Diplomat Announces 3rd Quarter Financial Results

FLINT, Mich., Nov. 6, 2018 /PRNewswire/ -- Diplomat Pharmacy, Inc. (NYSE: DPLO), the nation's largest independent provider of specialty pharmacy services, announced financial results for the quarter ended September 30, 2018. All comparisons, unless otherwise noted, are to the quarter ended September 30, 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 change is a reclassification only and has no impact on overall results.

Third Quarter 2018 Highlights include:

    --  Revenue of $1,373 million, compared to $1,125 million, an increase of
        22%
        --  Specialty segment revenue of $1,212 million, compared to $1,125
            million
        --  PBM segment revenue of $170 million, which was not part of the
            business in the prior year period
    --  Specialty segment total prescriptions dispensed of 230,000, compared to
        222,000
    --  PBM segment total volume, adjusted to 30-day equivalent, of 1,931,000
    --  Gross margin of 6.8% versus 5.8%
        --  Specialty segment gross margin of 5.5% versus 5.8%
        --  PBM segment gross margin of 15.5%
    --  EPS of $0.00 per diluted common share versus $0.01
    --  Adjusted EBITDA of $41.9 million, compared to $23.2 million
        --  Adjusted EBITDA margin of 3.1% versus 2.1%
    --  Net cash used in operating activities was $33.4 million, compared to net
        cash provided by operating activities of $38.3 million
    --  Net Debt, including contingent consideration, increased to $646.7
        million, from $609.2 million at June 30, 2018

Brian Griffin, Chairman and CEO of Diplomat, commented, "Third quarter results were solid as we continue to successfully execute on our growth plan. Results were driven by strong Specialty segment growth and PBM performance. We recently opened our new state-of-the-art distribution and call center facility in Chandler, Arizona, furthering our efforts to provide the highest quality patient care nationwide. Every day we put our patients first, while at the same time investing in initiatives to drive further growth and productivity."

Third Quarter Financial Summary:

Revenue for the third quarter of 2018 was $1,373 million, compared to $1,125 million in the third quarter of 2017, an increase of $248 million or 22%. Revenue was comprised of $1,212 million and $170 million from our Specialty segment and our Pharmacy Benefit Management ("PBM") segment, respectively. The increase in our Specialty segment was driven by manufacturer price increases, approximately $10 million from our recent acquisitions, access to dispense drugs that were new in the past year and increased volume due to both payor and physician relationships. These increases were partially offset by a decrease in hepatitis C business versus the prior year period and reimbursement compression.

Gross profit in the third quarter of 2018 was $93.4 million and generated a 6.8% gross margin, compared to $65.1 million gross profit and a 5.8% gross margin in the third quarter of 2017. Gross profit was comprised of $67.0 million and $26.3 million from our Specialty segment and PBM segment, respectively. The gross margin increase in the quarter was primarily due to the impact of our PBM acquisitions, partially offset by reimbursement compression in our Specialty segment.

SG&A expenses for the third quarter of 2018 were $83.4 million, an increase of $20.6 million, compared to $62.8 million in the third quarter of 2017. This increase is primarily driven by an $11.0 million increase in employee cost, including employee cost for our acquired entities and a $4.0 million increase in share-based compensation. Also contributing to the SG&A expense increase was a $7.0 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, travel, consulting and professional fees, as well as other miscellaneous expenses. These increases were partially offset by a $2.4 million decrease in acquisition related expenses.

Net income attributable to Diplomat for the third quarter of 2018 was $0.2 million compared to $1.0 million in the third quarter of 2017. This decrease was primarily driven by an $8.1 million increase in interest expense due to a significant increase in outstanding debt to fund our PBM acquisitions, partially offset by a $7.6 million increase in income from operations. Adjusted EBITDA for the third quarter of 2018 was $41.9 million compared to $23.2 million in the third quarter of 2017, an increase of $18.7 million.

Earnings per share for the third quarter of 2018 was $0.00 per basic/diluted common share, compared to $0.01 per basic/diluted common share for the third quarter of 2017.

