain our focus on executing our strategic plan, improving our businesses and supporting our shareholders, patients and their providers, payers, as well as our manufacturer partners and our employees.”

(1) Net debt is defined as total debt including contingent consideration less cash and equivalents.

Second Quarter Financial Summary:

Revenue for the second quarter of 2019 was $1,288 million, compared to $1,416 million in the second quarter of 2018, a decrease of $128 million or 9%. Our Specialty segment revenue amounted to $1,216 million, compared to $1,234 million in the prior year quarter, while revenue from our PBM segment amounted to $90 million, compared to $189 million in the prior year quarter. The decrease in our Specialty segment was primarily driven by payor reimbursement compression and the conversion of brand name drugs to their generic equivalent. The decrease was partially offset by the benefit of manufacturer price increases and growth in infusion therapies. The decrease in our PBM segment was due to previously disclosed contract losses.

Gross profit in the second quarter of 2019 was $72.7 million and generated a 5.6% gross margin, compared to $98.4 million gross profit and a 6.9% gross margin in the second quarter of 2018. Gross profit from our Specialty segment was $63.0 million and generated a 5.2% gross margin, compared to $72.5 million and a 5.9% gross margin in the prior period. The gross margin decrease in our Specialty segment was primarily driven by payor reimbursement compression. Gross profit from our PBM segment was $9.7 million and generated a 10.7% gross margin, compared to $25.9 million and a 13.7% gross margin in the prior period. The gross margin decrease in our PBM segment was primarily driven by a $2.5 million non-recurring client rebate payment.

Selling, general and administrative expenses for the second quarter of 2019 were $80.8 million, a decrease of $9.8 million, compared to $90.6 million in the second quarter of 2018. This decrease was primarily driven by a $4.2 million decrease in amortization expense, largely due to the impairment of our PBM segment in the fourth quarter of 2018, a $3.0 million decrease in merger and acquisition related expenses, and a $2.7 million decrease in share-based compensation expense primarily due to the recognition of our CEO share based RSU grant in the prior year period. We also reduced our consulting and recruiting expenses. These reductions were partially offset by an increase in severance, insurance, and facility expenses.

Net loss for the second quarter of 2019 was $(159.5) million compared to $(4.0) million in the second quarter of 2018. This decrease was primarily driven by an $85 million non-cash impairment charge related to goodwill and definite-lived intangible assets associated with our Specialty segment, as well as a $56 million non-cash impairment charge related to goodwill and definite-lived intangible assets associated with our PBM segment both due to a reduced forecast. The forecast reduction in Diplomat Specialty Pharmacy (“DSP”), a reporting unit within our Specialty segment, is due to less favorable drug mix, continued reimbursement pressure, slower than anticipated volume growth from our payor team investment, and a delay in implementing our new operating system which is also delaying the anticipated efficiencies. The PBM segment forecast reduction is due to lower earned rebates due to drug mix, slightly lower rebate retention, and a more conservative outlook for growth. Adjusted EBITDA for the second quarter of 2019 was $19.3 million compared to $42.7 million in the second quarter of 2018, a decrease of $23.4 million.

Loss per share for the second quarter of 2019 was $(2.13) per basic/diluted common share, compared to $(0.05) per basic/diluted common share for the second quarter of 2018.

2019 Financial Outlook

For the full-year 2019, we are updating our previous financial guidance:

· Revenue between $4.7 and $5.0 billion

· Specialty segment revenue between $4.4 and $4.6 billion

· PBM segment revenue between $0.325 and $0.375 billion

· Net loss between $(201) and $(191) million, versus the previous range of $(49) and $(33) million

· Adjusted EBITDA between $87 and $93 million, versus the previous range of $110 and $116 million

· Diluted EPS between $(2.69) and $(2.55), versus the previous range of $(0.65) and $(0.44)

Our income tax expectation for the year is an expense range of $1.5 to $2.0 million, primarily related to state taxes. A federal tax benefit will not be recorded for our 2019 losses as we are required to record a valuation allowance against any such benefit due to being in a cumulative loss position. Our EPS expectations for 2019 assume approximately 74,750,000 weighted average common shares outstanding on a diluted basis, versus the prior expectation of approximately 75,300,000, which could differ materially.

