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8-K - 8-K - Diplomat Pharmacy, Inc.a16-20967_18k.htm

Exhibit 99.1

 

 

Diplomat Announces 3rd Quarter Financial Results

 

3rd Quarter Revenue Increased 25%

Direct and Indirect Remuneration (“DIR”) Fees Negatively Impact Profit

 

FLINT, Mich., November 2, 2016 /PRNewswire/ — Diplomat Pharmacy, Inc. (NYSE: DPLO), the nation’s largest independent specialty pharmacy, announced financial results for the quarter ended September 30, 2016.  All comparisons, unless otherwise noted, are to the quarter ended September 30, 2015.

 

Third Quarter 2016 Highlights include:

 

·                  Revenue of $1,181 million, an increase of 25% or $234 million

 

·                  12% organic revenue growth

 

·                  Total prescriptions dispensed of 266,000, an increase of 9%

 

·                  Gross margin of 6.6% versus 8.0%

 

·                  Gross profit per prescription dispensed of $289, compared to $301

 

·                  Net income attributable to Diplomat of $5.4 million, a decrease of $10.6 million

 

·                  Adjusted EBITDA of $22.6 million, a decrease of $10.4 million

 

·                  Adjusted EBITDA margin of 1.9% versus 3.5%

 

·                  EPS of $0.08 per diluted common share versus $0.24

 

·                  Adjusted EPS of $0.21 versus $0.27

 

·                  Third quarter revenue and profit measures, compared to the year ago period, were negatively impacted by an incremental $8 million of DIR fees, of which $4 million was retroactive to Q1 and Q2 2016

 

Phil Hagerman, CEO and Chairman of Diplomat, commented “We are disappointed with our third quarter results, which were significantly impacted by the softness in the hepatitis C business nationwide, as well as by DIR fees. The methodology and transparency around how PBMs are applying these DIR fees changed materially in 2016, and while we cannot reverse the impact they had on this quarter, we are working with our partners in the specialty pharmacy industry and with legislators to achieve an amicable solution to this problem.”

 

“Despite the pressure we felt during the third quarter, our largest therapeutic category, oncology, continued to lead our growth. Driven by strong trends such as limited distribution, our oncology business increased 57% year over year, and 36% on an organic basis. We also have confidence in Diplomat’s future prospects as we see continued growth in the robust drug development pipeline, a number of early wins from our strategy of marketing directly to payors and health plans, and our ability to make strategic acquisitions in the core specialty pharmacy industry, as well as in expanding complementary service areas.”

 



 

Third Quarter Financial Summary:

 

Revenue for the third quarter of 2016 was $1,181 million, compared to $947 million in the third quarter of 2015, an increase of $234 million or 25%.  The increase was the result of 12% organic revenue growth driven by approximately $79 million of revenue from drugs that were new in the past year and approximately $65 million from the impact of manufacturer price increases.  Approximately $119 million of the increase was from our TNH Advanced Specialty Pharmacy (“TNH”) acquisition.  The organic growth was partially offset by approximately $8 million in incremental DIR fees and a shift in hepatitis C drug mix from those drugs that existed a year ago to new drugs. DIR fees is a term used by the Centers for Medicare and Medicaid Services (“CMS”) to address price concessions that ultimately impact the prescription drug costs of Medicare Part D plans, but are not captured at the point of sale.  This term is used to capture a number of a different type of fees assessed after adjudication of a claim.

 

Gross profit in the third quarter of 2016 was $78.5 million and generated a 6.6% gross margin, compared to $75.8 million and 8.0% in the third quarter of 2015.  The gross margin decline in the quarter was primarily due to the impact of the incremental DIR fees, the non-repeat of a one-time approximately $3 million pharma incentive that was received in the year ago period, a continued shift in mix towards higher priced but lower percent margin drugs, including the impact of TNH, lower growth and lower margins in our specialty infusion business, and the September 2015 sale of our low profit, but high margin, compounding business.

 

Selling, general, and administrative expenses (“SG&A”) for the third quarter of 2016 were $77.1 million, an increase of $28.3 million, compared to $48.9 million in the third quarter of 2015.  Of this increase, $6.8 million related to employee cost, including employee cost from our acquired entity.  The increased employee expense was primarily attributable to higher prescription dispensed volume, combined with the increased clinical and administrative complexity associated with our mix of both acquired and organic business.  Also contributing to the increase was the non-repeat of a favorable $6.8 million Q3 2015 change in the fair value of contingent consideration associated with our acquisitions during Q3 2015.  We also experienced a $4.8 million impairment expense to fully impair the definite-lived intangible assets associated with Primrose Healthcare, LLC (“Primrose”), a $4.4 million increase in bad debt expense, a $1.9 million increase in amortization expense from definite-lived intangible assets associated with our acquisitions, and increases in other SG&A to support our growth; including software licenses, insurance and other miscellaneous expenses.  As a percentage of revenue, SG&A, excluding change in fair value of contingent consideration and the impairment of Primrose, was 6.1% for the three months ended September 30, 2016 compared to 5.9% in the prior year period.  This increase is primarily attributable to the non-repeat of a $2.9 million bad debt expense credit in the prior year period, partially offset by natural leverage associated with managing high priced drugs.