2018 Financial Outlook

For the full-year 2018, we are updating our previous financial guidance:

    --  Revenue between $5.5 and $5.7 billion, versus the previous range of $5.5
        and $5.9 billion
    --  Net (loss) income attributable to Diplomat between $(7.5) and $2.6
        million, versus the previous range of $(11.0) and $0.5 million
    --  Adjusted EBITDA between $164 and $170 million, no change to previous
        range
    --  Diluted EPS between $(0.10) and $0.03, versus the previous range of
        $(0.15) and $0.01

Our EPS expectations assume approximately 74,300,000 weighted average common shares outstanding on a diluted basis and a tax rate of (10)% and 40% versus (5)% and 32%, for the low- and high-end of the range, respectively, for the full year 2018, each of which could differ materially.

Earnings Conference Call Information

As previously announced, the Company will hold a conference call to discuss its third quarter performance this evening, November 6, 2018, at 5:00 p.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 7553049 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 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, 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 income (loss) 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 include Diplomat's expectations regarding revenues, net (loss) income attributable to Diplomat, Adjusted EBITDA, EPS, market share, the expected benefits and 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. 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; 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; significant and increasing pricing pressure from third-party payors; 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; 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; increasing consolidation in the healthcare industry; 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 space; 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; the dependence on our senior management and key employees and managing recent turnover among key employees; and the additional factors set forth in "Risk Factors" in Diplomat's Annual Report on Form 10-K for the year ended December 31, 2017 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)




                                                                                                                                                                                                                         
     
     September 30, 
     
     December 31,


                                                                                                        
            
              ASSETS                                                                                               2018              2017




     Current assets:


                                 
            Cash and equivalents                                                                                                           $
            8,214                    $
      84,251


                                 
            Receivables, net                                                                                                                       358,158                       332,091


                                 
            Inventories                                                                                                                            169,863                       206,603


                                 
            Prepaid expenses and other current assets                                                                                               13,491                        11,125



                                                                                                                                                                                   549,726                       634,070

                                                                   
            Total current assets



     Property and equipment, net                                                                                                                                                                                              40,924            38,990



     Capitalized software for internal use, net                                                                                                                                                                               29,842            36,520



     Goodwill                                                                                                                                                                                                                  834,580           832,624



     Definite-lived intangible assets, net                                                                                                                                                                                   340,651           392,011



     Other noncurrent assets                                                                                                                                                                                                   4,938             6,208


                                                                                                                                                                       $
            1,800,661                 $
      1,940,423

                                                                   
            Total assets





                                                                                         
            
              LIABILITIES AND SHAREHOLDERS' EQUITY



     Current liabilities:


                                 
            Accounts payable                                                                                                             $
            315,268                   $
      384,719


                                 
            Rebates payable                                                                                                                         29,954                        28,744


                                 
            Borrowings on line of credit                                                                                                           178,250                       188,250


                                 
            Short-term debt, including current portion of long-term debt                                                                            11,500                        11,500


                                 
            Accrued expenses:


                                 
            Compensation and benefits                                                                                                               16,771                         9,584


                                 
            Contingent consideration                                                                                                                 5,200                         8,100


                                 
            Other                                                                                                                                   21,542                        20,560



                                                                                                                                                                                   578,485                       651,457

                                                                   
            Total current liabilities



     Long-term debt, less current portion                                                                                                                                                                                    440,552           521,098



     Deferred income taxes                                                                                                                                                                                                    12,423            14,367



     Contingent consideration                                                                                                                                                                                                  4,050             4,000



     Other                                                                                                                                                                                                                           295



                                                                                                                                                                                 1,035,805                     1,190,922

                                                                   
            Total liabilities



     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; 74,448,430 and 73,871,424 shares


                                          issued and outstanding at September 30, 2018 and December 31, 2017,
                                           respectively)                                                                                       629,283                                             619,235


                                 
            Additional paid-in capital                                                                                                              48,172                        38,450


