| DEBT
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1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Diplomat Pharmacy, Inc. and its consolidated subsidiaries (the "Company") operate a specialty pharmacy business which stocks, dispenses and distributes prescriptions for various biotechnology and specialty pharmaceutical manufacturers. Its primary focus is on medication management programs for individuals with complex chronic diseases, including oncology, immunology, hepatitis, multiple sclerosis, HIV, specialized infusion therapy and many other serious or long-term conditions. The Company has its corporate headquarters and main distribution facility in Flint, Michigan and maintains seven other pharmacy locations in California, Connecticut, Florida, Illinois, Massachusetts, Michigan and North Carolina and has centralized call centers to effectively deliver services to customers located in all 50 states in the United States of America ("U.S.") and U.S. territories.
Initial Public Offering
In October 2014, the Company completed its initial public offering ("IPO") in which 15,333,333 shares of common stock were sold at a public offering price of $13.00 per share. The Company sold 11,000,000 shares of common stock and certain existing shareholders sold 4,333,333 shares of common stock. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. The Company received net proceeds of $130,440 after deducting underwriting discounts and commissions of $9,652, and other offering expenses of $2,908. Proceeds of $80,458 were used to repay existing indebtedness to certain current or former shareholders and employees ($19,824), and borrowings under the revolving line of credit ($60,634). The remaining net proceeds of $49,982 continue to be used for working capital and other general purposes.
Immediately prior to the closing of the IPO, each share of the Company's then-outstanding capital stock converted into one share of its newly-authorized shares of no par value common stock. Refer to notes 13, 14 and 15.
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2. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP").
Stock Split
In October 2014, immediately prior to the completion of the IPO, the Board of Directors declared and approved a 8,500-for-one stock split, effected in the form of a stock dividend, on each share of common stock outstanding to the common shareholders of record. Accordingly, all share and per share amounts in these consolidated financial statements and notes thereto, were adjusted, where applicable, to reflect the stock split on a retroactive basis.
Effect of Conversion from S Corporation to C Corporation
On January 23, 2014, the Company changed its income tax status from an S corporation to a C corporation. Accordingly, on that date, the Company recorded a net deferred income tax liability of $2,965 and a charge to income tax expense for the same amount. The Company reclassified its accumulated deficit, inclusive of the net deferred tax liability adjustment, into additional paid-in capital on the date of conversion. The pro forma data included on the consolidated statements of operations gives effect for income taxes, for each period presented, as if the election was made effective January 1, 2012.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Principles of Consolidation
The consolidated financial statements include the accounts of Diplomat Pharmacy, Inc. and its wholly-owned subsidiaries, and a 51%-owned subsidiary, formed in August 2014, which the Company controls. The Company also owns a 25% interest in a non-consolidated entity which is accounted for under the equity method of accounting since the Company does not control but has the ability to exercise significant influence over operating and financial policies. Investment in an entity in which the Company owns less than 20% and does not have the ability to exercise significant influence is accounted for under the cost method.
Noncontrolling interest in a consolidated subsidiary in the consolidated balance sheets represents the minority shareholders' proportionate share of the equity in such subsidiary. Consolidated net income (loss) is allocated to the Company and noncontrolling interests (i.e. minority shareholders) in proportion to their percentage ownership. All intercompany transactions and accounts have been eliminated in consolidation.
b) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
c) Concentrations of Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with banks or other financial institutions and trade accounts receivable.
A federal program provides non-interest bearing cash balances insurance coverage up to $250 per depositor at each financial institution. The Company's cash balances may exceed federally insured limits.
Concentration of credit risk with respect to trade accounts receivable is limited by the large number of patients comprising the Company's customer base and their dispersion across multiple payors and multiple geographic areas. No single customer accounted for more than 10% of net sales for any period presented or trade accounts receivable at December 31, 2014 and 2013.
d) Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents.
e) Accounts Receivable, net
Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third-party pharmacy benefit managers and insurance providers and are based on contracted prices. Trade accounts receivable are unsecured and require no collateral. Trade accounts receivable terms vary by payor, but generally are due within 30 days after the sale of the product or performance of the service.
The Company maintains an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall economic conditions, historical and anticipated customer performance, historical experience with write-offs, and the level of past due accounts. The Company's general policy for uncollectible accounts, if not reserved through specific examination procedures, is to reserve based upon the aging categories of accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Activity in the allowance for doubtful accounts was as follows:
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Year Ended December 31, |
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|||||||
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2014 |
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2013 |
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2012 |
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Beginning balance |
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$ |
(849 |
) |
$ |
(751 |
) |
$ |
(675 |
) |
Charged to expense |
|
|
(4,045 |
) |
|
(873 |
) |
|
(605 |
) |
Write-offs, net of recoveries |
|
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1,851 |
|
|
775 |
|
|
529 |
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|
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Ending balance |
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$ |
(3,043 |
) |
$ |
(849 |
) |
$ |
(751 |
) |
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f) Inventories
Inventories, consisting primarily of prescription medications, over-the-counter ("OTC") medications and medical supplies, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Prescription medications are returnable to the Company's vendors and fully refundable before six months of expiration, and any remaining expired medication is relieved from inventory on a quarterly basis.
g) Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed generally on a straight-line basis over the estimated useful lives of the assets. The cost of leasehold improvements are amortized either over the life of the improvement or the lease term, whichever is shorter. For income tax purposes, accelerated methods of depreciation are generally used. Significant improvements are capitalized and disposed or replaced property is written off. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in earnings.
Assets held for sale are carried at the lower of its carrying amount or estimated fair values less costs to sell.
h) Capitalized Software for Internal Use
The Company capitalizes certain development costs primarily related to a custom-developed scalable patient care system. The Company expenses the costs incurred during the preliminary project stage, and capitalizes the direct development costs, including the associated payroll and related costs for employees working on development, and outside contractors during the application development stage. The Company monitors development on an ongoing basis and capitalizes the costs of any major improvements or that result in significant additional functionality.
Capitalized internal use software costs are amortized on a straight-line basis over the estimated useful lives of the assets, generally three years. For income tax purposes, accelerated methods of amortization are generally used. Management evaluates the useful lives of these assets on an annual basis.
i) Intangible Assets
Intangible assets consist of assets related to acquisitions and are amortized over their estimated useful lives using the accelerated method for patient relationships and the straight line method for the remaining intangible assets.
j) Long-Lived Assets
Long-lived assets, such as property and equipment, capitalized software for internal use, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and third-party independent appraisals.
k) Goodwill
Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values of the net tangible assets and the identifiable assets acquired. As described in Note 4, the Company has recorded goodwill in connection with its acquisition of MedPro Rx, Inc. and American Homecare Federation, Inc. Goodwill is not amortized, but rather is reviewed for impairment annually or more frequently if facts or circumstances indicate that the carrying value may not be recoverable.
The Company has determined that it has a single reporting unit for the purpose of the goodwill impairment test. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing the two-step quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit's fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than not less than its carrying amount, including goodwill, the two-step quantitative goodwill impairment test is required. Otherwise, no further analysis would be required.
If the two-step impairment test for goodwill is deemed necessary, this quantitative impairment analysis compares the fair value of the Company's reporting unit to its related carrying value. If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists and the Company must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed.
The Company performs its annual impairment review of goodwill as of October 1 and when a triggering event occurs between annual impairment tests. For 2014, the Company performed a qualitative assessment of goodwill and determined that it was not more likely than not that the fair values of its reporting unit was less than the carrying amount. Accordingly, the Company determined that its goodwill was not impaired.
l) Debt Issuance Costs
Costs incurred related to the issuance of the line of credit facility are deferred and being amortized to interest expense over the term of the agreement using the straight-line method. Net debt issuance costs were $921 and $808 at December 31, 2014 and 2013, respectively, and are included in other noncurrent assets in the consolidated balance sheets.
m) Share-Based Compensation
Stock options expected to be settled in shares of the Company's common stock are recorded as equity awards with an exercise price equal to fair value on the date of grant. The grant date fair value of these awards is measured using the Black-Scholes-Merton option pricing model. The Company expenses the grant date fair value of its stock options over their respective vesting periods on a straight-line basis.
Restricted stock awards expected to be settled in shares of the Company's common stock are recorded as equity awards. These awards vest on the first anniversary of the grant date.
n) Revenue Recognition
The Company recognizes revenue from prescription drug sales for home delivery at the time the drugs are shipped. At the time of shipment, the Company performed substantially all of its obligations under its payor contracts and does not experience a significant level of returns or reshipments. If the Company administers a drug treatment regimen in a patient's home, the Company recognizes revenue at time of administration. Revenues from dispensing specialty prescriptions that are picked up by patients at an open door or retail pharmacy location are recorded at prescription adjudication, which approximates fill date. Sales taxes are presented on a net basis (excluded from revenues and costs). Revenues generated from prescription drug sales were $2,202,299, $1,504,534 and $1,119,775 for the years ended December 31, 2014, 2013 and 2012, respectively.
Shipping and handling costs are not billed to patients; therefore, there are no shipping and handling revenues. Conversely, the Company recognizes shipping and handling costs as incurred as a component of "Selling, general and administrative expenses" and were $12,263, $10,123 and $8,203 for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company recognizes revenue from service, data and consulting services when the services have been performed and the earnings process is therefore complete. Revenues generated from service, data and consulting services were $12,657, $10,605 and $7,168 for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company derived its revenue from the following therapeutic classes:
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Year Ended December 31, |
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2014 |
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2013 |
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2012 |
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Oncology |
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$ |
1,068,751 |
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$ |
736,987 |
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$ |
495,028 |
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Immunology(1) |
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438,145 |
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378,685 |
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319,092 |
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Multiple Sclerosis |
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226,805 |
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169,470 |
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110,947 |
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Other (none greater than 10%) |
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481,255 |
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229,997 |
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201,876 |
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Total revenue |
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$ |
2,214,956 |
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$ |
1,515,139 |
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$ |
1,126,943 |
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(1) |
Includes drugs dispensed to treat arthritis, Crohn's disease and psoriasis. |
o) Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $1,555, $823 and $604 for the years ended December 31, 2014, 2013 and 2012, respectively.
p) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized.
The Company records interest and penalties related to tax uncertainties as income tax expense. Based on management's evaluation, the Company concluded there were no significant uncertain tax positions requiring recognition in its consolidated financial statements.
Prior to January 23, 2014, the Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay federal corporate income taxes on its taxable income. Instead, the shareholders were liable for individual federal income taxes on their respective shares of the Company's taxable income. Distributions were made periodically to the Company's shareholders to the extent needed to cover their income tax liability based on the Company's taxable income.
q) Segment Information
The Company's chief operating decision maker reviews the financial results of the Company in total when evaluating financial performance and for purposes of allocating resources. The Company has thus determined that it operates in a single specialty pharmacy services reportable segment.
r) Recently Issued Accounting Pronouncements to be Implemented
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-8, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which significantly changes the criteria for determining which disposals can be presented as discontinued operations and introduces new, more detailed, disclosure requirements. The ASU is effective for annual periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015 with early adoption permitted in certain circumstances. The Company will apply the guidance prospectively to new disposals and new classifications of disposal groups as held for sale.