We have recently agreed with our lenders to amend certain financial performance covenants applicable to our credit facility. Amended terms became effective August 6, 2019 and amend the Total Net Leverage Ratio and Interest Coverage Ratio for the periods from the third quarter of 2019 through the fourth quarter of 2020, which is expected to provide the Company financial flexibility. As of March 31, 2021, the covenants revert back to the levels indicated in the original credit facility. Additional details are available in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 2019.

Earnings Conference Call Information

As previously announced, the Company will hold a conference call to discuss its second quarter performance this morning, August 9, 2019, at 8:30 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 7394702 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 90 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 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). 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 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, Adjusted EBITDA, EPS, the strategic alternatives review process and potential transactions that may be identified and explored as a result of such review process, market share, new business and contract wins, the expected benefits and performance of business and growth strategies, 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; significant and increasing pricing pressure from third party payors, resulting in continuing margin compression and adversely impacting contract profitability and creating the potential that we will elect not to continue to participate in certain pharmacy provider networks; 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; the ability to identify and consummate strategic alternatives that yield additional value for shareholders; the timing, benefits and outcome of the Company’s strategic alternatives review process, including the determination of whether or not to pursue or consummate any strategic alternative; the structure, terms and specific risks and uncertainties associated with any potential strategic transaction; potential disruptions in our business and the stock price as a result of our exploration, review and pursuit of strategic alternatives or the public announcement thereof and any decision or transaction resulting from such review, including potential disruptions with respect to our employees, vendors, clients and customers; 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; risks and uncertainties from fluctuations in pharmaceutical prices; our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; increasing consolidation in the healthcare industry; 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; 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; maintaining compliance with our amended credit facility covenants; increased financing and other costs; our inability to remediate present material weaknesses, and to identify and remediate future material weaknesses, in our disclosure controls and procedures and 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 (loss) income and EPS, and the underlying reasons for such impairment; investments in new business strategies and initiatives, including with respect to data and analytics capabilities, could disrupt our ongoing business and present risks not originally contemplated; tax matters and imposition of new taxes; 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.

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

	June 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and equivalents	$	5,771		$	9,485
Receivables, net	329,595			326,602
Inventories	179,083			210,573
Prepaid expenses and other current assets	27,007			9,596
Total current assets	541,456			556,256

Property and equipment	54,246			55,929
Accumulated depreciation	(24,682		)	(21,404		)
Property and equipment, net	29,564			34,525
Capitalized software for internal use, net	28,354			30,506
Operating lease right-of-use assets	26,329			—
Goodwill	486,563			609,592
Definite-lived intangible assets, net	195,273			240,810
Assets held for sale	3,450			—
Other noncurrent assets	4,121			4,670
Total assets	$	1,315,110		$	1,476,359

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	326,544		$	308,084
Rebates payable to PBM customers	20,964			23,264
Borrowings on revolving line of credit	125,000			176,300
Current portion of long-term debt	11,500			11,500
Current portion of operating lease liabilities	4,255			—
Accrued expenses:
Compensation and benefits	11,184			13,348
Contingent consideration	6,838			5,075
Other	39,012			21,014
Total current liabilities	545,297			558,585

Long-term debt, less current portion	434,005			438,369
Noncurrent operating lease liabilities	23,017			—
Deferred income taxes	3,553			2,781
Contingent consideration	—			1,820
Derivative liability	9,777			4,292
Deferred gain	—			5,175
Other	—			253
Total liabilities	1,015,649			1,011,275
Shareholders’ equity:
Preferred stock (10,000,000 shares authorized; none issued and outstanding)	—			—
Common stock (no par value, 590,000,000 shares authorized; 74,993,966 and 74,474,677 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively)	636,331			629,411
Additional paid-in capital	51,597			50,544
Accumulated deficit	(378,690		)	(210,579		)
Accumulated other comprehensive loss	(9,777		)	(4,292		)
Total shareholders’ equity	299,461			465,084
Total liabilities and shareholders’ equity	$	1,315,110		$	1,476,359