                                 
            Retained earnings                                                                                                                       87,445                        91,816


                                 
            Accumulated other comprehensive loss                                                                                                      (44)                            -



                                                                                                                                                                                   764,856                       749,501

                                                                   
            Total shareholders' equity



                                                                                                                                                                       $
            1,800,661                 $
      1,940,423

                                                                   
            Total liabilities and shareholders' equity


                                                                                                         
          
                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,



                                                                                                                                                                             2018                          2017                                           2018                           2017




       Net sales                                                                                                                                      $
              1,373,334         $
              1,124,957                          $
              4,131,896          $
              3,330,161



       Cost of sales                                                                                                                                          (1,279,976)                  (1,059,867)                                   (3,849,743)                   (3,128,595)


                                              
              Gross profit                          93,358                          65,090                                                                    282,153      201,566



       Selling, general and administrative expenses                                                                                                              (83,419)                     (62,782)                                     (255,705)                     (185,867)



                                              
              Income from operations                 9,939                           2,308                                                                     26,448       15,699




       Other (expense) income:


                           
              Interest expense                                     (10,179)                        (2,054)                                                                  (30,998)     (6,034)


                                      Impairment of non-consolidated entities                 (286)                                                                                                    (329)           -


                           
              Other                                                                                      574                                              45                                   1,385                                   111



       Total other expense                                                                                                                                        (9,891)                      (2,009)                                      (29,942)                       (5,923)



                                                         Income (loss) before income taxes         48                             299                                                                    (3,494)       9,776



       Income tax benefit (expense)                                                                                                                                   121                           662                                          (750)                       (1,101)


                                              
              Net income (loss)                        169                             961                                                                    (4,244)       8,675



       Less: net loss attributable to noncontrolling interest                                                                                                           -                         (55)                                                                       (299)

                                                                                                                                                                                                                                                                                ---


       Net income (loss) attributable to Diplomat Pharmacy, Inc.                                                                                           $
              169             $
              1,016                            $
              (4,244)             $
              8,974






       
                Net income (loss) per common share:

    ---


       Basic                                                                                                                                                 $
              0.00              $
              0.01                             $
              (0.06)              $
              0.13




       Diluted                                                                                                                                              $
              0.00              $
              0.01                             $
              (0.06)              $
              0.13






       
                Weighted average common shares outstanding:

    ---


       Basic                                                                                                                                                       74,386,386                    68,371,429                                     74,181,869                     67,600,920



       Diluted                                                                                                                                                    74,741,511                    68,769,618                                     74,181,869                     68,259,416


                                                                                                                                  
              
                DIPLOMAT PHARMACY, INC.


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


                                                                                                                      
              
                (dollars in thousands, except per share amounts)








                                                                                                                                                                                          Three Months Ended                                                               Nine Months Ended


                                                                                                                                                                                             September 30,                                                                 September 30,



                                                                                                                                                                                                        2018                                      2017                                                    2018                            2017




       Net sales - Specialty                                                                                                                                                    $
              1,212,298                      $
             1,124,957                                   $
              3,599,023           $
              3,330,161



       Net sales - PBM                                                                                                                                                                       169,933                                                                                          550,148



       Inter-segment elimination                                                                                                                                                             (8,897)                                                                                        (17,275)



                                                  
              Net sales                                     1,373,334                                   1,124,957                                                                              4,131,896            3,330,161





       Cost of sales - Specialty                                                                                                                                                         (1,145,288)                              (1,059,867)                                            (3,386,653)                    (3,128,595)



       Cost of sales - PBM                                                                                                                                                                 (143,585)                                                                                       (480,365)



       Inter-segment elimination                                                                                                                                                               8,897                                                                                           17,275



                                                  
              Cost of sales                               (1,279,976)                                (1,059,867)                                                                           (3,849,743)         (3,128,595)





       Gross profit - Specialty                                                                                                                                                               67,010                                    65,090                                                 212,370                         201,566