In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which will supersede the existing revenue recognition guidance under U.S. GAAP. The new standard focuses on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of the new standard is for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. The standard is effective retrospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2016. Early adoption is not permitted. The Company is currently assessing the potential impact of adopting this ASU on its operations and financial statements.
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Targets Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This ASU is effective within annual periods beginning on or after December 15, 2015, including interim periods within that reporting period. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there is substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued and provide related footnote disclosures. This ASU is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. This standard is not expected to have a material impact on the Company's financial statements.
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4. ACQUISITIONS
MedPro Rx, Inc.
In June 2014, the Company acquired all of the authorized, issued and outstanding shares of capital stock of MedPro Rx, Inc. ("MedPro"). MedPro, based in Raleigh, North Carolina, is a specialty pharmacy focused on specialty infusion therapies including hemophilia and immune globulin. The Company acquired MedPro to expand its existing specialty infusion business and to increase its presence in the mid-Atlantic and Southern regions of the U.S. The Company ascribes significant value to the cost reductions as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is deductible for tax purposes. The results of operations for MedPro are included in the Company's consolidated financial statements from the acquisition date and include approximately $49,454 of sales made directly by MedPro during the second half of 2014.
The Company did not acquire MedPro's affiliate from which MedPro leased certain operating and other facilities. Instead, the Company, commensurate with the acquisition, entered into a five-year external lease agreement for the facilities on similar terms. As the Company does not direct the significant activities of the lessor, it is not consolidated into the Company's financial statements.
The Company accounted for its acquisition of MedPro using the acquisition method as required by FASB ASC Topic 805, Business Combinations ("FASB ASC 805"). The following table summarizes the consideration transferred to acquire MedPro:
Cash |
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$ |
52,267 |
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716,695 restricted Class B common shares |
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|
12,000 |
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Contingent consideration at fair value |
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4,270 |
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$ |
68,537 |
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The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners an additional payout based upon the achievement of certain revenue and gross profit targets in each of the twelve month periods ending June 30, 2015 and 2016. The maximum payout of contingent consideration is $11,500. Approximately $3,503 of the purchase consideration was deposited into an escrow account to be held for two years after the closing date to satisfy any of the Company's indemnification claims. The Company incurred acquisition-related costs of approximately $825 that were charged to "Selling, general and administrative expenses" for the year ended December 31, 2014.
The following table summarizes the amounts of identifiable assets acquired and liabilities assumed at the acquisition date:
Cash and cash equivalents |
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$ |
668 |
|
Accounts receivable |
|
|
9,050 |
|
Inventories |
|
|
3,819 |
|
Prepaid expenses and other current assets |
|
|
204 |
|
Property and equipment |
|
|
697 |
|
Capitalized software for internal use |
|
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25 |
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Intangible assets |
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37,099 |
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Current liabilities |
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(4,660 |
) |
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Total identifiable net assets |
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46,902 |
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Goodwill |
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21,635 |
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$ |
68,537 |
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Definite-lived intangible assets that were acquired and their respective useful lives are as follows:
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Useful Life |
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Amount |
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Patient relationships |
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7 years |
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$ |
24,000 |
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Trade names and trademarks |
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10 years |
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8,700 |
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Non-compete employment agreements |
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5 years |
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4,399 |
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$ |
37,099 |
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The Company determined the estimated fair values of the identifiable long-lived assets with assistance from an independent valuation firm. The valuation firm also assisted with the Company's determination of the fair value of the contingent consideration utilizing historical results, forecasted operating results of MedPro for each of the twelve month periods ending June 30, 2015 and 2016, and the corresponding contractual contingent payouts based on those results discounted at rates commensurate with the uncertainty involved. Based on operating results since MedPro's acquisition, the Company increased the estimated contingent payout. Through December 31, 2014, the contingent consideration liability was increased to $9,891, with a charge of $5,621 to "Selling, general and administrative expenses" for the year ended December 31, 2014.
American Homecare Federation, Inc.
In December 2013, the Company acquired all of the authorized, issued and outstanding shares of capital stock of American Homecare Federation, Inc. ("AHF"). AHF provides clotting medications, ancillaries and supplies to individuals with bleeding disorders, such as hemophilia. AHF has provided pharmacy services exclusively to the bleeding disorders community since 1989. The acquisition of AHF allows the Company to participate in AHF's direct purchase agreements with key hemophilia manufacturers while also providing AHF access to the Company's proprietary care management modules to better manage clinical care of the AHF patients. The Company ascribes significant value to the cost reductions as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is deductible for tax purposes. The results of operations for AHF are included in the Company's consolidated financial statements from the acquisition date.
The Company did not acquire AHF's affiliate from which AHF leased its operating facility. Instead, the Company, commensurate with the acquisition, entered into a five-year external lease agreement for the facility on similar terms. As the Company does not direct the significant activities of the lessor, it is not consolidated into the Company's financial statements.
The Company accounted for its acquisition of AHF using the acquisition method as required by FASB ASC 805. The following table summarizes the consideration transferred to acquire AHF:
Cash |
|
$ |
12,149 |
|
Contingent consideration at fair value |
|
|
1,300 |
|
|
|
|
|
|
|
|
$ |
13,449 |
|
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The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners an additional payout based on achieving certain revenue and gross profit targets in each of the years ending December 31, 2014 and 2015. The maximum payout of contingent consideration is $2,000. Approximately $1,353 of the purchase consideration was deposited into an escrow account that will be held for two years after the closing date to satisfy any of the Company's indemnification claims. The Company incurred acquisition-related costs of $190 and $309 that were charged to "Selling, general and administrative expenses" for the years ended December 31, 2014 and 2013, respectively.
The following table summarizes the amounts of identifiable assets acquired and liabilities assumed at the acquisition date:
Cash and cash equivalents |
|
$ |
1,917 |
|
Accounts receivable |
|
|
3,512 |
|
Inventories |
|
|
1,138 |
|
Prepaid expenses and other current assets |
|
|
27 |
|
Property and equipment |
|
|
182 |
|
Definite-lived intangible assets |
|
|
7,100 |
|
Current liabilities |
|
|
(1,940 |
) |
|
|
|
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Total identifiable net assets |
|
|
11,936 |
|
Goodwill |
|
|
1,513 |
|
|
|
|
|
|
|
|
$ |
13,449 |
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|
|
|
|
|
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Definite-lived intangible assets that were acquired and their respective useful lives are as follows:
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Useful Life |
|
Amount |
|
|
Patient relationships |
|
10 years |
|
$ |
5,100 |
|
Trade names and trademarks |
|
10 years |
|
|
1,400 |
|
Non-compete employment agreements |
|
5 years |
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,100 |
|
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|
|
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The Company determined the estimated fair values of AHF's identifiable long-lived assets with assistance from an independent valuation firm. The valuation firm also assisted in the Company's determination of the fair value of the contingent consideration utilizing historical results, forecasted operating results of AHF for each of the two years ending December 31, 2014 and 2015, and the corresponding contractual contingent payouts based on those results discounted at rates commensurate with the uncertainty involved. Based on operating results since AHF's acquisition, the Company increased the estimated contingent payout to the maximum amount. Through December 31, 2014, the contingent consideration liability was increased to $1,800, with a charge of $500 to "Selling, general and administrative expenses" for the year ended December 31, 2014.
Proforma Operating Results
The following unaudited pro forma summary presents consolidated information as if the AHF and MedPro acquisitions had occurred on January 1, 2013. The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as amortization expense resulting from intangible assets acquired and adjustments to reflect the Company's borrowings and tax rates. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of January 1, 2013 or of results that may occur in the future.
|
|
Year Ended December 31, |
|
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|
|
2014 |
|
2013 |
|
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|
|
(Unaudited) |
|
||||
Net sales |
|
$ |
2,258,736 |
|
$ |
1,626,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
$ |
4,729 |
|
$ |
(26,967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share—basic |
|
$ |
0.12 |
|
$ |
(0.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share—diluted |
|
$ |
0.11 |
|
$ |
(0.80 |
) |
|
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5. FAIR VALUE MEASUREMENTS
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy was established, which prioritizes the inputs used in measuring fair value as follows:
Level 1: |
|
Observable inputs such as quoted prices in active markets; |
Level 2: |
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and |
Level 3: |
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
An asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:
A. |
Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. |
B. |
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). |
C. |
Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models). The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and disclosed at fair value on a recurring basis by the Company at December 31, 2014 and 2013: |
|
|
Asset |
|
Level 2 |
|
Level 3 |
|
Valuation |
|||
December 31, 2014: |
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration |
|
$ |
(11,691 |
) |
$ |
— |
|
$ |
(11,691 |
) |
C |
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
Redeemable common shares |
|
$ |
(53,370 |
) |
$ |
— |
|
$ |
(53,370 |
) |
A, C |
Contingent consideration |
|
|
(1,300 |
) |
|
— |
|
|
(1,300 |
) |
C |
Interest rate swap contract |
|
|
(16 |
) |
|
(16 |
) |
|
— |
|
C |
The following table sets forth a roll forward of the Level 3 measurements:
|
|
Redeemable |
|
Contingent |
|
||
Balance as of January 1, 2012 |
|
$ |
(41,849 |
) |
$ |
— |
|
Change in fair value |
|
|
(6,566 |
) |
|
— |
|
Redemptions |
|
|
29,393 |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012 |
|
|
(19,022 |
) |
|
— |
|
Change in fair value |
|
|
(34,348 |
) |
|
— |
|
AHF acquisition |
|
|
— |
|
|
(1,300 |
) |
|
|
|
|
|
|
|
|
Balance as of December 31, 2013 |
|
|
(53,370 |
) |
|
(1,300 |
) |
MedPro acquisition |
|
|
— |
|
|
(4,270 |
) |
Change in fair value |
|
|
9,073 |
|
|
(6,121 |
) |
Stock redemptions |
|
|
5,674 |
|
|
— |
|
Removal of redemption features |
|
|
7,116 |
|
|
— |
|
Conversion of redeemable common shares |
|
|
31,507 |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2014 |
|
$ |
— |
|
$ |
(11,691 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the redeemable common stock was determined by the Company's Board of Directors, with input from management. The nature of the material assumptions and estimates considered to determine the fair market value of the redeemable common stock are highly complex and subjective. Given the absence of a public trading market of the Company's common stock prior to the Company's IPO, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities issued as Compensation, the Board of Directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the redeemable common stock including:
• |
recent significant investments by sophisticated, institutional investors for purchases of the Redeemable Series A Preferred Stock, and the rights, privileges and preferences of such preferred stock to the redeemable common stock; |
• |
valuations of the Company's common stock performed by an unrelated third-party valuation specialist; |
• |
the Company's historical and projected operating and financial results; |
• |
the market performance and financial results of comparable publicly-traded companies; |
• |
industry or company-specific considerations; |
• |
likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company; |
• |
lack of marketability of the Company's common stock; and |
• |
the U.S. and global capital market conditions. |
See Note 4 for more information regarding the valuation of the contingent consideration liability.
The significant inputs, primarily the LIBOR yield curve, used to determine the fair value of the Company's interest rate swap contract were considered Level 2 observable market inputs. The Company monitored the credit and nonperformance risk associated with its counterparty and believed them to be insignificant and not warranting a credit adjustment at December 31, 2013.