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018

Net sales	$	1,287,624		$	1,416,078		$	2,544,432		$	2,758,562
Cost of sales	(1,214,897		)	(1,317,662		)	(2,392,485		)	(2,569,768		)
Gross profit	72,727			98,416			151,947			188,794
Selling, general and administrative expenses	(80,816		)	(90,642		)	(163,684		)	(172,329		)
Goodwill impairments	(122,891		)	—			(122,891		)	—
Impairments of definite-lived intangible assets	(17,979		)	—			(17,979		)	—
(Loss) income from operations	(148,959		)	7,774			(152,607		)	16,465
Other (expense) income:
Interest expense	(10,170		)	(10,392		)	(20,385		)	(20,819		)
Other	101			394			282			811
Total other expense	(10,069		)	(9,998		)	(20,103		)	(20,008		)
Loss before income taxes	(159,028		)	(2,224		)	(172,710		)	(3,543		)
Income tax expense	(434		)	(1,740		)	(1,053		)	(871		)
Net loss	$	(159,462	)	$	(3,964	)	$	(173,763	)	$	(4,414	)

Loss per common share, basic and diluted	$	(2.13	)	$	(0.05	)	$	(2.33	)	$	(0.06	)

Weighted average common shares outstanding, basic and diluted	74,730,823			74,158,622			74,595,906			74,077,916

DIPLOMAT PHARMACY, INC.

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

(Dollars in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018

Net sales - Specialty	$	1,215,769		$	1,233,746		$	2,384,134		$	2,386,725
Net sales - PBM	90,313			188,747			188,230			380,215
Inter-segment elimination	(18,458		)	(6,415		)	(27,932		)	(8,378		)
Net sales	1,287,624			1,416,078			2,544,432			2,758,562

Cost of sales - Specialty	(1,152,747		)	(1,161,206		)	(2,253,588		)	(2,241,365		)
Cost of sales - PBM	(80,608		)	(162,871		)	(166,829		)	(336,781		)
Inter-segment elimination	18,458			6,415			27,932			8,378
Cost of sales	(1,214,897		)	(1,317,662		)	(2,392,485		)	(2,569,768		)

Gross profit - Specialty	63,022			72,540			130,546			145,360
Gross profit - PBM	9,705			25,876			21,401			43,434
Gross profit	72,727			98,416			151,947			188,794
Selling, general and administrative expenses	(80,816		)	(90,642		)	(163,684		)	(172,329		)
Goodwill impairments	(122,891		)	—			(122,891		)	—
Impairments of definite-lived intangible assets	(17,979		)	—			(17,979		)	—
(Loss) income from operations	(148,959		)	7,774			(152,607		)	16,465
Other (expense) income:
Interest expense	(10,170		)	(10,392		)	(20,385		)	(20,819		)
Other	101			394			282			811
Total other expense	(10,069		)	(9,998		)	(20,103		)	(20,008		)
Loss before income taxes	(159,028		)	(2,224		)	(172,710		)	(3,543		)
Income tax expense	(434		)	(1,740		)	(1,053		)	(871		)
Net loss	$	(159,462	)	$	(3,964	)	$	(173,763	)	$	(4,414	)

Loss per common share, basic and diluted	$	(2.13	)	$	(0.05	)	$	(2.33	)	$	(0.06	)

Weighted average common shares outstanding, basic and diluted	74,730,823			74,158,622			74,595,906			74,077,916

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

	Six Months Ended
	June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(173,763	)	$	(4,414	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	41,459			48,170
Goodwill impairments	122,891			—
Impairments of definite-lived intangible assets	17,979			—
Share-based compensation expense	7,855			10,122
Net provision for doubtful accounts	5,567			3,919
Amortization of debt issuance costs	1,921			2,742
Write-down of assets held for sale	1,654			—
Changes in fair value of contingent consideration	(57		)	2,339
Contingent consideration payments	—			(2,704		)
Deferred income tax expense (benefit)	772			(632		)
Changes in operating assets and liabilities:
Accounts receivable	(8,560		)	(22,732		)
Inventories	31,490			36,407
Accounts payable	18,460			(4,526		)
Rebates payable	(2,300		)	(3,487		)
Other assets and liabilities	1,382			1,448
Net cash provided by operating activities	66,750			66,652
Cash flows from investing activities:
Expenditures for property and equipment	(2,845		)	(5,487		)
Expenditures for capitalized software for internal use	(10,707		)	(5,878		)
Net payments to acquire businesses, net of cash acquired	—			(1,289		)
Other	21			46
Net cash used in investing activities	(13,531		)	(12,608		)
Cash flows from financing activities:
Net payments on revolving line of credit	(51,300		)	(53,150		)
Payments on long-term debt	(5,751		)	(79,750		)
Payments of debt issuance costs	—			(821		)
Proceeds from issuance of stock upon stock option exercises	118			3,351
Contingent consideration payment	—			(565		)
Net cash used in financing activities	(56,933		)	(130,935		)
Net decrease in cash and equivalents	(3,714		)	(76,891		)
Cash and equivalents at beginning of period	9,485			84,251
Cash and equivalents at end of period	$	5,771		$	7,360
Supplemental disclosures of cash flow information:
Cash paid for interest	$	18,464		$	18,589
Cash (refunded) paid for income taxes	$	(713	)	$	1,741

Adjusted EBITDA

The table below presents a reconciliation of net loss to Adjusted EBITDA for the periods indicated.