 

Net income attributable to Diplomat for the third quarter of 2016 was $5.4 million versus $16.0 million in the third quarter of 2015, a decrease of $10.6 million.  The decrease in net income was driven by the revenue, gross profit, and SG&A explanations above, partially offset by a $13.0 million improvement in income taxes.  Adjusted EBITDA for the third quarter of 2016 was $22.6 million versus $33.0 million in the third quarter of 2015, a decrease of $10.4 million.  This decrease resulted from the incremental DIR fees, and the non-repeat of the one-time pharma incentive and the bad debt expense credit both recognized in the year ago period.

 

Earnings per common share for the third quarter of 2016 was $0.08, compared to $0.25 per common share for the third quarter of 2015.  On a diluted basis, earnings per share was $0.08 per common share in the third quarter of 2016, compared to $0.24 per common share in the prior year period.  Diluted non-GAAP adjusted earnings per share (“Adjusted EPS”) was $0.21 in the third quarter of this year compared to $0.27 in the third quarter of 2015.  Compared to the year ago period, our diluted weighted average common shares outstanding in the third quarter of 2016 were approximately 4% higher, impacted by the use of shares as partial consideration for our TNH acquisition,  as consideration for the BioRx LLC earn out, and stock option activity.

 



 

2016 Financial Outlook

 

For the full-year 2016, we are decreasing our previous financial guidance for revenue, adjusted EBITDA, and Adjusted EPS. Our guidance is as follows:

 

·                  Revenue between $4.4 and $4.6 billion, versus the previous range of $4.5 and $4.9 billion

·                  Adjusted EBITDA between $107 and $111 million, versus the previous range of $121 and $129 million

·                  Adjusted EPS between $0.83 and $0.87, versus the previous range of $0.90 to $0.95

 

Our Adjusted EPS expectations assume approximately 68,500,000 weighted average common shares outstanding on a diluted basis for the fourth quarter and a forty percent tax rate for the fourth quarter, which could differ materially.

 

Earnings Conference Call Information

 

As previously announced, the Company will hold a conference call to discuss its Third Quarter 2016 performance this evening, November 2, 2016, at 5:00 p.m. Eastern Time.  Shareholders and interested participants may listen to a live broadcast of the conference call by dialing 877-201-0168 (or 647-788-4901 for international callers) and referencing participant code 95207458 approximately 15 minutes prior to the call.  A live webcast and transcript of the conference call will be available on the investor relations section of the Company’s website for approximately 90 days.

 

Supplemental Investor Information Available

 

The company provides supplemental investor information along with its earnings announcements, which will be available on the investor relations section of the Company’s website for approximately 90 days.  Click here for additional information on the earnings results

 

About Diplomat

 

Diplomat Pharmacy, Inc. (NYSE: DPLO) serves patients and physicians in all 50 states.  Headquartered in Flint, Michigan, the Company focuses on medication management programs for individuals with complex chronic diseases, including oncology, immunology, hepatitis, multiple sclerosis, specialized infusion therapy and many other serious or long-term conditions.  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 and clinical adherence.  For more information, visit www.diplomat.is.

 

Non-GAAP Information

 

Adjusted EPS adds back, net of income taxes, the impact of all merger and acquisition related expenses, including amortization of intangible assets, the change in fair value of contingent consideration, as well as transaction-related costs.  We exclude merger and acquisition-related expenses from Adjusted EPS because we believe the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and such expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired intangible assets or ultimate realization of contingent consideration.  Investors should note that acquisitions, once consummated, contribute to revenue in the periods presented as well as future periods and should also note that amortization and contingent consideration expenses may recur in future periods.  A reconciliation of Adjusted EPS, a non-GAAP measure, to EPS as prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) can be found in the appendix.

 



 

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).  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 and Adjusted EPS to be supplemental measures of our operating performance.  We present Adjusted EBITDA and Adjusted EPS because they are 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 they assist 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 and Adjusted EPS differently than we do and these calculations may not be comparable to our Adjusted EBITDA and Adjusted EPS metrics.  A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income can be found in the appendix.