The Company's interest rate swap agreement had an original notional amount of $2,160, equal to a mortgage loan with Bank of America. The purpose of the swap agreement was to fix the interest rate on the monthly balance of the mortgage and reduce exposure to interest rate fluctuations. Under the agreement, the Company paid the counterparty interest at a fixed rate of 2.72% and received interest at a variable rate, adjusted quarterly and based on LIBOR. Because this instrument was not classified as a hedging activity, changes in the fair value of this instrument were included in interest expense on the accompanying statements of operations. Fair value of the interest rate swap agreement was recorded in "Other accrued expenses" on the consolidated balance sheets at December 31, 2013. This agreement was terminated in February 2014 at a cost of $9.
Assets and liabilities of the Company measured at fair value on a nonrecurring basis at December 31, 2014 and 2013 are set forth in the table below:
|
|
Asset |
|
Level 3 |
|
Gain |
|
Valuation |
|||
December 31, 2014: |
|
|
|
|
|
|
|
|
|
|
|
Investment in non-consolidated entity |
|
$ |
— |
|
$ |
— |
|
$ |
(4,869 |
) |
C |
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale |
|
$ |
300 |
|
$ |
300 |
|
$ |
(932 |
) |
C |
The Company fully impaired its non-consolidated entity investment in 2014. Refer to note 10. The Company determined the fair value of the assets held for sale through review of comparable property sales in 2013. Refer to note 7.
The carrying amounts of the Company's financial instruments, consisting primarily of cash and cash equivalents, accounts receivable, accounts payable and other liabilities, approximate their estimated fair values due to the relative short-term nature of the amounts. The carrying amount of debt, when it was outstanding, approximated fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing.
|
6. INVENTORIES
Inventories consist of the following:
|
|
December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Prescription medications, OTC medications and medical supplies, and non-medical retail items |
|
$ |
110,464 |
|
$ |
56,155 |
|
Raw materials |
|
|
208 |
|
|
284 |
|
Finished goods |
|
|
11 |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
$ |
110,683 |
|
$ |
56,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
|
|
|
December 31, |
|
||||
|
|
Useful Life |
|
2014 |
|
2013 |
|
||
Land |
|
— |
|
$ |
332 |
|
$ |
332 |
|
Buildings |
|
40 years |
|
|
8,362 |
|
|
7,419 |
|
Building and leasehold improvements |
|
5 - 15 years* |
|
|
760 |
|
|
889 |
|
Equipment and fixtures |
|
5 - 10 years |
|
|
7,221 |
|
|
6,572 |
|
Computer equipment |
|
3 - 5 years |
|
|
2,665 |
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,340 |
|
|
17,308 |
|
Accumulated depreciation |
|
|
|
|
(6,190 |
) |
|
(4,930 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,150 |
|
$ |
12,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Unless applicable lease term is shorter |
In 2012, the Company adopted a plan to dispose of its office facilities that were formerly used as its corporate headquarters and reflected the property as assets held for sale of $1,232. The Company determined that the carrying value of the underlying assets exceeded their fair value in 2013. Consequently, the Company recorded an impairment loss of $932, which represents the excess carrying values of the assets over their fair value, less cost to sell. In 2013, the carrying value of the assets held for sale of $300 was shown in "Prepaid expenses and other current assets" in the consolidated balance sheets. The property was sold in 2014. No gain or loss was recognized on the sale.
Depreciation expense for the year ended December 31, 2014, 2013 and 2012 was $1,474, $1,365 and $1,798, respectively.
|
8. CAPITALIZED SOFTWARE FOR INTERNAL USE
Capitalized software for internal use consists of the following:
|
|
|
|
December 31, |
|
||||
|
|
Useful Life |
|
||||||
|
|
2014 |
|
2013 |
|
||||
Capitalized software for internal use |
|
3 years |
|
$ |
14,225 |
|
$ |
13,638 |
|
Construction in progress |
|
|
|
|
9,661 |
|
|
941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,886 |
|
|
14,579 |
|
Accumulated amortization |
|
|
|
|
(10,650 |
) |
|
(8,015 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,236 |
|
$ |
6,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for the years ended December 31, 2014, 2013 and 2012 amounted to $2,635, $2,568 and $2,021, respectively. Estimated future amortization expense is as follows:
2015 |
|
$ |
3,915 |
|
2016 |
|
|
4,363 |
|
2017 |
|
|
3,345 |
|
2018 |
|
|
1,613 |
|
|
|
|
|
|
|
|
$ |
13,236 |
|
|
|
|
|
|
|
|
|
|
|
|
9. GOODWILL AND OTHER INTANGIBLE ASSETS
(a) |
Goodwill |
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows:
|
|
2014 |
|
2013 |
|
||
Beginning balance |
|
$ |
1,537 |
|
$ |
— |
|
AHF purchase accounting adjustment |
|
|
(24 |
) |
|
— |
|
Goodwill acquired during the year |
|
|
21,635 |
|
|
1,537 |
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
23,148 |
|
$ |
1,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
Acquired Intangible Assets |
Intangible assets consist of the following:
|
|
December 31, 2014 |
|
|||||||||
|
|
Original |
|
Gross |
|
Accumulated |
|
Net Carrying |
|
|||
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Patient relationships |
|
7.5 yrs |
|
$ |
29,100 |
|
|
(2,895 |
) |
|
26,205 |
|
Trade names and trademarks |
|
10 yrs |
|
|
10,100 |
|
|
(575 |
) |
|
9,525 |
|
Non-compete employment agreements |
|
5 yrs |
|
|
4,999 |
|
|
(560 |
) |
|
4,439 |
|
Intellectual property |
|
10 yrs |
|
|
2,157 |
|
|
— |
|
|
2,157 |
|
Software licensing agreement |
|
4 yrs |
|
|
2,647 |
|
|
— |
|
|
2,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
49,003 |
|
|
(4,030 |
) |
|
44,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
|||||||||
|
|
Original |
|
Gross |
|
Accumulated |
|
Net carrying |
|
|||
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Patient relationships |
|
10 yrs |
|
$ |
5,100 |
|
|
— |
|
$ |
5,100 |
|
Trade names and trademarks |
|
10 yrs |
|
|
1,400 |
|
|
— |
|
|
1,400 |
|
Non-compete employment agreements |
|
5 yrs |
|
|
600 |
|
|
— |
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
7,100 |
|
|
— |
|
$ |
7,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On August 28, 2014, the Company and two unrelated third party entities entered into a contribution agreement to form a new company, Primrose Healthcare, LLC ("Primrose"). Primrose functions as a management company, managing a network of physicians and medical professionals providing continuum care for patients infected with the Hepatitis C virus. The Company has committed to contributing $5,000 for its 51% interest, of which $3,000 was contributed in 2014 with the remainder to be contributed during 2015. The unrelated third party entities contributed a software licensing agreement valued at $2,647 and intellectual property valued at $2,157. No amortization related to these intangibles has been recorded as the entity has yet to recognize any revenue.
Aggregate amortization expense for amortizing intangible assets was $4,030 for the year ended December 31, 2014. Estimated future amortization expense is as follows:
2015 |
|
$ |
7,841 |
|
2016 |
|
|
7,438 |
|
2017 |
|
|
7,010 |
|
2018 |
|
|
6,609 |
|
2019 |
|
|
5,016 |
|
Thereafter |
|
|
11,059 |
|
|
|
|
|
|
|
|
$ |
44,973 |
|
|
|
|
|
|
|
|
|
|
|
|
10. INVESTMENT IN NON-CONSOLIDATED ENTITIES
In October 2011, the Company purchased a 25% minority interest in WorkSmartMD, L.L.C., also known as Ageology, for $5,000 of cash consideration, which was paid in installments during 2011, 2012 and 2013. No further payments or other commitments are required as of December 31, 2014. Because the Company does not direct the activities that most significantly impact the economic performance of Ageology, management has determined that the Company is not its primary beneficiary.
Ageology is an anti-aging physician network dedicated to nutrition, fitness and hormones, and has created a commercial software product for anti-aging physician practices that became a saleable product during the latter half of 2014. The Company accounts for Ageology under the equity method, as it has significant influence over its operations. The Company's portion of Ageology's net losses for the years ended December 31, 2014, 2013 and 2012 were $1,339, $1,055 and $267, respectively. The Company's equity investment balance in Ageology at December 31, 2013 was $3,577.
During January 2014, the Company entered into a $500, 8% per annum interest bearing secured promissory note receivable from Ageology. During November and December 2013, the Company entered into two $1,000 6% per annum interest-bearing promissory notes receivable from Ageology. The notes are secured by all personal property and fixtures owned by Ageology. While due on demand, the Company does not intend to call the notes any time prior to December 31, 2015 and, accordingly, reflected the notes as noncurrent assets within "Investment in non-consolidated entities" on the December 31, 2013 consolidated balance sheet. In addition, in 2014 transactions unrelated to the Company, an affiliated entity of the Company's chief executive officer has personally loaned $4,450 to Ageology as of December 31, 2014.
During the fourth quarter of 2014, the Company reassessed the recoverability of its investment in Ageology. Based upon this assessment, it was determined that a full impairment was warranted, primarily due to updated projections of continuing losses into the foreseeable future. The $4,869 impairment is contained within "Equity loss and impairment of non-consolidated entities" for the year ended December 31, 2014.
The following tables present summarized financial information of Ageology:
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Statements of Operations |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
44 |
|
$ |
1 |
|
$ |
26 |
|
Net loss |
|
|
(5,801 |
) |
|
(4,220 |
) |
|
(1,069 |
) |
|
|
December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Balance Sheets |
|
|
|
|
|
|
|
Current assets |
|
$ |
56 |
|
$ |
633 |
|
Noncurrent assets |
|
|
83 |
|
|
53 |
|
Current liabilities |
|
|
7,391 |
|
|
2,138 |
|
In December 2014, the Company invested $3,500 in Physician Resource Management, Inc. in exchange for a 15% equity position. The Company is accounting for this investment under the cost method as the Company does not have significant influence over its operations.
|
11. LINE OF CREDIT
In July 2012, the Company entered into a credit facility ("facility") with General Electric Capital Corporation ("GE") that provided for borrowings under a revolving line of credit of up to $60,000. In 2013, the facility was amended to increase the commitment under the revolving line of credit to $85,000. In June 2014, the facility was further amended to increase the commitment under the line of credit to $120,000. The amended facility provides for issuances of letters of credit up to $3,000 and swing loans up to $5,000. Additionally, the facility permits incremental increases in the amount of borrowings under the line of credit or issuances of term loans in the aggregate amount of $25,000, subject to certain conditions. Advances under the revolving credit loan commitment are limited to a borrowing base that consists of approximately 85% of the book value of eligible accounts receivable less the aggregate amount of letters of credit and swing loans. The facility matures on July 20, 2017. As of December 31, 2014, the Company had no borrowings outstanding after paying all outstanding borrowings in October 2014 with proceeds received from its IPO. The Company had $108,272 available to borrow under its line of credit at December 31, 2014.