	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019			2018
	(dollars in thousands) (unaudited)
Net loss	$	(159,462	)	$	(3,964	)	$	(173,763	)	$	(4,414	)
Depreciation	1,641			1,590			3,325			3,116
Amortization	18,423			22,629			38,133			45,054
Interest expense	10,170			10,392			$	20,385		20,819
Income tax expense	434			1,740			$	1,053		871
EBITDA	$	(128,794	)	$	32,387		$	(110,867	)	$	65,446

Contingent consideration and other merger and acquisition expense	$	82		$	3,122		$	387		$	5,123
Share-based compensation expense	4,283			6,961			$	7,855		10,122
Employer payroll taxes - option repurchases and exercises	14			63			$	73		141
Restructuring and impairment charges	141,891			—			$	142,524		—
Severance and related fees	1,809			611			$	2,421		1,950
Other items	(7		)	(440		)	$	(7	)	(440		)
Adjusted EBITDA	$	19,278		$	42,704		$	42,386		$	82,342

2019 Full Year Guidance: GAAP to Non-GAAP Reconciliation

The table below presents a reconciliation of estimated net loss to Adjusted EBITDA for the year ending December 31, 2019.

Reconciliation of GAAP to Adjusted EBITDA

(dollars in thousands) (unaudited)

	Range
	Low			High
Net loss attributable to Diplomat Pharmacy, Inc.	$	(201,167	)	$	(190,617	)
Depreciation and amortization	75,500			74,500
Interest expense (1)	42,000			41,000
Income tax expense	2,000			1,500
EBITDA	$	(81,667	)	$	(73,617	)

Contingent consideration and other merger and acquisition expense	$	2,000		$	1,500
Share-based compensation expense	19,500			18,500
Employer payroll taxes - option repurchases and exercises	150			100
Restructuring and impairment charges	142,524			142,524
Severance and related fees	4,500			4,000
Other items	(7		)	(7		)
Adjusted EBITDA	$	87,000		$	93,000

(1) Cash interest is expected to be $37 to $36 million between the low- and high- range respectively.

Exhibit 99.2

Exhibit 99.2 Jacque, Diplomat Patient Second Quarter 2019 Operating Results August 9, 2019 Copyright © 2019 by Diplomat Pharmacy Inc. Diplomat is a registered trademark of Diplomat Pharmacy Inc. All rights reserved.

NON-GAAP INFORMATION We define Adjusted EBITDA as net income (loss) 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 in the reconciliation to net income (loss) that can be found in the Appendix to this presentation). 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 CONTINUED The forward-looking statements contained in this presentation are based on management’s good-faith belief and reasonable judgment based on current information. These statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. 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; significant and increasing pricing pressure from third party payors, resulting in continuing margin compression and adversely impacting contract profitability and creating the potential that we will elect not to continue to participate in certain pharmacy provider networks; 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; the ability to identify and consummate strategic alternatives that yield additional value for shareholders; the timing, benefits and outcome of the Company’s strategic alternatives review process, including the determination of whether or not to pursue or consummate any strategic alternative; the structure, terms and specific risks and uncertainties associated with any potential strategic transaction; potential disruptions in our business and the stock price as a result of our exploration, review and pursuit of strategic alternatives or the public announcement thereof and any decision or transaction resulting from such review, including potential disruptions with respect to our employees, vendors, clients and customers; 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; risks and uncertainties from fluctuations in pharmaceutical prices; our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; increasing consolidation in the healthcare industry; 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; 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; maintaining compliance with our amended credit facility covenants; increased financing and other costs; our inability to remediate present material weaknesses, and to identify and remediate future material weaknesses, in our disclosure controls and procedures and 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 (loss) income and EPS, and the underlying reasons for such impairment; investments in new business strategies and initiatives, including with respect to data and analytics capabilities, could disrupt our ongoing business and present risks not originally contemplated; tax matters and imposition of new taxes; 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) 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. FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and may include Diplomat’s expectations regarding revenues, net (loss) income, Adjusted EBITDA, EPS, the strategic alternatives review process and potential transactions that may be identified and explored as a result of such review process, market share, new business and contract wins, the expected benefits and performance of business and growth strategies, impact of operational improvement initiatives and results of operational and capital expenditures 2 Disclaimers

