Nicola Mining Inc. Corporate Presentation May 2024
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Dsp investor deck may 2017 051017
1. Diplomat.is/more
Iâm Jay.
I have chronic lymphocytic leukemia.
Iâm a retired submarine commander,
a father, a husband, an avid woodcarver.
I bike 20 miles a day.
I know the Diplomat Difference.
Copyright Š 2015 by Diplomat Pharmacy Inc. Diplomat is a registered
trademark of Diplomat Pharmacy Inc. All rights reserved.
May 2017
2. Confidential
1
This presentation contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating
performance, and include Diplomatâs expectations regarding revenues, net income (loss) attributable to Diplomat, Adjusted EBITDA, EPS,
Adjusted EPS, market share, the performance of acquisitions and growth strategies. The forward-looking statements contained in this
press release are based on management's good-faith belief and reasonable judgment based on current information, and these statements
are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ
materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: our ability to
adapt to changes or trends within the specialty pharmacy industry; significant and increasing pricing pressure from third-party payors; the
amount of direct and indirect remuneration fees, as well as the timing of assessing such fees and the non-transparent methodology used to
calculate such fees; the outcome of material legal proceedings related to direct and indirect remuneration fees; our relationships with key
pharmaceutical manufacturers; bad publicity about, or market withdrawal of, specialty drugs we dispense; a significant increase in
competition from a variety of companies in the health care industry; our ability to expand the number of specialty drugs we dispense and
related services; maintaining existing patients; revenue concentration of the top specialty drugs we dispense; our ability to maintain
relationships with a specified wholesaler and two pharmaceutical manufacturers; increasing consolidation in the healthcare industry;
managing our growth effectively; limited experience with acquisitions and our ability to recognize the expected benefits therefrom on a
timely basis or at all; managing recent turnover among key employees; potential disruption to our workforce and operations due to recent
cost savings and restructuring initiatives; and the additional factors set forth in "Risk Factors" in Diplomatâs Annual Report on Form 10-K for
the year ended December 31, 2016 and in subsequent reports filed with or furnished to the Securities and Exchange Commission. Except
as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are
made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments, or otherwise.
In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These historical and forward-looking
non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with
GAAP. A reconciliation between GAAP and non-GAAP measures is included in the appendix to this presentation.
Diplomat is a registered trademark of Diplomat Pharmacy, Inc. This presentation also contains additional trademarks and service marks of
ours and of other companies. We do not intend our use or display of other companiesâ trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, these other companies.
Important note
3. Confidential
Investment Highlights
⢠Specialty Pharmacy industry is a growth market
⢠Drug development pipeline remains robust
â Oncology is the largest and fastest growing segment of the Diplomat portfolio
⢠Limited distribution model growing in importance
⢠Diplomat is unique within the specialty pharmacy industry
⢠Taking market share as the largest independent specialty pharmacy
⢠Access to ~100 limited distribution drugs
⢠Multiple growth opportunities
⢠Organic
⢠Strategic complimentary acquisitions
⢠Strong financial performance
⢠Five-year revenue CAGR of 42% & EBITDA CAGR of 48%
⢠Diversified revenue and profitability streams
⢠Modest balance sheet leverage â ample dry powder
⢠Experienced senior management team
⢠CEO founded Diplomat 40+ years ago
⢠Leadership team has broad ranging experience across the industry
2
(1) CAGR based on 2011-2016 results
(1)
4. Confidential
Others 29%
CVS Health /
Omnicare 28%
Express Scripts
19%
Walgreens 10%
OptumRX 7%
4%
Prime
Therapeutics 3%
$58
$167 $271 $377
$578
$772
$1,127
$1,515
$2,215
$3,367
$4,410 $4,500
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E
3
Diplomat at a glance
ďŽ Founded: 1975; Headquarters: Flint, MI
ďŽ Employees: ~1,800
ďŽ 2017E revenue: ~$4.5 billion
ďŽ Diversified base of marquee partners
Corporate Overview
2016 Market share ($115 billion total market size) (1)
Exceptional above market revenue growth
Scaled business: National footprint
($ in millions)
Source:
(1) 2017 Economic Report on U.S. Pharmacies and Pharmacy Benefit Managers
(2) Based on mid-point of managementâs estimate range for FY 2017
(2)
Pharmacy Locations
Alabama
Arizona
California
Connecticut
Florida
Illinois
Iowa
Kansas
Maryland
Massachusetts
Michigan
Minnesota
Nebraska
New York
North Carolina
Ohio
Pennsylvania
Texas
Wisconsin
(2)
5. Confidential
4
Diplomatâs revenue and profits come from multiple industry sectors
Complementary Opportunities Minimize Payor/PBM Risk,
AND Mitigate Risk of Inflation Abatement
Other Services
⪠EnvoyHealth
o HUB
o Noncommercial Pharmacy
o Hospital Specialty Network
o 340B Contract Pharmacy
o Formulary and Rebate Management
o Clinical Research
Specialty Infusion
⪠Subset of specialty pharmacy
o Many similar characteristics (chronic,
high cost, etc.)