The Company is required to maintain a depository bank account where money is collected and swept directly to the line of credit. Interest on borrowings are charged at a rate equal to either: (a) the base rate, which equates to the rate last quoted by The Wall Street Journal as the "Prime Rate" or as further defined in the agreement in the absence of such, plus an applicable margin (the "Base Rate"); or (b) LIBOR, as defined by the agreement, plus an applicable margin. The applicable margin on the Base Rate borrowings is 0.75% and on LIBOR rate borrowings is 1.75%. The effective interest rate for Base Rate borrowings at December 31, 2013 was 4.00%. The effective rate on LIBOR rate borrowings at December 31, 2013 was 1.92%. At December 31, 2013, the Company had Base Rate borrowings outstanding in the amount $37,622 and LIBOR rate borrowings outstanding in the amount of $25,000. The Company is charged a monthly unused commitment fee ranging from 0.25% to 0.50% on the average unused daily balance. The facility is collateralized by security interest in and lien upon substantially all of the Company's assets, not otherwise encumbered.
The facility with GE contains certain financial and non-financial covenants. The Company was in compliance with all covenants as of December 31, 2014.
|
12. DEBT
Debt, including debt obligations to related parties, consists of the following:
|
|
December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Note payable to a former shareholder; payable monthly in the amount of $242 - $282 including interest at 1.3% through January 2017; secured by redeemed shares held in escrow per the pledge agreement and subordinated to the line of credit commitment and the mortgage loan |
|
$ |
— |
|
$ |
14,252 |
|
Note payable to a shareholder; payable quarterly in the amount of $100 including interest at 1.3%; through July 2017; secured by redeemed shares held in escrow per the pledge agreement and subordinated to the line of credit commitment and the mortgage loan |
|
|
— |
|
|
7,235 |
|
Mortgage with JPMorgan Chase; payable in quarterly payments of principal of $124 plus interest at a rate per year equal to the adjusted LIBOR rate (2.16% effective rate at December 31, 2013) plus the floating rate (4.25% effective rate at December 31, 2013); matured June 30, 2014 |
|
|
— |
|
|
2,728 |
|
Note payable to a former employee; payable quarterly in the amount of $79 including interest at 4.25%; through July 2017; secured by redeemed shares held in escrow per the pledge agreement and subordinated to the line of credit commitment and the mortgage loan |
|
|
— |
|
|
1,087 |
|
Note payable to a former shareholder; payable quarterly in the amount of $40 interest free; through June 2015; unsecured and subordinated to the line of credit commitment and the mortgage loan |
|
|
— |
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
25,542 |
|
Less short-term debt, including current portion of long-term debt |
|
|
— |
|
|
(6,693 |
) |
|
|
|
|
|
|
|
|
Long-term debt, less current portion |
|
$ |
— |
|
$ |
18,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In October 2014, the Company repaid $80,458 of its outstanding borrowings, including borrowings under its line of credit, with proceeds received from its IPO.
The Company recognized related party interest expense of $781, $357 and $289 for the years ended December 31, 2014, 2013 and 2012, respectively.
|
13. MANDATORILY REDEEMABLE COMMON SHARES
Upon the closing of the Company's IPO, 2,423,616 shares of redeemable common stock outstanding were converted into shares of no par value common stock on a one-for-one basis.
Several years prior to its IPO, the Company issued 552,500 shares of Class A and 10,497,500 shares of Class B common stock to two shareholders that had certain redemption features which provided that upon the death of the shareholder or termination of his employment from the Company, all such outstanding shares owned by such shareholder would immediately be deemed to be offered for sale to the Company at an agreed-upon price meant to represent the then-current fair value of such shares. Due to this repurchase feature, the Company would be required to purchase the shares. Pursuant to this provision, the common shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their period end estimated fair value. Changes in fair value are reflected as "Changes in fair value of redeemable common shares" on the consolidated statements of operations. Fair value was determined based on good faith estimates of the Company's Board of Directors, in some cases with the assistance of independent third party valuations of the Company. Refer to Note 5.
In January 2012, in conjunction with the termination of one of these shareholders, the Company redeemed 276,250 shares of Class A Voting Common Stock and 5,248,750 shares of Class B Nonvoting Common Stock for an aggregate redemption price of $20,978, of which $2,065 was paid in cash, forgiveness of a note receivable of $196 and the remaining $18,717 was payable under the terms of an executed promissory note. In September 2012, pursuant to mutual agreement of the other shareholder and the Company, the Company redeemed 276,250 shares of Class A Voting Common Stock and 2,061,250 shares of Class B Nonvoting Common Stock for an aggregate redemption price of $8,415, of which $786 was paid in cash and the remaining $7,629 was payable under terms of an executed promissory note.
At December 31, 2013, 3,187,500 shares of mandatorily redeemable common stock were outstanding.
The Company redeemed 143,339 common shares in exchange for cash of $2,400 pursuant to a Stock Redemption Agreement, dated January 2014.
The Company redeemed 195,545 common shares in exchange for cash of $3,274 pursuant to a Stock Redemption Agreement, dated April 2014.
In June 2014, the holder of 425,000 redeemable common shares transferred them into a separate trust. On such date, the redemption provisions on the transferred shares were terminated and the fair value of the common shares of $7,116 was reclassified from the liability to shareholders' equity.
|
14. REDEEMABLE SERIES A PREFERRED STOCK
Upon the closing of the Company's IPO, the shares of Redeemable Series A Preferred Stock outstanding were converted into shares of Class C Voting Common Stock on a one-for-one basis. The shares of Class C Voting Common Stock were then immediately converted into shares of no par value common stock on a one-for-one basis.
Prior to its IPO, the Series A Preferred Stock had a zero coupon rate, optional redemption rights and had liquidation preferences. The Series A Preferred Stock was also convertible into Class C Voting Common Stock at any time at the option of the holder on a one-for-one basis, subject to certain adjustments. The initial conversion price per share for Series A Preferred Stock was the original issue price, subject to adjustment, as defined. The Series A Preferred Stock was entitled to vote as if converted into Class C Voting Common Stock. The Series A Preferred Stock automatically converted into Class C Voting Common Stock upon either (i) a qualified common stock public offering, as defined, or (ii) an affirmative vote of the majority of the Series A Preferred Stock.
The holders of the Series A Preferred Stock, upon an affirmative vote of the majority, could have demanded redemption of all outstanding shares of Series A Preferred Stock anytime on or after the earlier of (i) January 23, 2021, (ii) such time as the Company's aggregate market price, as defined, was equal or greater than $5,000,000, and (iii) such time as certain changes were made to the Company's Board of Directors, certain executive officers and/or certain controlling shareholders. The redemption price was payable in cash and would be the greater of the original issuance price plus all declared but unpaid dividends and fair market value, as defined. Due to these redemption features, the Series A Preferred Stock was reflected outside of permanent equity on the consolidated balance sheet. Upon a liquidation event, as defined, the Series A Preferred stockholders were entitled to receive the greater of (i) the sum of the original issuance price plus a 15% return compounded annually and (ii) the amount they would receive upon the liquidation had the Series A Preferred Stock converted into Class C Voting Common Stock on the liquidation date.
In January 2014, the Company entered into a Series A Preferred Stock Purchase Agreement with certain funds of T. Rowe Price Associates, Inc. ("T. Rowe") under which the Company issued to T. Rowe 2,986,229 shares of Series A Preferred Stock at a purchase price of $16.74 per share. The Company used $20,000 of this $50,000 investment for general corporate purposes inclusive of fees associated with this transaction, and the remaining $30,000 was distributed to holders of common stock including 143,339 redeemable shares ($26,900) and holders of options to acquire common stock ($3,100) (Note 16).
In April 2014, the Company entered into a Series A Preferred Stock Purchase Agreement with certain funds of Janus Capital Management LLC ("Janus") under which the Company issued to Janus 3,225,127 shares of Series A Preferred Stock at a purchase price of $16.74 per share. The Company used $25,200 of this $54,000 investment for general corporate purposes inclusive of fees associated with this transaction, and the remaining $28,800 was distributed to holders of common stock including 195,545 redeemable shares ($26,500) and holders of options to acquire common stock ($2,300) (Note 16).
|
15. SHAREHOLDERS' EQUITY (DEFICIT) AND NON-CONTROLLING INTERESTS
Capital Stock
Effective September 2014, the Company amended its Certificate of Incorporation to change its authorized capital stock to consist of (i) 590 million shares of common stock, no par value, of which 51,457,023 shares were issued and outstanding as of December 31, 2014, and (ii) 10 million authorized shares of preferred stock.
In January 2014, the Company's authorized capital stock consisted of (i) 42,500,00 shares of Class A Voting Common Stock, (ii) 807,500,000 shares of Class B Nonvoting Common Stock, (iii) 2,992,000 shares of Class C Voting Stock and (iv) 2,992,000 of Series A Preferred Stock. On March 31, 2014, pursuant to the Second Amended and Restated Articles of Incorporation, the Company's authorized capital stock was amended further to provide for a total of 6,222,000 shares of Series A Preferred Stock and 6,222,000 shares of Class C Voting Stock.
Prior to January 2014, the Company's authorized capital stock consisted of 42,500,000 shares of Class A Voting Common Stock and 807,500,000 of Class B Nonvoting Common Stock.
Common Stock
No Par, Common
In October 2014, the Company issued and sold 11,000,000 shares of its no par common stock and certain existing shareholders sold 4,333,333 shares in its initial public offering at an offering price of $13.00 per share. The Company received net proceeds of approximately $130,440 after deducting underwriting discounts and commissions of $9,652, and other offering expenses of $2,908. The Company did not receive any proceeds from the sale of common stock by the existing shareholders. Immediately prior to the closing of the IPO, each share of the then outstanding shares of capital stock totaling 40,448,744 shares converted into one share of no par common stock. Accordingly, $15,575 of previously contributed capital was reclassified into common stock leaving only accumulated stock-based compensation and related excess income tax benefits in the additional paid-in capital account.
Holders of common stock are entitled to one vote per share and to receive dividends. The holders have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock as described below with respect to dividend rights or rights upon liquidation, winding up, and dissolution of the Company.
Class A, B and C Common
Prior to the closing of the IPO, each class of common stock had equal and identical rights, preferences and limitations, other than voting. The Class B common stock did not have any voting rights, but Class A and Class C had 20 votes per share and one vote per share, respectively.
In August 2014, the Company issued 372,486 shares of Class B Nonvoting Common Stock to a non-employee relative (and associated trusts) of the Company's chief executive officer, in connection with the termination of an existing Stock Redemption Agreement. The Company recorded a charge of $4,842 during the year ended December 31, 2014 to "Termination of existing Stock Redemption Agreement" in the consolidated statements of operations upon issuance of the shares. The value of the issued shares was based on the Company's initial public offering price of $13.00 per share.
In June 2014, the Company issued 716,695 shares of Class B Nonvoting Common Stock, valued at approximately $12,000, in connection with its acquisition of MedPro. Refer to Note 4.
Upon the closing of the IPO, the Class A, Class B and Class C common shares were converted into shares of the Company's no par value common stock on a one-for-one basis.
Preferred Stock
The Company's authorized capital stock includes 10 million shares of preferred stock. The shares of preferred stock may be divided into and issued in one or more series. The Board of Directors is authorized to issue preferred stock from time to time in one or more series, with such designations and such relative voting, dividend, liquidation and other rights, preferences and limitations as may be adopted by the Board of Directors. No shares of preferred stock were issued or outstanding as of December 31, 2014.