$1.3B (-9%) Revenue $19M (-55%) Adjusted EBITDA1 • • • • • • Strong growth in infusion Impact of generics Payer reimbursement compression Volume deterioration in certain therapy classes Previously announced PBM contract losses & pricing concessions Reimbursement compression Lower earned rebates and retention in PBM Slower ramp of cost-savings • • 1 A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss), as prepared in accordance with GAAP can be found in the Appendix to this presentation. 4 2Q 2019 Highlights

JACQUE DIPLOMAT PATIENT Infrastructure Employees Specialty Pharmacy Solutions Manufacturer Services Infusion Innovation 5 PBM Putting Patients First

2Q18 2Q19 Revenue: $1.4B Revenue: $1.3B Adjusted EBITDA1: $43M Adjusted EBITDA1: $19M GAAP Net Loss: ($4.0M) GAAP Net Loss2: ($159M) GAAP EPS2: ($2.13) GAAP EPS: ($0.05) 1. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss), as prepared in accordance with GAAP can be found in the Appendix to this presentation. 2.Includes $85M in impairments of goodwill and definite-lived intangible assets related to Specialty and $56M in impairments of goodwill and definite-lived intangible assets related to the PBM. 7 2Q 2019 Financial Results Summary

Specialty PBM Revenue: $1.2B Net Sales/Rx: $5,162 Revenue: $90M Rx volume*: 942,000 Gross margin: 5.2% Gross profit/Rx: $264 Gross margin: 10.7% Gross profit/Rx: $10 Rx volume: 235,000 * Adjusted to 30-day equivalent, where a 90-day prescription is counted as three 30-day prescriptions filled. 8 2Q 2019 Segment Details

Maximum Total Net Leverage Ratio2 Amended terms became effective August 6, 2019, supporting financial flexibility. Minimum Interest Coverage Ratio3 Diplomat agreed to permanently reduce its revolving line of credit from $250M to $200M. 1. Please refer to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 2019 for additional detailed information. As of 1Q 2021 the total net leverage ratio steps down to 4.00x, consistent with the original credit agreement. As of 1Q 2021 the interest coverage ratio steps up to 3.00x, consistent with the original credit agreement. 2. 3. 9 OriginalAmended 3Q 2019 2.75x 2.50x 4Q 20193.00 2.25 1Q 2020 3.00 2.25 2Q 2020 3.00 2.375 3Q 2020 3.00 2.375 4Q 2020 3.00 2.375 OriginalAmended 3Q 2019 5.5x 6.0x 4Q 20195.5 6.75 1Q 2020 5.0 6.75 2Q 2020 5.0 6.50 3Q 2020 4.56.25 4Q 2020 4.56.00 Snapshot of Credit Facility Covenant Modifications1

Total Revenue Total Adjusted EBITDA1 $87M–$93M $4.7B–$5.0B Specialty Revenue PBM Revenue GAAP Net Income GAAP EPS ($201M)–($191M) $4.4B–$4.6B $325M–$375M ($2.69)–($2.55) 1. A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss), as prepared in accordance with GAAP can be found in the Appendix to this presentation. 10 Revised 2019 Full-Year Outlook

Headwinds Payer reimbursement pressure Tailwinds New core specialty and infusion contract 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 11 2019 Key Headwinds and Tailwinds

For the three months ended June 30, For the six months ended June 30, 2019 2018 2019 2018 (dollars in thousands) (unaudited) Net loss Depreciation Amortization Interest expense Income tax expense EBITDA $ (159,462) 1,641 18,423 10,170 434 $ (3,964) 1,590 22,629 10,392 1,740 $ (173,763) 3,325 38,133 20,385 1,053 $ (4,414) 3,116 45,054 20,819 871 $ (128,794) $ 32,387 $ (110,867) $ 65,446 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 $ 82 4,283 14 141,891 1,809 (7) $ 3,122 6,961 63 - 611 (440) $ 387 7,855 73 142,524 2,421 (7) $ 5,123 10,122 141 - 1,950 (440) $ 19,278 $ 42,704 $ 42,386 $ 82,342 13 Reconciliation of Net Loss to Adjusted EBITDA