o Few differentiators (nursing
component, more medical billing)
⪠Higher margin business
⪠Unique/separate payor networks
⪠Payor-driven site of care transition
opportunities
Core Specialty Pharmacy
(orals and self-injectables)
⪠Oncology dominance
⪠Limited distribution expertise
⪠Outpacing industry revenue growth organically
o Mix shift driving revenue and profit growth
o Price inflation a very small component of revenue
⪠Serving open, preferred, narrow, and exclusive
payor networks
⪠Increase focus on direct contracts with payors
Pharmaceutical Manufacturer Services
⪠Discounts, rebates, services, data fees
⪠High margin
⪠Not dependent on payers or price inflation
⪠Making progress, but significant upside
opportunity remains
Revenue Source:
Payers
Revenue Source:
Pharma & Others
Financial Impact:
Higher Revenue,
Lower Margin
Financial Impact:
Lower Revenue,
Higher Margin
6. Confidential
Growing list of services across the specialty pharmacy eco-system
EnvoyHealth Services
5
Pharma Partners
Medical
Information
Hub Services
PAP / Wholesale / 3PL
Technology
Solutions
Medical
Management
Formulary & Rebate
Management
Specialty Pharmacy Services
Customer
Care
Inside Sales
The continued growth and expansion of small biotech
companies creates a dramatic and growing marketplace
Clinical
Research
Educational
Services
TM
7. Confidential
WRB fully enhances the capabilities of EnvoyHealth Services
6
Medical Information
â˘Educational support for patients and providers through pharmacists, nurses, and non-
clinical staff
Customer Care
â˘Care and remote patient monitoring for new patients, including support for product
inquiries, complaints, and troubleshooting
Reimbursement and Access
â˘Traditional reimbursement services, including benefits verification; PA and appeals; and
data aggregation and reporting
Inside Sales
â˘Lead generation, appointment scheduling, and field collaboration
WRB Operates in Four Segments
Diplomat acquired WRB Communications in May 2017
8. Confidential
Diplomat controls the journey of a specialty patient
7
Patient
Physician
Payor
Patient
Patient visits
physician
Payor approves script
Diplomat monitors adherence and
collects data for manufacturers
Diplomat
dispenses drug
Diplomat provides:
Benefit verification
Prior authorization
Clinical intervention
Physician
writes script
Patient
receives
drugs
9. Confidential
8
Specialty spend under pharmacy benefit to grow ~5x(2)
Specialty pharmacy industry continues to show
exceptional growth
Source:
(1) 2015 Profile Biopharmaceutical Research Industry â April 2015 & 2016 Profile Biopharmaceutical Research
Industry 2016 â April 2016
(2) The 2017 Economic Report on Retail, Mail, and Specialty Pharmacies â February 2017
(3) Barclays Research, EvaluatePharma â January 2017
72%
42%
58%
Diplomat 2%
$50 billion $240 billion
2011A 2021E
Rapid growth in the oncology market(3)
$46 billion
2016A 2021E
$86 billion
Drugs in pipeline by therapeutic class(1)
208
401
510
563
1,123
1,261
1,308
1,919
159
475
511
599
1,120
1,256
1,329
1,813
HIV/AIDS
Diabetes
Mental health disorders
Cardiovascular disorders
Immunological disorders
Infectious diseases
Neurological disorders
Oncology
2015
2016
Diplomat 5%
10. Confidential
Limited distribution a central and growing theme in specialty
9
Benefits to DiplomatBenefits to biotech / pharma
ďŽ Completely eliminate or reduce
reliance on wholesaler
ďŽ Real-time clinical data
ďŽ Commercialization assistance
ďŽ Improves appropriate utilization
ďŽ Barrier to entry
ďŽ Deeper, and earlier, partnerships with
pharma / biotech
ďŽ Increased value proposition to payors
ďŽ Market share opportunity
Portfolio of ~100 limited distribution drugs, comprising approximately 53%
of revenue in 2016, and well positioned for disproportionate growth from
future drug approvals
Recent unique limited panelsâŚDiplomat exclusive or semi-exclusive
What is limited distribution?