Noncontrolling Interest
Noncontrolling interests in consolidated subsidiaries in the consolidated balance sheets represent minority stockholders' proportionate share of the equity in Primrose.
|
16. SHARE-BASED COMPENSATION
Stock Options
Effective October 2014, the Company established the 2014 Omnibus Incentive Plan ("2014 Plan"), which permits the granting of stock options, stock appreciation rights, restricted stock units and other stock-based awards. The 2014 Plan authorizes up to 4,000,000 shares of common stock for awards to be issued to employees, directors or consultants of the Company. The stock-based awards will be issued at no less than the market price on the date the awards are granted. Under the 2014 Plan, the Company issued 982,000 stock option awards settleable in shares to key employees on October 9, 2014. The options generally become exercisable in installments of 25% per year, beginning on the first anniversary of the grant date and each of the three anniversaries thereafter, and have a maximum term of ten years.
The Company's 2007 Stock Option Plan, as amended ("2007 Plan"), authorized the granting of stock options to employee, directors or consultants at no less than the market price on the date the option was granted. Options generally become exercisable in installments of 25% per year, beginning on the first anniversary of the grant date and each of the three anniversaries thereafter, and have a maximum term of ten years. No further awards will be granted under the 2007 Plan. All outstanding awards previously granted under the 2007 Plan, including those granted in 2014, will continue to be governed by their existing terms.
The Company recorded share-based compensation expense associated with stock options of $2,846, $886 and $915 for the years ended December 31, 2014, 2013 and 2012, respectively. The Company recognized an excess tax benefit related to share-based compensation expense associated with stock options of $3,689 for the year ended December 31, 2014.
The grant-date fair value of each option award is estimated using the Black-Scholes-Merton option pricing model using the assumptions set forth in the following table:
|
|
Year Ended December 31, |
||||
|
|
2014 |
|
2013 |
|
2012 |
Exercise price of options |
|
$13.00 - $16.74 |
|
$5.88 - $16.16 |
|
$4.28 - $5.98 |
Expected volatility |
|
23.2% - 24.3% |
|
23.3% - 25.3% |
|
22.5% - 25.3% |
Expected dividend yield |
|
0% |
|
0% |
|
0% |
Risk-free interest rate for the estimated expected term |
|
1.82 - 1.85% |
|
0.65 - 1.27% |
|
0.55 - 0.66% |
Expected term (in years) |
|
6.25 |
|
4.00 |
|
4.00 |
Estimating grant date fair values for employee stock options requires management to make assumptions regarding the current value of the Company's common shares, expected volatility of value of those underlying shares, the risk-free rate over the expected life of the stock options, and the date on which share-based payments will be settled. Prior to the closing of the IPO, the Company estimated its common share fair value using the income approach and market approach using the market comparable method. Expected volatility is based on an implied volatility for a group of industry-relevant healthcare companies as of the measurement date. Risk-free rate is determined based upon U.S. Treasury rates over the estimated expected option lives. Expected dividend yield is zero as the Company does not anticipate that any dividends will be declared during the expected term of the options. The expected term of options granted is calculated using the simplified method (the midpoint between the end of the vesting period and the end of the maximum term) because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its awards have been outstanding. If actual results differ significantly from these estimates and assumptions, share-based compensation expense, primarily with respect to future share-based awards, could be materially impacted.
A summary of the Company's stock option activity for the periods indicated is as follows:
|
|
Number |
|
Weighted |
|
Weighted |
|
Aggregate |
|
||||
|
|
|
|
|
|
(Years) |
|
|
|
||||
Outstanding at January 1, 2012 |
|
|
4,858,568 |
|
$ |
2.47 |
|
|
7.2 |
|
$ |
1,412 |
|
Granted |
|
|
2,109,594 |
|
|
4.43 |
|
|
|
|
|
|
|
Expired/cancelled |
|
|
(1,412,700 |
) |
|
2.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012 |
|
|
5,555,462 |
|
|
3.28 |
|
|
7.5 |
|
|
14,976 |
|
Granted |
|
|
1,102,042 |
|
|
9.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013 |
|
|
6,657,504 |
|
|
4.30 |
|
|
7.0 |
|
|
69,732 |
|
Granted |
|
|
1,867,588 |
|
|
14.77 |
|
|
|
|
|
|
|
Expired/cancelled |
|
|
(1,307,761 |
) |
|
1.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014 |
|
|
7,217,331 |
|
$ |
7.54 |
|
|
6.9 |
|
$ |
142,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2014 |
|
|
3,656,139 |
|
$ |
4.65 |
|
|
6.1 |
|
$ |
82,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average grant-date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $3.37, $1.30 and $0.29, respectively.
In May 2014, the Company entered into a Stock Option Redemption Agreement with a former executive whereby the Company redeemed vested stock options to acquire 884,000 shares of common stock, comprised of 44,200 shares of Class A Voting Common Stock and 839,800 shares of Class B Nonvoting Common Stock, for the cash purchase price of $4,000. No incremental compensation expense was recognized as a result of this redemption.
In January 2014, the Company redeemed vested stock options to buy 148,650 shares of Class A Voting Common Stock and 91,118 shares of Class B Nonvoting Common Stock from certain current employees for cash consideration, totaling $3,100. In April 2014, the Company redeemed vested stock options to buy 9,696 shares of Class A Voting Common Stock and 174,297 shares of Class B Nonvoting Common Stock from certain current employees for cash consideration, totaling $2,300. No incremental compensation expense was recognized as a result of these redemptions.
During 2012, the Company redeemed vested stock options to buy 88,400 shares of Class A Voting Common Stock and 1,684,700 shares of Class B Nonvoting Common Stock from two former employees for total consideration of $2,466 which resulted in a reduction of additional paid-in capital of $513 and an increase in accumulated deficit of $1,953.
At December 31, 2014, the total compensation cost related to non-vested options not yet recognized was $6,819, which will be recognized over a weighted average period of 3.2 years, assuming the employees complete their service period for vesting of the options.
Restricted Stock Awards
Under the 2014 Plan, the Company issued restricted stock awards to non-employee directors. The value of the restricted stock awards is determined by the market value of the Company's common stock at the date of grant. The value of the restricted stock awards is recorded as compensation expense over the restriction period, which is one year.
The Company recorded share-based compensation expense associated with restricted stock awards of $25 for the year ended December 31, 2014. At December 31, 2014, the total compensation cost related to non-vested restricted stock awards not yet recognized was $125, which will be recognized during 2015, assuming the non-employee directors complete their service period for vesting of the restricted stock awards.
A summary of the Company's restricted stock award activity for the period indicated is as follows:
|
|
Number |
|
Weighted |
|
||
Nonvested at January 1, 2014 |
|
|
— |
|
$ |
— |
|
Granted |
|
|
8,277 |
|
|
18.12 |
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2014 |
|
|
8,277 |
|
$ |
18.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17. INCOME TAXES
As disclosed in Note 2, on January 23, 2014, the Company changed its income tax status from an S corporation to a C corporation. Accordingly, on that date, the Company recorded a net deferred income tax liability of $2,965 and a corresponding charge to deferred income tax expense.
Significant components of the expense for income taxes for the period from January 23, 2014 to December 31, 2014 are as follows:
Current: |
|
|
|
|
Federal |
|
$ |
(4,752 |
) |
State and local |
|
|
(1,198 |
) |
|
|
|
|
|
Total current |
|
|
(5,950 |
) |
Deferred: |
|
|
|
|
Federal |
|
|
1,087 |
|
State and local |
|
|
208 |
|
|
|
|
|
|
Total deferred |
|
|
1,295 |
|
|
|
|
|
|
|
|
$ |
(4,655 |
) |
|
|
|
|
|
|
|
|
|
|
The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense for the year ended December 31, 2014 is as follows:
Income tax expense at U.S. statutory rate |
|
$ |
(3,222 |
) |
Tax effect from: |
|
|
|
|
Earnings while a S corporation |
|
|
499 |
|
Loss on noncontrolling interest |
|
|
(79 |
) |
Adoption of C corporation status |
|
|
(2,965 |
) |
State income taxes, net of federal benefit |
|
|
(351 |
) |
Change in fair value of redeemable common shares |
|
|
3,176 |
|
Termination of existing stock redemption agreement |
|
|
(1,695 |
) |
Other non-deductible expenses |
|
|
(271 |
) |
Other |
|
|
253 |
|
|
|
|
|
|
Income tax expense |
|
$ |
(4,655 |
) |
|
|
|
|
|
|
|
|
|
|
Significant components of deferred tax assets and liabilities at December 31, 2014 are as follows:
Deferred tax assets: |
|
|
|
|
Inventories |
|
$ |
449 |
|
Compensation and benefits |
|
|
2,731 |
|
Allowance for doubtful accounts |
|
|
1,180 |
|
Other temporary differences |
|
|
488 |
|
|
|
|
|
|
Total deferred tax assets |
|
|
4,848 |
|
Deferred tax liabilities: |
|
|
|
|
Property and intangible assets |
|
|
(2,853 |
) |
Prepaid expenses |
|
|
(700 |
) |
|
|
|
|
|
Total deferred tax liabilities |
|
|
(3,553 |
) |
|
|
|
|
|
Net deferred tax assets |
|
$ |
1,295 |
|
|
|
|
|
|
|
|
|
|
|
The Company prepares and files tax returns based on interpretations of tax laws and regulations. In the normal course of business, the Company's tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. In determining the Company's tax provision for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless it is determined to be more likely than not that such tax positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return if it believes it is more likely than not that such tax position would be sustained. There is considerable judgment involved in determining whether it is more likely than not that such tax positions would be sustained. As of December 31, 2014, the Company concluded there were no significant uncertain tax positions requiring recognition in its consolidated financial statements.
The Company would adjust its tax reserve estimates periodically because of ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax provision of any given year includes adjustments to prior year income tax accruals and related estimated interest charges that are considered appropriate. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.
|
18. INCOME (LOSS) PER COMMON SHARE
For the period January 23, 2014 through October 9, 2014, the pricing date of the Company's IPO, the Company computed net income per common share using the two-class method as its Redeemable Series A Preferred Stock met the definition of a participating security and thereby shared in the net income or loss of the Company on a ratable basis with the common shareholders. The preferred stock's portion of net income for the year ended December 31, 2014 was 10%. Concurrent with the closing of the Company's IPO, all outstanding Redeemable Series A Preferred Stock converted into Class C Voting Common Stock, which then immediately converted into no par common stock. However, the Company then began granting shares of restricted stock that also meet the definition of a participating security and therefore continues to use the two class method to compute income (loss) per share.
Basic income per common share is computed by dividing net income allocable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income per common share further includes any common shares available to be issued upon exercise of outstanding stock options, conversion of preferred stock and vesting of restricted stock if such inclusion would be dilutive.