 

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 revenues, net income (loss), Adjusted EBITDA, EPS, Adjusted EPS, market share, the performance of acquisitions and growth strategies.  The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information, and these statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements.  These risks and uncertainties include: our ability to adapt to changes or trends within the specialty pharmacy industry; significant and increasing pricing pressure from third-party payors; our relationships with key pharmaceutical manufacturers; bad publicity about, or market withdrawal of, specialty drugs we dispense; a significant increase in competition from a variety of companies in the health care industry; our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; revenue concentration of the top specialty drugs we dispense; our ability to maintain relationships with a specified wholesaler and pharmaceutical manufacturer; increasing consolidation in the healthcare industry; managing our growth effectively; limited experience with acquisitions and our ability to recognize the expected benefits therefrom on a timely basis or at all; and the additional factors set forth in “Risk Factors” in Diplomat’s Annual Report on Form 10-K for the year ended December 31, 2015 and in subsequent reports filed with or furnished to the Securities and Exchange Commission.  Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments or otherwise.

 

INVESTOR CONTACT:

Bob East, Westwicke Partners

443-213-0500 | Diplomat@westwicke.com

 


 


 

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(dollars in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2016

 

2015

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and equivalents

 

$

17,092

 

$

27,600

 

Accounts receivable, net

 

289,162

 

254,682

 

Inventories

 

197,025

 

165,950

 

Deferred income taxes

 

17,992

 

5,311

 

Prepaid expenses and other current assets

 

7,528

 

7,427

 

Total current assets

 

528,799

 

460,970

 

 

 

 

 

 

 

Property and equipment, net

 

20,059

 

16,538

 

Capitalized software for internal use, net

 

51,659

 

37,250

 

Goodwill

 

315,373

 

256,318

 

Definite-lived intangible assets, net

 

208,722

 

224,644

 

Investment in non-consolidated entity

 

4,959

 

4,959

 

Other noncurrent assets

 

783

 

900

 

Total assets

 

$

1,130,354

 

$

1,001,579

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

331,979

 

$

296,587

 

Borrowings on line of credit

 

45,519

 

 

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

 

6,750

 

6,000

 

Accrued expenses:

 

 

 

 

 

Compensation and benefits

 

7,115

 

5,563

 

Contingent consideration

 

 

52,665

 

Other

 

11,371

 

11,087

 

Total current liabilities

 

402,734

 

371,902

 

 

 

 

 

 

 

Long-term debt, less current portion

 

102,179

 

106,706

 

Deferred income taxes

 

12,027

 

7,425

 

Total liabilities

 

516,940

 

486,033

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock (10,000,000 shares authorized; none issued and outstanding)

 

 

 

Common stock (no par value, 590,000,000 shares authorized; 66,711,874 and 64,523,864 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively)

 

502,695

 

451,620

 

Additional paid-in capital

 

32,807

 

29,221

 

Retained earnings

 

77,404

 

31,130

 

Total Diplomat Pharmacy shareholders’ equity

 

612,906

 

511,971

 

Noncontrolling interests

 

508

 

3,575

 

Total shareholders’ equity

 

613,414

 

515,546

 

Total liabilities and shareholders’ equity

 

$

1,130,354

 

$

1,001,579

 

 



 

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

Net sales

 

$

1,181,173

 

$

946,913

 

$

3,265,549

 

$

2,379,807

 

Cost of goods sold

 

(1,102,661

)

(871,150

)

(3,024,529

)

(2,193,233

)

Gross profit

 

78,512

 

75,763

 

241,020

 

186,574

 

Selling, general and administrative expenses

 

(77,138

)

(48,860

)

(200,748

)

(147,637

)

Income from operations

 

1,374

 

26,903

 

40,272

 

38,937

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

(1,831

)

(1,542

)

(4,787

)

(3,766

)

Other

 

49

 

90

 

262

 

270

 

Total other expense

 

(1,782

)

(1,452

)

(4,525

)

(3,496

)

(Loss) income before income taxes

 

(408

)

25,451

 

35,747

 

35,441

 

Income tax benefit (expense)

 

3,236

 

(9,768

)

(9,443

)

(13,973

)

Net income

 

2,828

 

15,683

 

26,304

 

21,468

 

Less: net loss attributable to noncontrolling interest

 

(2,580

)

(278

)

(3,067

)

(742

)

Net income attributable to Diplomat Pharmacy, Inc.