ďŽ Targeted channel strategy
ďŽ Provides certain specialty pharmacies
with exclusive or preferred
dispensing rights to certain drugs
ďŽ Fast-growing trend
(2013)(2012) (2015)
Traditional:
Limited:
Manufacturer Multiple Wholesalers 65,000 Pharmacies Patient
Manufacturer One/few pharmacies Patient
DPLO EXCLUSIVE DPLO LARGEST OF 4 DPLO 1 of 4
(2016)
DPLO 1 of 4 DPLO LARGEST OF 2
(2017)
DPLO LARGEST OF 3
(2017)
11. Confidential
10
Unique competitive position
LARGE PBM / RETAIL
PHARMACY
SMALLER SPECIALTY
PHARMACIES
ďŽ Diversification
distracts from
specialty pharmacy
ďŽ Less flexible / less
nimble
ďŽ Limited scale
ďŽ Most focused on one or
a few disease states
ďŽ Fragmented market
ďŽ Consolidation
opportunity for Diplomat
ďŽ Singularly focused
on specialty
ďŽ High-touch model
ďŽ Flexible and nimble
ďŽ Entrepreneurial
culture
ďŽ National reach
ďŽ Scalable
infrastructure
Acquired
Feb 2016
Acquired
2013-2017
Acquired
Sept 2016
12. Confidential
Growth Strategy
⢠Grow our oncology and infusion businesses with increased
access to drugs and broader geographic reach
⢠Enhance our pharma service offering and HUB services
⢠Expansion of direct contracts with payors
⢠Contract with manufacturer partners to insure the highest
service levels for patients, physicians, and health plans
⢠Continue to selectively pursue strategic M&A opportunities
11
13. Confidential
12
Future M&A criteria
When considering acquisitions, we look for targets that will potentially benefit Diplomat in one or
more of the following ways:
ďŽ Expand into new therapeutic areas and/or geographic regions
ďŽ Enhance clinical capabilities to improve competitive advantage
ďŽ Access to Limited Distribution drugs
ďŽ Access to new/expanded specialty prescriber base
ďŽ Accelerate our higher margin business opportunities
ďŽ Bring new services and technologies under our umbrella
ďŽ Makes DPLO better, not just bigger
Acquisition Date
Accelerated
Current
Capabilities
New
Therapy
Expanded
Geography
Expanded
Payors
Improved
Manufacturer
Relationships
New
Technology
Expanded
Service
Offering
Q4 2013 â â â
Q2 2014 â â â â â
Q2 2015 â â â â â â
Q2 2015 â â â â
Q2 2016 â â â â
Q1 2017 â â â
Q2 2017 â â â â
15. Confidential
Traditional Drug Specialty Drug A Specialty Drug B Specialty Drug C Specialty Drug B
(10% price incr.)
Revenue $100 $3,700 $10,000 $27,000 $11,000
Gross Profit ($) $10 $185 $400 $810 $440
Gross Margin (%) 10% 5% 4% 3% 4%
14
Revenue
Payors
Distributors /
pharmaceutical
manufacturers
Patient
Diplomat
COGS
Physical drug movement
$ flows
How we make money and grow profitability(Illustrative example)
How we make money
Drug mix and positive pricing trends are tremendous profit tailwinds for Diplomat
Inflation
Impact
Diplomat mix shift movement over time
Our core
focus
$383
Diplomatâs 1Qâ17 Average*
(AWP â Y%)
(WAC â X%)
Note AWP = WAC x 1.20
(1)
(1)
Example:
AWP $11,905 - 16% = $10,000 Revenue
WAC $9,921 - 3% = $9,600 COGS
$400 Gross Profit
4% Gross Margin
16. Confidential
Net Income
Gross
margin
15
First Quarter 2017 Results
(1) Based on dispensed scripts only.