The following table presents the calculation of basic and diluted income (loss) per common share:
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
$ |
4,776 |
|
$ |
(26,120 |
) |
$ |
(2,639 |
) |
Less: income attributable to preferred shareholders |
|
|
458 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders. |
|
$ |
4,318 |
|
$ |
(26,120 |
) |
$ |
(2,639 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic |
|
|
35,990,122 |
|
|
33,141,500 |
|
|
33,141,500 |
|
Weighted average dilutive effect of stock options and restricted stock awards |
|
|
2,545,202 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, diluted |
|
|
38,535,325 |
|
|
33,141,500 |
|
|
33,141,500 |
|
Net income (loss) per share attributable to common shareholders: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.12 |
|
$ |
(0.79 |
) |
$ |
(0.08 |
) |
Diluted |
|
$ |
0.11 |
|
$ |
(0.79 |
) |
$ |
(0.08 |
) |
The effect of certain stock options and all Redeemable Series A Preferred Stock were excluded from the computation of diluted weighted average common shares outstanding for all applicable periods presented as inclusion of such items would be anti-dilutive. Options to purchase 695,535, 6,657,504 and 5,555,462 common shares were not included in the computation of diluted earnings per share because they were anti-dilutive during the years ended December 31, 2014, 2013 and 2012, respectively. All outstanding restricted stock awards were dilutive in 2014.
|
19. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. In the opinion of management, the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.
Purchase Commitments
The Company purchases a significant portion of its prescription drug inventory from AmerisourceBergen, a prescription drug wholesaler. These purchases accounted for approximately 57%, 58% and 64% of cost of goods sold for the years ended December 31, 2014, 2013 and 2012, respectively. The Company entered into an agreement in January 2012 with AmerisourceBergen that requires a minimum of $3,500,000 in purchase obligations over a five-year period. The Company fully expects to meet this requirement. Furthermore, the Company has alternative vendors available if necessary.
The Company purchases certain prescription drugs from Celgene, a drug manufacturer. These purchases accounted for approximately 15%, 19% and 21% of cost of goods sold for the years ended December 31, 2014, 2013 and 2012, respectively, with no minimum purchase obligation.
Lease Commitments
Capital lease obligations: In 2010, the Company entered into four agreements to lease telephone equipment with an original cost of $551. These agreements qualify as a capital lease and, as such, they are included in the equipment account on the accompanying balance sheets. The leases were fully depreciated in 2013 and there are no future minimum lease payments.
Operating lease obligations: The Company leases multiple pharmacy and distribution facilities and office equipment under various operating lease agreements expiring through December 2017. Total rental expense under operating leases for the years ended December 31, 2014, 2013 and 2012 was $2,237, $1,109 and $460, respectively, exclusive of property taxes, insurance and other occupancy costs generally payable by the Company.
Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year as of December 31, 2014 are as follows:
2015 |
|
$ |
1,809 |
|
2016 |
|
|
1,242 |
|
2017 |
|
|
482 |
|
2018 |
|
|
239 |
|
2019 |
|
|
69 |
|
|
|
|
|
|
|
|
$ |
3,841 |
|
|
|
|
|
|
|
|
|
|
|
|
20. SUBSEQUENT EVENT
On February 26, 2015, the Company signed a definitive agreement to acquire BioRx, LLC ("BioRx"), a highly specialized pharmacy and infusion services company that provides treatments for patients with ultra-orphan and rare, chronic diseases based in Cincinnati, Ohio. Under the terms of the Agreement, Diplomat will purchase BioRx for $210,000 in cash and approximately $105,000 in Diplomat common stock (4.1 million shares) upon the closing of the transaction, which is expected to occur in March or April 2015, subject to customary closing conditions. Under the terms of a one year contingent earnout, BioRx can earn an additional 1.3 million shares of Diplomat common stock upon achieving an EBITDA-based metric.
|
21. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table summarizes selected quarterly financial data for each of the eight quarters in the years ended December 31, 2014 and 2013:
|
|
For the 2014 Quarter Ended |
|
||||||||||
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
Net sales |
|
$ |
465,677 |
|
$ |
541,675 |
|
$ |
595,529 |
|
$ |
612,075 |
|
Gross profit |
|
|
29,509 |
|
|
29,568 |
|
|
40,165 |
|
|
40,897 |
|
Income (loss) before income taxes |
|
|
5,507 |
|
|
2,415 |
|
|
6,968 |
|
|
(5,684 |
) |
Net income (loss) |
|
|
1,690 |
|
|
1,675 |
|
|
4,541 |
|
|
(3,355 |
) |
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
|
1,690 |
|
|
1,675 |
|
|
4,541 |
|
|
(3,130 |
) |
Basic income (loss) per common share |
|
|
0.05 |
|
|
0.04 |
|
|
0.12 |
|
|
(0.06 |
) |
Diluted income (loss) per common share |
|
|
0.04 |
|
|
0.04 |
|
|
0.11 |
|
|
(0.06 |
) |
|
|
For the 2013 Quarter Ended |
|
||||||||||
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
Net sales |
|
$ |
343,670 |
|
$ |
360,855 |
|
$ |
398,627 |
|
$ |
411,987 |
|
Gross profit |
|
|
20,376 |
|
|
20,266 |
|
|
23,130 |
|
|
25,254 |
|
Income (loss) before income taxes |
|
|
1,915 |
|
|
1,599 |
|
|
3,008 |
|
|
(32,642 |
) |
Net income (loss) |
|
|
1,915 |
|
|
1,599 |
|
|
3,008 |
|
|
(32,642 |
) |
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
|
1,915 |
|
|
1,599 |
|
|
3,008 |
|
|
(32,642 |
) |
Basic income (loss) per common share |
|
|
0.06 |
|
|
0.05 |
|
|
0.09 |
|
|
(0.98 |
) |
Diluted income (loss) per common share |
|
|
0.06 |
|
|
0.05 |
|
|
0.09 |
|
|
(0.98 |
) |
The Company's results were impacted by the following:
• |
Quarter ended December 31, 2014: The Company recorded a full impairment of its non-consolidated investment in Ageology of $(4,869). The Company recognized contingent consideration expense of $(5,464), primarily due to an increase in its MedPro contingent consideration liability based upon MedPro’s favorable operating results. |
• |
Quarter ended December 31, 2013: The Company recorded an adjustment to reflect the change in fair value of its redeemable common shares of $(34,348). |
|
a) Principles of Consolidation
The consolidated financial statements include the accounts of Diplomat Pharmacy, Inc. and its wholly-owned subsidiaries, and a 51%-owned subsidiary, formed in August 2014, which the Company controls. The Company also owns a 25% interest in a non-consolidated entity which is accounted for under the equity method of accounting since the Company does not control but has the ability to exercise significant influence over operating and financial policies. Investment in an entity in which the Company owns less than 20% and does not have the ability to exercise significant influence is accounted for under the cost method.
Noncontrolling interest in a consolidated subsidiary in the consolidated balance sheets represents the minority shareholders' proportionate share of the equity in such subsidiary. Consolidated net income (loss) is allocated to the Company and noncontrolling interests (i.e. minority shareholders) in proportion to their percentage ownership. All intercompany transactions and accounts have been eliminated in consolidation.
b) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
c) Concentrations of Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with banks or other financial institutions and trade accounts receivable.
A federal program provides non-interest bearing cash balances insurance coverage up to $250 per depositor at each financial institution. The Company's cash balances may exceed federally insured limits.
Concentration of credit risk with respect to trade accounts receivable is limited by the large number of patients comprising the Company's customer base and their dispersion across multiple payors and multiple geographic areas. No single customer accounted for more than 10% of net sales for any period presented or trade accounts receivable at December 31, 2014 and 2013.
d) Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents.
e) Accounts Receivable, net
Trade accounts receivable are stated at the invoiced amount. Trade accounts receivable primarily include amounts from third-party pharmacy benefit managers and insurance providers and are based on contracted prices. Trade accounts receivable are unsecured and require no collateral. Trade accounts receivable terms vary by payor, but generally are due within 30 days after the sale of the product or performance of the service.
The Company maintains an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall economic conditions, historical and anticipated customer performance, historical experience with write-offs, and the level of past due accounts. The Company's general policy for uncollectible accounts, if not reserved through specific examination procedures, is to reserve based upon the aging categories of accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Activity in the allowance for doubtful accounts was as follows:
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Beginning balance |
|
$ |
(849 |
) |
$ |
(751 |
) |
$ |
(675 |
) |
Charged to expense |
|
|
(4,045 |
) |
|
(873 |
) |
|
(605 |
) |
Write-offs, net of recoveries |
|
|
1,851 |
|
|
775 |
|
|
529 |
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
(3,043 |
) |
$ |
(849 |
) |
$ |
(751 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
f) Inventories
Inventories, consisting primarily of prescription medications, over-the-counter ("OTC") medications and medical supplies, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Prescription medications are returnable to the Company's vendors and fully refundable before six months of expiration, and any remaining expired medication is relieved from inventory on a quarterly basis.
g) Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed generally on a straight-line basis over the estimated useful lives of the assets. The cost of leasehold improvements are amortized either over the life of the improvement or the lease term, whichever is shorter. For income tax purposes, accelerated methods of depreciation are generally used. Significant improvements are capitalized and disposed or replaced property is written off. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in earnings.
Assets held for sale are carried at the lower of its carrying amount or estimated fair values less costs to sell.
h) Capitalized Software for Internal Use
The Company capitalizes certain development costs primarily related to a custom-developed scalable patient care system. The Company expenses the costs incurred during the preliminary project stage, and capitalizes the direct development costs, including the associated payroll and related costs for employees working on development, and outside contractors during the application development stage. The Company monitors development on an ongoing basis and capitalizes the costs of any major improvements or that result in significant additional functionality.
Capitalized internal use software costs are amortized on a straight-line basis over the estimated useful lives of the assets, generally three years. For income tax purposes, accelerated methods of amortization are generally used. Management evaluates the useful lives of these assets on an annual basis.
i) Intangible Assets
Intangible assets consist of assets related to acquisitions and are amortized over their estimated useful lives using the accelerated method for patient relationships and the straight line method for the remaining intangible assets.
j) Long-Lived Assets
Long-lived assets, such as property and equipment, capitalized software for internal use, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various valuation techniques, such as discounted cash flow models and third-party independent appraisals.
k) Goodwill
Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values of the net tangible assets and the identifiable assets acquired. As described in Note 4, the Company has recorded goodwill in connection with its acquisition of MedPro Rx, Inc. and American Homecare Federation, Inc. Goodwill is not amortized, but rather is reviewed for impairment annually or more frequently if facts or circumstances indicate that the carrying value may not be recoverable.
The Company has determined that it has a single reporting unit for the purpose of the goodwill impairment test. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing the two-step quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit's fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than not less than its carrying amount, including goodwill, the two-step quantitative goodwill impairment test is required. Otherwise, no further analysis would be required.
If the two-step impairment test for goodwill is deemed necessary, this quantitative impairment analysis compares the fair value of the Company's reporting unit to its related carrying value. If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists and the Company must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed.
