Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2018	Aug. 03, 2018
Document and Entity Information
Entity Registrant Name	Diplomat Pharmacy, Inc.
Entity Central Index Key	0001610092
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		74,407,010
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and equivalents	$ 7,360	$ 84,251
Receivables, net	349,845	332,091
Inventories	170,175	206,603
Prepaid expenses and other current assets	18,012	11,125
Total current assets	545,392	634,070
Property and equipment, net	38,838	38,990
Capitalized software for internal use, net	33,865	36,520
Goodwill	836,427	832,624
Definite-lived intangible assets, net	357,841	392,011
Other noncurrent assets	5,507	6,208
Total assets	1,817,870	1,940,423
Current liabilities:
Accounts payable	383,969	384,719
Rebates payable	25,257	28,744
Borrowings on line of credit	135,100	188,250
Short-term debt, including current portion of long-term debt	11,500	11,500
Accrued expenses:
Compensation and benefits	13,641	9,584
Contingent consideration	5,300	8,100
Other	22,005	20,560
Total current liabilities	596,772	651,457
Long-term debt, less current portion	442,734	521,098
Deferred income taxes	13,515	14,367
Contingent consideration	5,870	4,000
Other	1,507
Total liabilities	1,060,398	1,190,922
Commitments and contingencies (Note 12)
Shareholders' equity:
Preferred stock (10,000,000 shares authorized; none issued and outstanding)
Common stock (no par value; 590,000,000 shares authorized; 74,282,135 and 73,871,424 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively)	625,354	619,235
Additional paid-in capital	45,804	38,450
Retained earnings	87,276	91,816
Accumulated other comprehensive loss	(962)
Total shareholders' equity	757,472	749,501
Total liabilities and shareholders' equity	$ 1,817,870	$ 1,940,423

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Condensed Consolidated Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value (in dollars per share)	$ 0	$ 0
Common shares, authorized shares	590,000,000	590,000,000
Common shares, issued shares	74,282,135	73,871,424
Common shares, outstanding shares	74,282,135	73,871,424

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
Net sales	$ 1,416,078	$ 1,126,464	$ 2,758,562	$ 2,205,204
Cost of sales	(1,317,662)	(1,059,750)	(2,569,768)	(2,068,728)
Gross profit	98,416	66,714	188,794	136,476
Selling, general and administrative expenses	(90,642)	(61,871)	(172,329)	(123,085)
Income from operations	7,774	4,843	16,465	13,391
Other (expense) income:
Interest expense	(10,392)	(1,931)	(20,819)	(3,980)
Other	394	34	811	66
Total other expense	(9,998)	(1,897)	(20,008)	(3,914)
(Loss) income before income taxes	(2,224)	2,946	(3,543)	9,477
Income tax (expense) benefit	(1,740)	544	(871)	(1,763)
Net (loss) income	(3,964)	3,490	(4,414)	7,714
Less net loss attributable to noncontrolling interest		(101)		(244)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(3,964)	3,591	(4,414)	7,958
Other comprehensive loss, net of tax	(962)		(962)
Total comprehensive (loss) income	$ (4,926)	$ 3,591	$ (5,376)	$ 7,958
Net (loss) income per common share:
Basic (in dollars per share)	$ (0.05)	$ 0.05	$ (0.06)	$ 0.12
Diluted (in dollars per share)	$ (0.05)	$ 0.05	$ (0.06)	$ 0.12
Weighted average common shares outstanding:
Basic (in shares)	74,158,622	67,528,151	74,077,916	67,209,280
Diluted (in shares)	74,158,622	68,211,882	74,077,916	67,997,929

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net (loss) income	$ (4,414)	$ 7,714
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	48,170	31,935
Share-based compensation expense	10,122	3,798
Net provision for doubtful accounts	3,919	5,401
Amortization of debt issuance costs	2,742	595
Changes in fair values of contingent consideration	2,339
Contingent consideration payments	(2,704)
Deferred income tax expense	(632)	979
Other		6
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable	(22,732)	(3,024)
Inventories	36,407	37,179
Accounts payable	(8,013)	(14,353)
Other assets and liabilities	1,448	(2,977)
Net cash provided by operating activities	66,652	67,253
Cash flows from investing activities:
Expenditures for capitalized software for internal use	(5,878)	(2,459)
Expenditures for property and equipment	(5,487)	(2,289)
Net payments to acquire businesses, net of cash acquired	(1,289)	(53,571)
Other	46	(43)
Net cash used in investing activities	(12,608)	(58,362)
Cash flows from financing activities:
Net payments on line of credit	(53,150)	(36,734)
Payments on long-term debt	(79,750)	(3,313)
Proceeds from long-term debt		25,000
Proceeds from issuance of stock upon stock option exercises	3,351	6,007
Payments of debt issuance costs	(821)
Contingent consideration payments	(565)
Net cash used in financing activities	(130,935)	(9,040)
Net decrease in cash and equivalents	(76,891)	(149)
Cash and equivalents at beginning of period	84,251	7,953
Cash and equivalents at end of period	7,360	7,804
Supplemental disclosures of cash flow information:
Cash paid for interest	18,589	3,386
Cash paid for income taxes	$ 1,741	$ 4,458

Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total
Balance at Dec. 31, 2017	$ 619,235	$ 38,450	$ 91,816		$ 749,501
Balance (in shares) at Dec. 31, 2017	73,871,424				73,871,424
Balance at Dec. 31, 2017	$ 619,235	38,450	91,816		$ 749,501
Balance (in shares) at Dec. 31, 2017	73,871,424				73,871,424
Changes in Shareholders' Equity
Adoption of ASC Topic 606 (Note 3)			(126)		$ (126)
Net loss			(4,414)		(4,414)
Other comprehensive loss, net of tax				$ (962)	(962)
Stock issued upon stock option exercises	$ 4,292	(941)			3,351
Stock issued upon stock option exercises (in shares)	330,399
Share-based compensation expense		10,122			10,122
Stock issued upon vesting of restricted stock units	$ 1,266	(1,266)
Stock issued upon vesting of restricted stock units (in shares)	58,388
Restricted stock award activity	$ 561	(561)
Restricted stock award activity (in shares)	21,924
Balance at Jun. 30, 2018	$ 625,354	$ 45,804	$ 87,276	$ (962)	$ 757,472
Balance (in shares) at Jun. 30, 2018	74,282,135				74,282,135

DESCRIPTION OF BUSINESS	6 Months Ended
DESCRIPTION OF BUSINESS	Jun. 30, 2018
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS	1.DESCRIPTION OF BUSINESS Diplomat Pharmacy, Inc. and its consolidated subsidiaries (the “Company”) is the largest independent provider of specialty pharmacy services in the United States of America (“U.S.”). The Company is focused on improving the lives of patients with complex chronic diseases while also delivering unique solutions for manufacturers, hospitals, payers and providers. The Company’s patient-centric approach positions it at the center of the healthcare continuum for treatment of complex chronic disease states, including oncology, specialty infusion therapy, immunology, hepatitis, multiple sclerosis and many other serious or long-term conditions. The Company operates as two reporting segments. The Specialty segment offers a broad range of innovative solutions to address the dispensing, delivery, dosing and reimbursement of clinically intensive, high-cost specialty drugs and a wide range of applications and the Pharmacy Benefit Management (“PBM”) segment provides services designed to help the Company’s customers reduce the cost and manage the complexity of their prescription drug programs. The Company dispenses to patients in all U.S. states and territories through its advanced distribution centers and manages centralized clinical call centers to deliver localized services on a national scale.

BASIS OF PRESENTATION	6 Months Ended
BASIS OF PRESENTATION	Jun. 30, 2018
BASIS OF PRESENTATION
BASIS OF PRESENTATION	2.BASIS OF PRESENTATION Interim Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations, cash flows and changes in shareholders’ equity. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 1, 2018. Reclassifications During the second quarter of 2018, the Company changed its accounting policy to reclassify shipping and handling costs incurred at its dispensing pharmacies from “Selling, general and administrative expenses” (“SG&A”) to “Cost of sales” in its condensed consolidated statements of operations. The amounts reclassified were $15,955 and $13,286 for the three months ended June 30, 2018 and 2017, respectively, and $31,094 and $24,386 for the six months ended June 30, 2018 and 2017, respectively, due to this accounting policy change. The Company has historically classified the cost of its nursing support services within SG&A as these amounts were not considered significant in relation to total cost of sales. During the second quarter of 2018, the Company reclassified these nursing support service costs from SG&A to cost of sales. The amounts reclassified were $6,443 and $4,834 for the three months ended June 30, 2018 and 2017, respectively, and $11,538 and $9,021 for the six months ended June 30, 2018 and 2017, respectively. These reclassifications had no impact on “Income from operations” for any of the periods presented.