(2) Gross profit / net sales (i.e., based on dispensed and serviced scripts).
(3) 1Q16 includes a one-timer favorable $9.1 million change in fair value of contingent consideration
associated with acquisitions in the quarter
Revenue
Adjusted
EBITDA
margin 2.9%
Adjusted EBITDA
Gross Profit /Script
($ in millions)
($ in millions)
2.5%
7.9%8.0%
(1)
(2)
(3)
($ in millions)
$996
$1,079
1Q16A 1Q17A
$29.0
$26.8
1Q16A 1Q17A
$15.4
$4.4
1Q16A 1Q17A
$332
$383
1Q16A 1Q17A
17. Confidential
$29 $27
1Q'16 1Q'17
$996 $1,079
1Q'16 1Q'17
$8
$15 $11
$19
$35
$95
$107
2010A 2011A 2012A 2013A 2014A 2015A 2016A
Strong long-term financial performanceâŚ
Adjusted EBITDA
2010 â
First Three Months of 2017
Total Revenue
2010 â
First Three Months of 2017
% margin
% growth
($ in millions)
% growth
($ in millions)
Pre-IPO
infrastructure
investments
ďŽ Volume, price and mix all driving superior revenue growth
ďŽ Natural operating leverage and acquisitions driving EBITDA growth
53%
27%
Note: Historical financials are not pro forma for any acquisitions.
$578 $772
$1,127
$1,515
$2,215
$3,367
$4,410
2010A 2011A 2012A 2013A 2014A 2015A 2016A
34% 46% 34% 46% 52% 31%
96% (28%) 75% 85% 170% 13%
1.3% 2.0% 1.0% 1.3% 1.6% 2.8% 2.4%
16
2.9% 2.5%
18. Confidential
$332
$383
1Q'16 1Q'17
17
⌠with continued growth in profitability
Gross Profit / Script (1)
2010 â
First Three Months of 2017
Note: Financials are not pro forma for acquisitions.
(1) Based on dispensed scripts only.
(2) Gross profit / net sales (i.e., based on dispensed and serviced scripts).
% growth 12% 20%31% 4%
% margin 7.1% 5.9%7.3% 6.2%
Several factors drive growth in our Gross Profit / Script(1):
ďŽ Continued mix shift towards higher price, higher profit drugs (including acquisitions)
ďŽ Favorable pricing trends
(2)
Gross margin expansion opportunities:
ďŽ Acquisitions with higher gross margins (%)
ďŽ Pharma services opportunities
ďŽ Specialty generics and biosimilars (longer term)
44%
6.3%
68%
7.8%
16%
7.4%
$71
$93 $97
$116
$167
$280
$325
2010A 2011A 2012A 2013A 2014A 2015A 2016A
8.0% 7.9%
19. Confidential
18
Components of Quarterly Revenue Growth
($ in millions)
QuarterlyRevenue
⢠Price inflation comprised
7% of revenue in 1Q17
⢠Diplomatâs outlook assumes
1Q will be the period most
impacted by manufacturer
price increases
⢠Full year outlook assumes
inflation will be moderate
⢠Chronic disease expertise
provides an annuity-like
revenue base
⢠Limited distribution
leadership and rich drug
pipeline driving revenue
growth from new drugs
⢠Management decision not
to renew unfavorable
contracts causing some
year-over-year impact on
existing drug growth
20. Confidential
19
Annual Revenue by Drug Year Launch
$1.5B
$2.2B
$3.3B
5%
18%
3%
16%
95%
$1.4B
77%
$1.7B
63%
$2.1B
21%
2%
$4.4B
18%
13%
8%
4%
57%
$2.7B
⢠Drugs across all launch years
continue to grow over time
⢠2012 and prior drugs have
grown 93% from 2013 to 2016
⢠Pipeline remains an important
element of near-term and long-
term growth; existing drugs will
also contribute meaningfully
21. Confidential
20
Balance Sheet / Cash Flow snapshot
($ in millions)
(1) Includes $4mm in cash-based contingent consideration
(2) ProForma to include 12 months of TNH, Affinity, and Comfort Infusion
2017 2016
Cash $17 $8
Total Debt $144 $150
Shareholdersâ equity $622 $614
Net Debt/ProForma TTM EBITDA(2) ~1.4x ~1.0x
Cash Flow From Operations (period ended) $44 $31
December 31,March 31,
(1)
22. Confidential
Investment Highlights
⢠Specialty Pharmacy industry is a growth market
⢠Drug development pipeline remains robust
â Oncology is the largest and fastest growing segment of the Diplomat portfolio
⢠Limited distribution model growing in importance