The Company performs its annual impairment review of goodwill as of October 1 and when a triggering event occurs between annual impairment tests. For 2014, the Company performed a qualitative assessment of goodwill and determined that it was not more likely than not that the fair values of its reporting unit was less than the carrying amount. Accordingly, the Company determined that its goodwill was not impaired.
l) Debt Issuance Costs
Costs incurred related to the issuance of the line of credit facility are deferred and being amortized to interest expense over the term of the agreement using the straight-line method. Net debt issuance costs were $921 and $808 at December 31, 2014 and 2013, respectively, and are included in other noncurrent assets in the consolidated balance sheets.
m) Share-Based Compensation
Stock options expected to be settled in shares of the Company's common stock are recorded as equity awards with an exercise price equal to fair value on the date of grant. The grant date fair value of these awards is measured using the Black-Scholes-Merton option pricing model. The Company expenses the grant date fair value of its stock options over their respective vesting periods on a straight-line basis.
Restricted stock awards expected to be settled in shares of the Company's common stock are recorded as equity awards. These awards vest on the first anniversary of the grant date.
n) Revenue Recognition
The Company recognizes revenue from prescription drug sales for home delivery at the time the drugs are shipped. At the time of shipment, the Company performed substantially all of its obligations under its payor contracts and does not experience a significant level of returns or reshipments. If the Company administers a drug treatment regimen in a patient's home, the Company recognizes revenue at time of administration. Revenues from dispensing specialty prescriptions that are picked up by patients at an open door or retail pharmacy location are recorded at prescription adjudication, which approximates fill date. Sales taxes are presented on a net basis (excluded from revenues and costs). Revenues generated from prescription drug sales were $2,202,299, $1,504,534 and $1,119,775 for the years ended December 31, 2014, 2013 and 2012, respectively.
Shipping and handling costs are not billed to patients; therefore, there are no shipping and handling revenues. Conversely, the Company recognizes shipping and handling costs as incurred as a component of "Selling, general and administrative expenses" and were $12,263, $10,123 and $8,203 for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company recognizes revenue from service, data and consulting services when the services have been performed and the earnings process is therefore complete. Revenues generated from service, data and consulting services were $12,657, $10,605 and $7,168 for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company derived its revenue from the following therapeutic classes:
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Oncology |
|
$ |
1,068,751 |
|
$ |
736,987 |
|
$ |
495,028 |
|
Immunology(1) |
|
|
438,145 |
|
|
378,685 |
|
|
319,092 |
|
Multiple Sclerosis |
|
|
226,805 |
|
|
169,470 |
|
|
110,947 |
|
Other (none greater than 10%) |
|
|
481,255 |
|
|
229,997 |
|
|
201,876 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
2,214,956 |
|
$ |
1,515,139 |
|
$ |
1,126,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes drugs dispensed to treat arthritis, Crohn's disease and psoriasis. |
o) Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $1,555, $823 and $604 for the years ended December 31, 2014, 2013 and 2012, respectively.
p) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized.
The Company records interest and penalties related to tax uncertainties as income tax expense. Based on management's evaluation, the Company concluded there were no significant uncertain tax positions requiring recognition in its consolidated financial statements.
Prior to January 23, 2014, the Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay federal corporate income taxes on its taxable income. Instead, the shareholders were liable for individual federal income taxes on their respective shares of the Company's taxable income. Distributions were made periodically to the Company's shareholders to the extent needed to cover their income tax liability based on the Company's taxable income.
q) Segment Information
The Company's chief operating decision maker reviews the financial results of the Company in total when evaluating financial performance and for purposes of allocating resources. The Company has thus determined that it operates in a single specialty pharmacy services reportable segment.
r) Recently Issued Accounting Pronouncements to be Implemented
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-8, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which significantly changes the criteria for determining which disposals can be presented as discontinued operations and introduces new, more detailed, disclosure requirements. The ASU is effective for annual periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015 with early adoption permitted in certain circumstances. The Company will apply the guidance prospectively to new disposals and new classifications of disposal groups as held for sale.
In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which will supersede the existing revenue recognition guidance under U.S. GAAP. The new standard focuses on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of the new standard is for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. The standard is effective retrospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2016. Early adoption is not permitted. The Company is currently assessing the potential impact of adopting this ASU on its operations and financial statements.
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Targets Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This ASU is effective within annual periods beginning on or after December 15, 2015, including interim periods within that reporting period. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there is substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued and provide related footnote disclosures. This ASU is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. This standard is not expected to have a material impact on the Company's financial statements.
|
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Beginning balance |
|
$ |
(849 |
) |
$ |
(751 |
) |
$ |
(675 |
) |
Charged to expense |
|
|
(4,045 |
) |
|
(873 |
) |
|
(605 |
) |
Write-offs, net of recoveries |
|
|
1,851 |
|
|
775 |
|
|
529 |
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
(3,043 |
) |
$ |
(849 |
) |
$ |
(751 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Oncology |
|
$ |
1,068,751 |
|
$ |
736,987 |
|
$ |
495,028 |
|
Immunology(1) |
|
|
438,145 |
|
|
378,685 |
|
|
319,092 |
|
Multiple Sclerosis |
|
|
226,805 |
|
|
169,470 |
|
|
110,947 |
|
Other (none greater than 10%) |
|
|
481,255 |
|
|
229,997 |
|
|
201,876 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
2,214,956 |
|
$ |
1,515,139 |
|
$ |
1,126,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes drugs dispensed to treat arthritis, Crohn's disease and psoriasis. |
|
|
|
Year Ended December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
|
|
(Unaudited) |
|
||||
Net sales |
|
$ |
2,258,736 |
|
$ |
1,626,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
$ |
4,729 |
|
$ |
(26,967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share—basic |
|
$ |
0.12 |
|
$ |
(0.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share—diluted |
|
$ |
0.11 |
|
$ |
(0.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
52,267 |
|
716,695 restricted Class B common shares |
|
|
12,000 |
|
Contingent consideration at fair value |
|
|
4,270 |
|
|
|
|
|
|
|
|
$ |
68,537 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
668 |
|
Accounts receivable |
|
|
9,050 |
|
Inventories |
|
|
3,819 |
|
Prepaid expenses and other current assets |
|
|
204 |
|
Property and equipment |
|
|
697 |
|
Capitalized software for internal use |
|
|
25 |
|
Intangible assets |
|
|
37,099 |
|
Current liabilities |
|
|
(4,660 |
) |
|
|
|
|
|
Total identifiable net assets |
|
|
46,902 |
|
Goodwill |
|
|
21,635 |
|
|
|
|
|
|
|
|
$ |
68,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
|
Amount |
|
|
Patient relationships |
|
7 years |
|
$ |
24,000 |
|
Trade names and trademarks |
|
10 years |
|
|
8,700 |
|
Non-compete employment agreements |
|
5 years |
|
|
4,399 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
12,149 |
|
Contingent consideration at fair value |
|
|
1,300 |
|
|
|
|
|
|
|
|
$ |
13,449 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,917 |
|
Accounts receivable |
|
|
3,512 |
|
Inventories |
|
|
1,138 |
|
Prepaid expenses and other current assets |
|
|
27 |
|
Property and equipment |
|
|
182 |
|
Definite-lived intangible assets |
|
|
7,100 |
|
Current liabilities |
|
|
(1,940 |
) |
|
|
|
|
|
Total identifiable net assets |
|
|
11,936 |
|
Goodwill |
|
|
1,513 |
|
|
|
|
|
|
|
|
$ |
13,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
|
Amount |
|
|
Patient relationships |
|
10 years |
|
$ |
5,100 |
|
Trade names and trademarks |
|
10 years |
|
|
1,400 |
|
Non-compete employment agreements |
|
5 years |
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset |
|
Level 2 |
|
Level 3 |
|
Valuation |
|||
December 31, 2014: |
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration |
|
$ |
(11,691 |
) |
$ |
— |
|
$ |
(11,691 |
) |
C |
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
Redeemable common shares |
|
$ |
(53,370 |
) |
$ |
— |
|
$ |
(53,370 |
) |
A, C |
Contingent consideration |
|
|
(1,300 |
) |
|
— |
|
|
(1,300 |
) |
C |
Interest rate swap contract |
|
|
(16 |
) |
|
(16 |
) |
|
— |
|
C |
|
|
Redeemable |
|
Contingent |
|
||
Balance as of January 1, 2012 |
|
$ |
(41,849 |
) |
$ |
— |
|
Change in fair value |
|
|
(6,566 |
) |
|
— |
|
Redemptions |
|
|
29,393 |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012 |
|
|
(19,022 |
) |
|
— |
|
Change in fair value |
|
|
(34,348 |
) |
|
— |
|
AHF acquisition |
|
|
— |
|
|
(1,300 |
) |
|
|
|
|
|
|
|
|
Balance as of December 31, 2013 |
|
|
(53,370 |
) |
|
(1,300 |
) |
MedPro acquisition |
|
|
— |
|
|
(4,270 |
) |
Change in fair value |
|
|
9,073 |
|
|
(6,121 |
) |
Stock redemptions |
|
|
5,674 |
|
|
— |
|
Removal of redemption features |
|
|
7,116 |
|
|
— |
|
Conversion of redeemable common shares |
|
|
31,507 |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2014 |
|
$ |
— |
|
$ |
(11,691 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset |
|
Level 3 |
|
Gain |
|
Valuation |
|||
December 31, 2014: |
|
|
|
|
|
|
|
|
|
|
|
Investment in non-consolidated entity |
|
$ |
— |
|
$ |
— |
|
$ |
(4,869 |
) |
C |
December 31, 2013: |
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale |
|
$ |
300 |
|
$ |
300 |
|
$ |