       Gross profit - PBM                                                                                                                                                                     26,348                                                                                           69,783


                                                  
              Gross profit                                     93,358                                      65,090                                                                                282,153              201,566



       Selling, general and administrative expenses                                                                                                                                         (83,419)                                 (62,782)                                              (255,705)                      (185,867)



                                                             Income from operations                            9,939                                       2,308                                                                                 26,448               15,699



       Other (expense) income:


                               
              Interest expense                                                (10,179)                                    (2,054)                                                                              (30,998)             (6,034)


                                          Impairment of non-consolidated entities              (286)                                                                                                              (329)


                               
              Other                                                                                                             574                                                         45                                            1,385                                    111



       Total other expense                                                                                                                                                                   (9,891)                                  (2,009)                                               (29,942)                        (5,923)



                                                             Income (loss) before income taxes      48                                   299                                                                        (3,494)                             9,776



       Income tax benefit (expense)                                                                                                                                                              121                                       662                                                   (750)                        (1,101)


                                                  
              Net income (loss)                                   169                                         961                                                                                (4,244)               8,675



       Less: net loss attributable to noncontrolling interest                                                                                                                                      -                                     (55)                                                                                 (299)

                                                                                                                                                                                                                                                                                                                                 ---


       Net income (loss) attributable to Diplomat Pharmacy, Inc.                                                                                                                      $
              169                         $
              1,016                                     $
              (4,244)              $
              8,974






       
                Net income (loss) per common share:

    ---


       Basic                                                                                                                                                                            $
              0.00                          $
              0.01                                      $
              (0.06)               $
              0.13




       Diluted                                                                                                                                                                         $
              0.00                          $
              0.01                                      $
              (0.06)               $
              0.13






       
                Weighted average common shares outstanding:

    ---


       Basic                                                                                                                                                                                  74,386,386                                68,371,429                                              74,181,869                      67,600,920




       Diluted                                                                                                                                                                               74,741,511                                68,769,618                                              74,181,869                      68,259,416


                                                                                                                                               
              
                DIPLOMAT PHARMACY, INC.


                                                                                                                             
              
                Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                                                                                                                
              
                (dollars in thousands)






                                                                                                                                                                                                                                       Nine Months Ended September 30,



                                                                                                                                                                                                                                                                  2018                      2017




     
                Cash flows from operating activities:


                        
              Net (loss) income                                                                                                                                                     $
           (4,244)                        $
              8,675


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


                                           
              Depreciation and amortization                                                                                                                                  72,547                                    48,813


                                           
              Share-based compensation expense                                                                                                                               15,771                                     5,487


                                           
              Net provision for doubtful accounts                                                                                                                             5,862                                     7,523


                                           
              Amortization of debt issuance costs                                                                                                                             3,703                                       892


                                           
              Changes in fair values of contingent consideration                                                                                                              2,419                                     1,965


                                           
              Contingent consideration payments                                                                                                                             (3,181)


                                           
              Deferred income tax benefit                                                                                                                                   (2,034)                                    (637)


                                           
              Impairment of non-consolidated entities                                                                                                                           329


                                           
              Other                                                                                                                                                              (43)                                        1


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


                                                                         
              Accounts receivable                                                                                                              (31,090)                                    4,117


                                                                         
              Inventories                                                                                                                        36,717                                    22,379


                                                                         
              Accounts payable                                                                                                                 (72,018)                                  (3,055)


                                                                         
              Other assets and liabilities                                                                                                        8,469                                   (2,514)



                                                                                                                              Net cash provided by operating activities                                                         33,207                                     93,646



     
                Cash flows from investing activities:


                        
              Expenditures for capitalized software for internal use                                                                                                                         (8,736)                                  (3,252)


                        
              Expenditures for property and equipment                                                                                                                                        (7,880)                                  (3,414)


                        
              Payments to acquire businesses, net of cash acquired                                                                                                                           (1,139)                                 (76,646)


                        
              Other                                                                                                                                                                                            46                                       (38)