⢠Diplomat is unique within the specialty pharmacy industry
⢠Taking market share as the largest independent specialty pharmacy
⢠Access to ~100 limited distribution drugs
⢠Multiple growth opportunities
⢠Organic
⢠Strategic complimentary acquisitions
⢠Strong financial performance
⢠Five-year revenue CAGR of 42% & EBITDA CAGR of 48%
⢠Diversified revenue and profitability streams
⢠Modest balance sheet leverage â ample dry powder
⢠Experienced senior management team
⢠CEO founded Diplomat 40+ years ago
⢠Leadership team has broad ranging experience across the industry
21
(1) CAGR based on 2011-2016 results
(1)
24. Confidential
23
Revenue by Therapeutic Class
($ in thousands)
2016
% of
Total 2015 2014 2013
Oncology 2,102,130$ 48% 1,432,091$ 1,068,751$ 736,987$
Immunology 644,173$ 15% 510,708$ 438,145$ 378,685$
Hepatitis 583,751$ 13% 520,771$ <10% <10%
Specialty Infusion 505,240$ 11% 374,884$ <10% <10%
Multiple Sclerosis <10% N/A <10% 226,805$ 169,470$
Other (none greater than 10% in the period) 575,094$ 13% 528,177$ 481,255$ 229,997$
4,410,388$ 3,366,631$ 2,214,956$ 1,515,139$
Limited distribution drug % of total 53% 45% 44% 40%
25. Confidential
Acquired Company Consideration Rationale
May 8, 2017
⢠$30M gross purchase price
⢠$24.5M cash, $4.5M stock, $1M
earnout
⢠~13.6x CY 2016 EBITDA
⢠Significantly expands Diplomatâs HUB & Pharma services capabilities
⢠Robust growth potential with meaningful sales synergies in existing accounts and
pipeline
⢠Allows Diplomat to serve pharma partners earlier in the drug lifecycle
February 1, 2017
⢠$20M gross purchase price
⢠$16M cash, $4M earn-out
⢠~6.7x CY 2016 EBITDA
⢠Hemophilia focused specialty pharmacy and infusion services company
⢠Strengthens Diplomatâs footprint in key geographic markets (New York and Houston)
⢠Revenue synergy opportunities
June 1, 2016
⢠$75M gross purchase price
⢠$65M cash, $10M stock
⢠~8.0x CY 2015 EBITDA
⢠Oncology focused specialty pharmacy; 22 LDs
⢠Strengthens Diplomatâs footprint in key geographic markets (California and Texas)
⢠Revenue synergy opportunities
⢠Promising proprietary technology; some components of TNHâs portal can be leveraged
across Diplomatâs platform
June 19, 2015
⢠$87M gross purchase price*
⢠$77M cash*, $10M stock
⢠~4.2x CY 2014 EBITDA
⢠Hep C dominance in Mid Atlantic
⢠Proprietary technology (HealthTrac) with applicability across Diplomatâs Hep C
platform
⢠Proven management team
⢠50 year old company, run by 2nd generation pharmacist
⢠No marketed sales process
April 1, 2015
⢠$272M adjusted purchase price*
(~$50M tax benefit)
⢠$217M cash*, $105M stock
⢠~11.8x CY 2014 EBITDA
⢠One year earnout of 1.35M shares (all
stock)
⢠Adds significant scale to specialty infusion business
⢠Provides ability to compete for national contracts
⢠Increases exposure to higher margin businesses
⢠Addition of new disease states, therapeutic categories & 5 new LDâs
Recent Acquisitions
24
* Value includes closing working capital adjustments
26. Confidential
Calendar year ending December 31,
($ in millions) 1Q'17A 1Q'16A 2016A 2015A 2014A 2013A 2012A 2011A 2010A
Net income (loss) attributable to Diplomat $4.4 $15.4 $28.3 $25.8 $4.8 ($26.1) ($2.6) $9.2 ($7.8)
Depreciation & Amortization $15.4 $10.1 $50.0 $30.8 $8.1 $3.9 $3.8 $3.1 $2.2
Interest Expense $2.0 $1.4 $6.6 $5.2 $2.5 $2.0 $1.1 $0.6 $0.5
Income tax expense $2.3 $8.5 $11.2 $16.2 $4.7 - - - -
EBITDA $24.1 $35.5 $96.1 $78.1 $20.1 ($20.2) $2.3 $12.8 ($5.2)
Share-based compensations expense $1.0 $1.5 $5.4 $4.0 $2.9 $0.9 $0.9 $1.4 $0.8
Change in fair value of redeemable common shares - - - - ($9.1) $34.3 $6.6 - $10.7
Termination of existing stock redemption agreement - - $0.2 - $4.8 - - - -