 

$

5,408

 

$

15,961

 

$

29,371

 

$

22,210

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

0.25

 

$

0.45

 

$

0.37

 

Diluted

 

$

0.08

 

$

0.24

 

$

0.43

 

$

0.36

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

66,511,118

 

63,890,060

 

65,714,727

 

59,507,347

 

Diluted

 

68,359,611

 

65,513,055

 

68,082,564

 

61,758,979

 

 



 

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2016

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

26,304

 

$

21,468

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

36,085

 

20,823

 

Changes in fair values of contingent consideration

 

(8,922

)

(1,660

)

Contingent consideration payments

 

(4,174

)

(3,738

)

Net provision for doubtful accounts

 

6,378

 

3,307

 

Share-based compensation expense

 

4,508

 

2,502

 

Deferred income tax expense

 

8,824

 

1,185

 

Impairment expense

 

4,804

 

150

 

Amortization of debt issuance costs

 

878

 

665

 

Excess tax benefits related to share-based awards

 

 

(14,348

)

Other

 

1

 

60

 

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

 

 

 

 

 

Accounts receivable

 

(23,639

)

(43,513

)

Inventories

 

(26,194

)

(28,379

)

Accounts payable

 

5,390

 

18,644

 

Other assets and liabilities

 

1,162

 

25,366

 

Net cash provided by operating activities

 

31,405

 

2,532

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Payments to acquire businesses, net of cash acquired

 

(69,172

)

(299,534

)

Expenditures for capitalized software for internal use

 

(9,797

)

(9,145

)

Expenditures for property and equipment

 

(5,012

)

(2,374

)

Other

 

1

 

8

 

Net cash used in investing activities

 

(83,980

)

(311,045

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net proceeds from line of credit

 

45,519

 

21,756

 

Payments on long-term debt

 

(4,500

)

(1,500

)

Proceeds from issuance of stock upon stock option exercises

 

3,758

 

8,745

 

Contingent consideration payments

 

(2,681

)

(3,012

)

Payments of debt issuance costs

 

(29

)

(5,056

)

Proceeds from follow-on public offering, net of transaction costs

 

 

187,238

 

Proceeds from long-term debt

 

 

120,000

 

Payments made to repurchase stock options

 

 

(36,298

)

Excess tax benefits related to share-based awards

 

 

14,348

 

Net cash provided by financing activities

 

42,067

 

306,221

 

Net decrease in cash and equivalents

 

(10,508

)

(2,292

)

Cash and equivalents at beginning of period

 

27,600

 

17,957

 

Cash and equivalents at end of period

 

$

17,092

 

$

15,665

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

(3,793

)

$

(2,730

)

Net cash refunded (paid) for income taxes

 

1,291

 

(346

)

 


 


 

Adjusted EBITDA

 

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

 

 

 

For the three months ended September 30,

 

For the nine months ended September 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(dollars in thousands) (Unaudited)

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

5,408

 

$

15,961

 

$

29,371

 

$

22,210

 

Depreciation and amortization

 

13,695

 

9,948

 

36,085

 

20,823

 

Interest expense

 

1,831

 

1,542

 

4,787

 

3,766

 

Income tax (benefit) expense

 

(3,236

)

9,768

 

9,443

 

13,973

 

EBITDA

 

$

17,698

 

$

37,219

 

$

79,686

 

$

60,772

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration and other merger and acquisition expense

 

$

423

 

$

(6,251

)

$

(6,904

)

$

475

 

Share-based compensation expense

 

1,356

 

1,270

 

4,508

 

2,502

 

Employer payroll taxes - option repurchases and exercises

 

138

 

307

 

208

 

1,483

 

Other items

 

398

 

361

 

1,175

 

1,104

 

Severance and related fees

 

152

 

112

 

154

 

426

 

Restructuring and impairment charges

 

2,450

 

 

2,450

 

150

 

Adjusted EBITDA

 

$

22,615

 

$

33,018

 

$

81,277

 

$

66,912

 

 

Adjusted EPS (diluted)

 

Below is a reconciliation of net income attributable to Diplomat Pharmacy, Inc. per diluted common share to Adjusted EPS for the periods indicated.

 

 

 

For the three months ended September 30,

 

For the nine months ended September 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(dollars in thousands, except per share amounts) (unaudited)

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

5,408

 

$

15,961

 

$

29,371

 

$

22,210

 

Amortization of acquisition-related intangible assets

 

10,611

 

8,747

 

29,113

 

17,377

 

Contingent consideration and other merger and acquisition expense

 

423

 

(6,251

)

(6,904

)

475

 

Income tax impact of adjustments

 

(2,136

)

(958

)

(5,867

)

(7,413

)

Adjusted non-GAAP net income

 

$

14,306

 

$

17,499

 

$

45,713

 

$

32,649

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Diplomat Pharmacy, Inc

 

0.08

 

0.24

 

0.43

 

0.36

 

Amortization of acquisition-related intangible assets

 

0.16

 

0.13

 

0.43

 

0.28

 

Contingent consideration and other merger and acquisition expense

 

0.01

 

(0.09

)

(0.10

)

0.01

 

Income tax impact of adjustments

 

(0.04

)

(0.01

)

(0.09

)

(0.12

)

Adjusted EPS

 

$

0.21

 

$

0.27

 

$

0.67

 

$

0.53

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Diluted

 

68,359,611

 

65,513,055

 

68,082,564

 

61,758,979