NEW ACCOUNTING STANDARDS

6 Months Ended

Jun. 30, 2018

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS

3.NEW ACCOUNTING STANDARDS

Adoption of New Accounting Standards

Revenue

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), which supersedes the previous 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. In July 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date, which deferred the effective date of Topic 606 by one year to annual reporting periods beginning after December 15, 2017 for public entities, though early adoption was permitted. Topic 606 permitted two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective transition method). The new standard also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers.

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective transition method. Therefore, the comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company recognized the cumulative effect of initially applying the new revenue recognition standard on January 1, 2018 and recorded an after-tax adjustment of $126 to reduce beginning retained earnings. This cumulative adjustment relates to a shift in the timing of revenue recognition of dispensing prescription drugs for home delivery from the date the drugs are shipped under the Company’s previous accounting policy to the date the drugs are physically delivered (which better reflects when control transfers) under the new accounting policy adopted in connection with Topic 606. The effect of this change is not significant as there is a very short timeframe from the shipment date to the physical delivery date of the prescription drugs. Additionally, in the PBM segment, prior to the adoption of Topic 606, revenue related to certain contracts was previously recognized on a net basis as the Company was considered to be acting as an agent in the transactions. The Company reassessed the principal versus agent criteria under Topic 606 and determined under the new guidance that the Company is considered to be acting as principal in these transactions and, effective January 1, 2018, began to recognize revenue on a gross basis.

As a result of applying the modified retrospective transition method, the following condensed consolidated balance sheet line items were adjusted as of January 1, 2018:

	As Reported					As Adjusted
	December 31, 2017		Adjustment			January 1, 2018
Receivables, net	$	332,091	$	(6,483	)	$	325,608
Inventories	206,603		6,313			212,916
Total current assets	634,070		(170		)	633,900
Total assets	1,940,423		(170		)	1,940,253
Accrued expenses — Other	20,560		(44		)	20,516
Total current liabilities	651,457		(44		)	651,413
Total liabilities	1,190,922		(44		)	1,190,878
Retained earnings	91,816		(126		)	91,690
Total shareholders’ equity	749,501		(126		)	749,375
Total liabilities and shareholders’ equity	1,940,423		(170		)	1,940,253

The following table compares the reported condensed consolidated statement of operations and comprehensive loss for the three months ended June 30, 2018 to the as adjusted amounts had the previous revenue accounting guidance remained in effect:

	As Reported For the Three Months Ended						As Adjusted For the Three Months Ended
	June 30, 2018			Adjustment			June 30, 2018
Net sales	$	1,416,078		$	(94,546	)	$	1,321,532
Cost of sales	(1,317,662		)	94,552			(1,223,110		)
Gross profit	98,416			6			98,422
Income from operations	7,774			6			7,780
(Loss) income before income taxes	(2,224		)	6			(2,218		)
Income tax expense	(1,740		)	(2		)	(1,742		)
Net (loss) income	(3,964		)	4			(3,960		)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(3,964		)	4			(3,960		)
Total comprehensive loss	(4,926		)	4			(4,922		)

The following table compares the reported condensed consolidated balance sheet, statement of operations and statement of cash flows as of and for the six months ended June 30, 2018 to the as adjusted amounts had the previous revenue accounting guidance remained in effect:

	As Reported As of and For the Six Months Ended						As Adjusted As of and For the Six Months Ended
	June 30, 2018			Adjustment			June 30, 2018
Condensed Consolidated Balance Sheet:
Receivables, net	$	349,845		$	8,347		$	358,192
Inventories	170,175			(8,044		)	162,131
Total current assets	545,392			303			545,695
Total assets	1,817,870			303			1,818,173
Accrued expenses — Other	22,005			79			22,084
Total current liabilities	596,772			79			596,851
Total liabilities	1,060,398			79			1,060,477
Retained earnings	87,276			224			87,500
Total shareholders’ equity	757,472			224			757,696
Total liabilities and shareholders’ equity	1,817,870			303			1,818,173

Condensed Consolidated Statement of Operations and Comprehensive Loss:
Net sales	$	2,758,562		$	(192,436	)	$	2,566,126
Cost of sales	(2,569,768		)	192,569			(2,377,199		)
Gross profit	188,794			133			188,927
Income from operations	16,465			133			16,598
(Loss) income before income taxes	(3,543		)	133			(3,410		)
Income tax expense	(871		)	(35		)	(906		)
Net (loss) income	(4,414		)	98			(4,316		)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(4,414		)	98			(4,316		)
Total comprehensive loss	(5,376		)	98			(5,278		)

Condensed Consolidated Statement of Cash Flows:
Net (loss) income	$	(4,414	)	$	98		$	(4,316	)
Accounts receivable (change)	(22,732		)	(8,347		)	(31,079		)
Inventories (change)	36,407			8,044			44,451
Other assets and liabilities (change)	1,448			205			1,653

See the Revenue section in Note 4 for additional disclosures required under Topic 606.