                                                                                                                              Net cash used in investing activities                                                           (17,709)                                  (83,350)



     
                Cash flows from financing activities:


                        
              Net payments on line of credit                                                                                                                                                (10,000)                                 (17,663)


                        
              Payments on long-term debt                                                                                                                                                    (82,625)                                  (6,031)


                        
              Proceeds from long-term debt                                                                                                                                                                                             25,000


                        
              Proceeds from issuance of stock upon stock option exercises                                                                                                                      3,999                                     7,597


                        
              Contingent consideration payments                                                                                                                                              (2,088)                                        -


                        
              Payments of debt issuance costs                                                                                                                                                  (821)                                        -


                                                                                                                              Net cash (used in) provided by financing
                                                                                                                               activities                                                                                     (91,535)                                     8,903



                                                                                                                              Net (decrease) increase in cash and
                                                                                                                               equivalents                                                                                    (76,037)                                    19,199



     Cash and equivalents at beginning of period                                                                                                                                                                                                        84,251                      7,953




     Cash and equivalents at end of period                                                                                                                                                                                                    $
              8,214                  $
     27,152




     
                Supplemental disclosures of cash flow information:


                        
              Cash paid for interest                                                                                                                                                 $
           27,707                         $
              5,125


                        
              Cash paid for income taxes                                                                                                                                                       2,142                                     4,716

Adjusted EBITDA

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


                                                                          For the three months ended September                       For the nine months ended September
                                                                                  30,                                           30,



                                                                           2018                              2017                2018                              2017



                                                                               
              (dollars in thousands) (unaudited)



     Net income (loss) attributable to Diplomat Pharmacy, Inc.            $169                            $1,016            $(4,244)                           $8,974



     Depreciation and amortization                                      24,377                            16,877              72,547                            48,813



     Interest expense                                                   10,179                             2,054              30,998                             6,034



     Income tax (benefit) expense                                        (121)                            (662)                750                             1,101



     EBITDA                                                            $34,604                           $19,285            $100,051                           $64,922






     Contingent consideration and other merger and acquisition expense    $577                            $3,016              $5,700                            $4,133



     Share-based compensation expense                                    5,649                             1,688              15,771                             5,487



     Employer payroll taxes - option repurchases and exercises              52                                33                 193                               218



     Restructuring and impairment charges                                  286                                                  329



     Severance and related fees                                            779                                78               2,729                               781



     Other items                                                                                          (915)              (483)                            (372)



     Adjusted EBITDA                                                   $41,947                           $23,185            $124,290                           $75,169

2018 Full Year Guidance: GAAP to Non-GAAP Reconciliation

The tables below present a reconciliation of net income attributable to Diplomat Pharmacy, Inc. to Adjusted EBITDA for the year ended December 31, 2018.


                                                                       
      
        Reconciliation of GAAP to Adjusted EBITDA


                                                                         
      (dollars in thousands) (unaudited)


                                                                                                                                Range



                                                                                                                         
     
        Low   
     
        High

                                                                                                                                              ---


     Net (loss) income attributable to Diplomat Pharmacy, Inc.                                                              $(7,511)      $2,593



     Depreciation and amortization                                                                                            98,000       97,000



     Interest expense                                                                                                         43,000       41,000



     Income tax expense (1)                                                                                                      683        1,729



     EBITDA                                                                                                                 $134,172     $142,322






     Contingent consideration and other merger and acquisition expense                                                        $7,000       $6,000



     Share-based compensation expense                                                                                         19,000      $18,500



     Employer payroll taxes - option repurchases and exercises                                                                   500         $300



     Restructuring and impairment charges                                                                                        329         $329



     Severance and related fees                                                                                                3,500       $3,000



     Other items                                                                                                               (500)      $(450)



     Adjusted EBITDA                                                                                                        $164,000     $170,000

(1 )Assumes a tax rate of -10 and 40 percent, for the low- and high-end, respectively.

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SOURCE Diplomat Pharmacy, Inc.