Reconciliation of GAAP to Adjusted EBITDA (dollars in thousands) (unaudited) Range Low High Net loss attributable to Diplomat Pharmacy, Inc. Depreciation and amortization Interest expense 1 Income tax expense EBITDA $ (201,167) 75,500 42,000 2,000 $ (190,617) 74,500 41,000 1,500 $ (81,667) $ (73,617) 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 $ 2,000 19,500 150 142,524 4,500 (7) $ 1,500 18,500 100 142,524 4,000 (7) $ 87,000 $ 93,000 1. Cash interest is expected to be $37 to $36 million between the low-and high-range respectively. 14 Revised 2019 Full-Year Outlook: GAAP to Non-GAAP Reconciliation

As of June 30, 2019 As of December 31, 2018 (dollars in thousands) (unaudited) Borrowings on line of credit Term Loan A Term Loan B Contingent consideration Cash Net Debt1 125,000 138,750 320,000 6,838 (5,771) 176,300 142,500 322,000 6,895 (9,485) 584,817 638,210 1 Net debt is defined as total debt including contingent consideration less cash and equivalents. 15 Supplemental Information: Net Debt1

Exhibit 99.3

FOR IMMEDIATE RELEASE:	CONTACT:
August 9, 2019	Terri Anne Powers, Vice President of Investor Relations
	312.889.5244 \| tpowers@diplomat.is

Diplomat Announces Review of Strategic Alternatives

FLINT, Mich. — August 9, 2019 — Diplomat Pharmacy, Inc. (NYSE: DPLO) today announced that its Board of Directors is reviewing strategic alternatives.

At the direction of its Board of Directors, the company is reviewing strategic alternatives focused on maximizing shareholder value. The strategic alternatives expected to be considered include, but are not limited to, a sale or merger of the Company, continuing to pursue value-enhancing initiatives as a standalone company, capital structure changes, or the sale or other disposition of certain of the Company’s businesses or assets. Diplomat has retained Foros Securities LLC as financial advisor and Sidley Austin LLP as legal advisor to assist with its strategic alternatives review.

“ We are focused on growing our Specialty business with health plans and hospital systems, positioning the PBM business for growth and improving operating efficiency, while maintaining high standards of patient and customer care,” said Brian Griffin, Chairman and CEO of Diplomat. “At the same time, the Board believes that a broad review of strategic alternatives is in the best interests of the Company and our shareholders.”

“Diplomat remains committed to supporting our patients, physicians and manufacturer partners, as well as clients and team members during this process,” Griffin said.

There can be no assurance that this process will result in the approval or completion of any particular strategic alternative or transaction in the future. The Company does not intend to disclose developments or provide updates on the progress or status of the review of strategic alternatives unless and until required or when the Company determines appropriate.

Forward-Looking Statements

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: the ability to identify and consummate strategic alternatives that yield additional value for shareholders; the timing, benefits and outcome of the Company’s strategic alternatives review process , including the determination of whether or not to pursue or consummate any strategic alternative; the structure, terms and specific risks and uncertainties associated with any potential strategic transaction; potential disruptions in our business and the stock price as a result of our exploration, review and pursuit of strategic alternatives or the public announcement thereof and any decision or transaction resulting from such review, including potential disruptions with respect to our employees, vendors, clients and customers; 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 healthcare industry; significant and increasing pricing pressure from third party payors, resulting in continuing margin compression and adversely impacting contract profitability and creating the potential that we will elect not to continue to participate in certain pharmacy provider networks; possibility of client losses and/or the failure to win new 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; our relationships with wholesalers and key pharmaceutical manufacturers; bad publicity about, or market withdrawal of, specialty drugs we dispense; managing our growth effectively; our ability to drive volume through a refreshed marketing strategy in traditional specialty pharmacy; failure to effectively differentiate our products and services in the PBM marketplace; investments in new business strategies and initiatives, including with respect to data and analytics capabilities, could disrupt our ongoing business and present risks not originally contemplated; and the additional factors set forth in “Risk Factors” in Diplomat’s Annual Report on Form 10-K for the year ended December 31, 2018, 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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