Employer payroll taxes - option repurchases $0.1 $0.0 - $1.6 - - - - -
Restructuring and impairment charges - - $7.1 $0.2 - $1.0 $0.4 $0.4 $1.5
Equity loss of non-consolidated entity - - - - $6.2 $1.1 $0.3 $0.1 -
Severance and related fees $0.7 - $1.1 $0.5 $0.4 $0.2 $0.4 $0.7 -
Merger and acquisition related expenses $0.5 ($8.4) ($6.6) $9.2 $7.2 $0.7 - - -
Private company expenses - - - - $0.2 $0.2 - - -
Tax credits and other - - - - $1.0 - ($0.1) ($0.6) -
Other items $0.4 $0.4 $4.0 $1.5 $1.4 $0.7 $0.1 $0.2 ($0.0)
Adjusted EBITDA $26.8 $29.0 $107.4 $95.0 $35.2 $19.0 $10.9 $15.1 $7.7
Reconciliation of Net income (loss) and Adjusted EBITDA
25
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Note: Financials are not pro forma for acquisitions.
Detailed footnotes on the following page.
27. Confidential
Reconciliation of Net income (loss) and Adjusted EBITDA
26
1) Share-based compensation expense relates to director and employee share-based awards.
(2) Restructuring and impairment charges reflect decreases in the fair market value of non-core property and assets, or actual losses on disposal of
such assets. The full year 2016 includes both the Q4 2016 impairment to write down our cost method investment in Physician Resource
Management, LLC (âPRMâ) and the Q3 2016 full impairment of the definite-lived intangible assets associated with Primrose Healthcare LLC. 2013
charges primarily relate to the $932 write-down of our former Swartz Creek, Michigan headquarters facility to its fair value, after we vacated it in favor
of our present Flint, Michigan facility. 2012 charges primarily relate to our write-down of an externally purchased software package we no longer
utilize, as well as sales of Company-owned vehicles. 2011 charges include expense associated with the closure of our former Cleveland, Ohio
facility, the move of our Chicago, Illinois area facility, and sales of Company-owned vehicles.
(3) During the fourth quarter of 2014, we reassessed the recoverability of our investment in our non-consolidated entity, Ageology. Based upon this
assessment, we determined that a full impairment of $4,869 was warranted, primarily due to updated projections of continuing losses into the
foreseeable future. The remaining amounts in 2014, 2013 and 2012 represents our share of losses recognized by Ageology, using the equity method
of accounting. We first invested in Ageology, an anti-aging physician network dedicated to nutrition, fitness and hormones, in October 2011, in
connection with its formation.
(4) Employee severance and related fees primarily relates to severance for former management.
(5) Fees and expenses directly related to merger and acquisition activities, and the impact of changes in the fair value of related contingent
consideration liabilities.
(6) Primarily includes philanthropic activities performed at the direction of our majority shareholder.
(7) Represents (a) various tax credits received from the state of Michigan for facility improvement and employee hiring initiatives, (b) the one-time
costs associated with converting from an S-Corporation to a C-Corporation, and (c) a 2014 charge of $1,825 related to non-income tax obligations.
(8) 2016 includes a $2.4 million inventory loss due to a cooler failure. Other expense is predominantly option redemption payroll taxes and IT
operating leases. Operating leases were initiated, in lieu of purchases or capital leases for a subset of our IT spend, for a short period of time in 2013
and 2014 for liquidity purposes. We have since discontinued the practice of leasing IT equipment. The cost of purchased IT equipment is reflected in
depreciation and amortization.