(932 |
) |
C |
|
|
|
December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Prescription medications, OTC medications and medical supplies, and non-medical retail items |
|
$ |
110,464 |
|
$ |
56,155 |
|
Raw materials |
|
|
208 |
|
|
284 |
|
Finished goods |
|
|
11 |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
$ |
110,683 |
|
$ |
56,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
Useful Life |
|
2014 |
|
2013 |
|
||
Land |
|
— |
|
$ |
332 |
|
$ |
332 |
|
Buildings |
|
40 years |
|
|
8,362 |
|
|
7,419 |
|
Building and leasehold improvements |
|
5 - 15 years* |
|
|
760 |
|
|
889 |
|
Equipment and fixtures |
|
5 - 10 years |
|
|
7,221 |
|
|
6,572 |
|
Computer equipment |
|
3 - 5 years |
|
|
2,665 |
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,340 |
|
|
17,308 |
|
Accumulated depreciation |
|
|
|
|
(6,190 |
) |
|
(4,930 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,150 |
|
$ |
12,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Unless applicable lease term is shorter |
|
|
|
|
|
December 31, |
|
||||
|
|
Useful Life |
|
||||||
|
|
2014 |
|
2013 |
|
||||
Capitalized software for internal use |
|
3 years |
|
$ |
14,225 |
|
$ |
13,638 |
|
Construction in progress |
|
|
|
|
9,661 |
|
|
941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,886 |
|
|
14,579 |
|
Accumulated amortization |
|
|
|
|
(10,650 |
) |
|
(8,015 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,236 |
|
$ |
6,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
3,915 |
|
2016 |
|
|
4,363 |
|
2017 |
|
|
3,345 |
|
2018 |
|
|
1,613 |
|
|
|
|
|
|
|
|
$ |
13,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
2013 |
|
||
Beginning balance |
|
$ |
1,537 |
|
$ |
— |
|
AHF purchase accounting adjustment |
|
|
(24 |
) |
|
— |
|
Goodwill acquired during the year |
|
|
21,635 |
|
|
1,537 |
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
23,148 |
|
$ |
1,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
|||||||||
|
|
Original |
|
Gross |
|
Accumulated |
|
Net Carrying |
|
|||
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Patient relationships |
|
7.5 yrs |
|
$ |
29,100 |
|
|
(2,895 |
) |
|
26,205 |
|
Trade names and trademarks |
|
10 yrs |
|
|
10,100 |
|
|
(575 |
) |
|
9,525 |
|
Non-compete employment agreements |
|
5 yrs |
|
|
4,999 |
|
|
(560 |
) |
|
4,439 |
|
Intellectual property |
|
10 yrs |
|
|
2,157 |
|
|
— |
|
|
2,157 |
|
Software licensing agreement |
|
4 yrs |
|
|
2,647 |
|
|
— |
|
|
2,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
49,003 |
|
|
(4,030 |
) |
|
44,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
|||||||||
|
|
Original |
|
Gross |
|
Accumulated |
|
Net carrying |
|
|||
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Patient relationships |
|
10 yrs |
|
$ |
5,100 |
|
|
— |
|
$ |
5,100 |
|
Trade names and trademarks |
|
10 yrs |
|
|
1,400 |
|
|
— |
|
|
1,400 |
|
Non-compete employment agreements |
|
5 yrs |
|
|
600 |
|
|
— |
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
7,100 |
|
|
— |
|
$ |
7,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
7,841 |
|
2016 |
|
|
7,438 |
|
2017 |
|
|
7,010 |
|
2018 |
|
|
6,609 |
|
2019 |
|
|
5,016 |
|
Thereafter |
|
|
11,059 |
|
|
|
|
|
|
|
|
$ |
44,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Statements of Operations |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
44 |
|
$ |
1 |
|
$ |
26 |
|
Net loss |
|
|
(5,801 |
) |
|
(4,220 |
) |
|
(1,069 |
) |
|
|
December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Balance Sheets |
|
|
|
|
|
|
|
Current assets |
|
$ |
56 |
|
$ |
633 |
|
Noncurrent assets |
|
|
83 |
|
|
53 |
|
Current liabilities |
|
|
7,391 |
|
|
2,138 |
|
|
|
|
December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Note payable to a former shareholder; payable monthly in the amount of $242 - $282 including interest at 1.3% through January 2017; secured by redeemed shares held in escrow per the pledge agreement and subordinated to the line of credit commitment and the mortgage loan |
|
$ |
— |
|
$ |
14,252 |
|
Note payable to a shareholder; payable quarterly in the amount of $100 including interest at 1.3%; through July 2017; secured by redeemed shares held in escrow per the pledge agreement and subordinated to the line of credit commitment and the mortgage loan |
|
|
— |
|
|
7,235 |
|
Mortgage with JPMorgan Chase; payable in quarterly payments of principal of $124 plus interest at a rate per year equal to the adjusted LIBOR rate (2.16% effective rate at December 31, 2013) plus the floating rate (4.25% effective rate at December 31, 2013); matured June 30, 2014 |
|
|
— |
|
|
2,728 |
|
Note payable to a former employee; payable quarterly in the amount of $79 including interest at 4.25%; through July 2017; secured by redeemed shares held in escrow per the pledge agreement and subordinated to the line of credit commitment and the mortgage loan |
|
|
— |
|
|
1,087 |
|
Note payable to a former shareholder; payable quarterly in the amount of $40 interest free; through June 2015; unsecured and subordinated to the line of credit commitment and the mortgage loan |
|
|
— |
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
25,542 |
|
Less short-term debt, including current portion of long-term debt |
|
|
— |
|
|
(6,693 |
) |
|
|
|
|
|
|
|
|
Long-term debt, less current portion |
|
$ |
— |
|
$ |
18,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||
|
|
2014 |
|
2013 |
|
2012 |
Exercise price of options |
|
$13.00 - $16.74 |
|
$5.88 - $16.16 |
|
$4.28 - $5.98 |
Expected volatility |
|
23.2% - 24.3% |
|
23.3% - 25.3% |
|
22.5% - 25.3% |
Expected dividend yield |
|
0% |
|
0% |
|
0% |
Risk-free interest rate for the estimated expected term |
|
1.82 - 1.85% |
|
0.65 - 1.27% |
|
0.55 - 0.66% |
Expected term (in years) |
|
6.25 |
|
4.00 |
|
4.00 |
|
|
Number |
|
Weighted |
|
Weighted |
|
Aggregate |
|
||||
|
|
|
|
|
|
(Years) |
|
|
|
||||
Outstanding at January 1, 2012 |
|
|
4,858,568 |
|
$ |
2.47 |
|
|
7.2 |
|
$ |
1,412 |
|
Granted |
|
|
2,109,594 |
|
|
4.43 |
|
|
|
|
|
|
|
Expired/cancelled |
|
|
(1,412,700 |
) |
|
2.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012 |
|
|
5,555,462 |
|
|
3.28 |
|
|
7.5 |
|
|
14,976 |
|
Granted |
|
|
1,102,042 |
|
|
9.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013 |
|
|
6,657,504 |
|
|
4.30 |
|
|
7.0 |
|
|
69,732 |
|
Granted |
|
|
1,867,588 |
|
|
14.77 |
|
|
|
|
|
|
|
Expired/cancelled |
|
|
(1,307,761 |
) |
|
1.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014 |
|
|
7,217,331 |
|
$ |
7.54 |
|
|
6.9 |
|
$ |
142,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2014 |
|
|
3,656,139 |
|
$ |
4.65 |
|
|
6.1 |
|
$ |
82,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Weighted |
|
||
Nonvested at January 1, 2014 |
|
|
— |
|
$ |
— |
|
Granted |
|
|
8,277 |
|
|
18.12 |
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2014 |
|
|
8,277 |
|
$ |
18.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant components of the expense for income taxes for the period from January 23, 2014 to December 31, 2014 are as follows:
Current: |
|
|
|
|
Federal |
|
$ |
(4,752 |
) |
State and local |
|
|
(1,198 |
) |
|
|
|
|
|
Total current |
|
|
(5,950 |
) |
Deferred: |
|
|
|
|
Federal |
|
|
1,087 |
|
State and local |
|
|
208 |
|
|
|
|
|
|
Total deferred |
|
|
1,295 |
|
|
|
|
|
|
|
|
$ |
(4,655 |
) |
|
|
|
|
|
|
|
|
|
|
The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense for the year ended December 31, 2014 is as follows:
Income tax expense at U.S. statutory rate |
|
$ |
(3,222 |
) |
Tax effect from: |
|
|
|
|
Earnings while a S corporation |
|
|
499 |
|
Loss on noncontrolling interest |
|
|
(79 |
) |
Adoption of C corporation status |
|
|
(2,965 |
) |
State income taxes, net of federal benefit |
|
|
(351 |
) |
Change in fair value of redeemable common shares |
|
|
3,176 |
|
Termination of existing stock redemption agreement |
|
|
(1,695 |
) |
Other non-deductible expenses |
|
|
(271 |
) |
Other |
|
|
253 |
|
|
|
|
|
|
Income tax expense |
|
$ |
(4,655 |
) |
|
|
|
|
|
|
|
|
|
|
Significant components of deferred tax assets and liabilities at December 31, 2014 are as follows:
Deferred tax assets: |
|
|
|
|
Inventories |
|
$ |
449 |
|
Compensation and benefits |
|
|
2,731 |
|
Allowance for doubtful accounts |
|
|
1,180 |
|
Other temporary differences |
|
|
488 |
|
|
|
|
|
|
Total deferred tax assets |
|
|
4,848 |
|
Deferred tax liabilities: |
|
|
|
|
Property and intangible assets |
|
|
(2,853 |
) |
Prepaid expenses |
|
|
(700 |
) |
|
|
|
|
|
Total deferred tax liabilities |
|
|
(3,553 |
) |
|
|
|
|
|
Net deferred tax assets |
|
$ |
1,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||
|
|
2014 |
|
2013 |
|
2012 |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
$ |
4,776 |
|
$ |
(26,120 |
) |
$ |
(2,639 |
) |
Less: income attributable to preferred shareholders |
|
|
458 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders. |
|
$ |
4,318 |
|
$ |
(26,120 |
) |
$ |
(2,639 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic |
|
|
35,990,122 |
|
|
33,141,500 |
|
|
33,141,500 |
|
Weighted average dilutive effect of stock options and restricted stock awards |
|
|
2,545,202 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, diluted |
|
|
38,535,325 |
|
|
33,141,500 |
|
|
33,141,500 |
|
Net income (loss) per share attributable to common shareholders: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.12 |
|
$ |
(0.79 |
) |
$ |
(0.08 |
) |
Diluted |
|
$ |
0.11 |
|
$ |
(0.79 |
) |
$ |
(0.08 |
) |
|
2015 |
|
$ |
1,809 |
|
2016 |
|
|
1,242 |
|
2017 |
|
|
482 |
|
2018 |
|
|
239 |
|
2019 |
|
|
69 |
|
|
|
|
|
|
|
|
$ |
3,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the 2014 Quarter Ended |
|
||||||||||
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
Net sales |
|
$ |
465,677 |
|
$ |
541,675 |
|
$ |
595,529 |
|
$ |
612,075 |
|
Gross profit |
|
|
29,509 |
|
|
29,568 |
|
|
40,165 |
|
|
40,897 |
|
Income (loss) before income taxes |
|
|
5,507 |
|
|
2,415 |
|
|
6,968 |
|
|
(5,684 |
) |
Net income (loss) |
|
|
1,690 |
|
|
1,675 |
|
|
4,541 |
|
|
(3,355 |
) |
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
|
1,690 |
|
|
1,675 |
|
|
4,541 |
|
|
(3,130 |
) |
Basic income (loss) per common share |
|
|
0.05 |
|
|
0.04 |
|
|
0.12 |
|
|
(0.06 |
) |
Diluted income (loss) per common share |
|
|
0.04 |
|
|
0.04 |
|
|
0.11 |
|
|
(0.06 |
) |
|
|
For the 2013 Quarter Ended |
|
||||||||||
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
Net sales |
|
$ |
343,670 |
|
$ |
360,855 |
|
$ |
398,627 |
|
$ |
411,987 |
|
Gross profit |
|
|
20,376 |
|
|
20,266 |
|
|
23,130 |
|
|
25,254 |
|
Income (loss) before income taxes |
|
|
1,915 |
|
|
1,599 |
|
|
3,008 |
|
|
(32,642 |
) |
Net income (loss) |
|
|
1,915 |
|
|
1,599 |
|
|
3,008 |
|
|
(32,642 |
) |
Net income (loss) attributable to Diplomat Pharmacy, Inc. |
|
|
1,915 |
|
|
1,599 |
|
|
3,008 |
|
|
(32,642 |
) |
Basic income (loss) per common share |
|
|
0.06 |
|
|
0.05 |
|
|
0.09 |
|
|
(0.98 |
) |
Diluted income (loss) per common share |
|
|
0.06 |
|
|
0.05 |
|
|
0.09 |
|
|
(0.98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|