Derivatives and Hedging

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 aligns hedge accounting with risk management activities and simplifies the requirement to qualify for hedge accounting. ASU 2017-12 is effective for annual periods beginning on or after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted.

Effective January 1, 2018, the Company early adopted ASU 2017-12. There was no impact to the Company at the time of adoption.

Accounting Standards Issued But Not Yet Adopted

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), requiring lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at lease commencement date. ASU 2016-02 is effective for annual periods beginning on or after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is almost complete with the inventorying of its lease population and is beginning to evaluate the impact that adopting ASU 2016-02 will have on its consolidated financial statements and/or notes thereto.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Diplomat Pharmacy, Inc., its wholly-owned subsidiaries, and a 51 percent owned subsidiary, formed in August 2014, which the Company controlled and which was dissolved during the fourth quarter of 2017.

All intercompany transactions and balances have been eliminated in consolidation.

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.

Receivables, net

Receivables, net consisted of the following:

	June 30,		December 31,
	2018		2017
Trade receivables, net of allowances of $(22,317) and $(22,050), respectively	$	330,192	$	317,004
Rebate receivables	17,411		12,847
Other receivables	2,242		2,240

	$	349,845	$	332,091

Trade receivables are stated at the invoiced amount. Trade receivables primarily include amounts due from clients, third-party pharmacy benefit managers and insurance providers and are based on contracted prices. Trade receivables are unsecured and require no collateral. Trade receivable terms vary by payer, but generally are due within 30 days after the sale of the product or performance of the service.

Rebate receivables are amounts due from pharmaceutical manufacturers related to drug purchases by participants of the various pharmacy benefit plans that the Company manages, a portion of which, depending on contract terms, are paid back to the Company’s customers.

Inventories

Inventories consist of prescription and over-the-counter drugs and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Prescription drugs are returnable to the Company’s vendors and fully refundable before six months of expiration, and any remaining expired drugs are relieved from inventory on a quarterly basis.

Revenue

The following table disaggregates the Company’s net sales by major source:

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Oncology (Specialty)	$	706,291		$	638,630	$	1,393,188		$	1,246,911
Specialty Infusion (Specialty)	181,250			153,845		346,968			284,871
Immunology (Specialty)	142,952			142,405		278,551			280,456
Other (Specialty)	203,253			191,584		368,018			392,966
PBM	188,747			—		380,215			—
Inter-segment eliminations	(6,415		)	—		(8,378		)	—

	$	1,416,078		$	1,126,464	$	2,758,562		$	2,205,204

Specialty Segment

The Company recognizes revenue from dispensing prescription drugs for home delivery at the time the drugs are physically delivered (when control transfers). Revenue from dispensing prescription drugs that are picked up by patients at an open-door or retail pharmacy location are recorded at prescription adjudication, which approximates the fill date. Each prescription claim is considered its own arrangement with the customer and is a performance obligation.

The Company accrues an estimate of fees, including direct and indirect remuneration fees (“DIR fees”), which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction at the time revenue is recognized. Changes in the Company’s estimate of such fees are recorded as an adjustment to revenue when the change becomes known.

PBM Segment

The Company provides a pharmacy benefit management service, including mail order pharmacy and specialty pharmacy services, to its clients, which include Medicare Part D Plans, regional health Plans, self-insured clients and Medicaid Plans. The Company sells prescription drugs directly through its mail service dispensing pharmacy and indirectly through its contracted network of retail pharmacies. The Company recognizes revenue from the sale of prescription drugs by its mail order pharmacy service when the drugs are physically delivered (when control transfers) and by its retail pharmacy network when the claim is adjudicated. The Company’s pharmacy benefit management services are accounted for in a manner consistent with a master supply arrangement as there are no contractual minimum volumes and each prescription is considered a separate purchasing decision and distinct performance obligation transferred at a point in time. Pharmacy benefit management services performed in connection with each prescription claim are considered part of a single performance obligation which culminates in the dispensing of prescription drugs. The Company recognizes revenue using the gross method since the Company acts as principal in the arrangement, exercises pricing latitude and independently has a contractual obligation to pay its network pharmacy providers for benefits provided to its clients’ members, and assumes primary responsibility for fulfilling the promise to provide prescription drugs to its client plan members while also performing the related pharmacy benefit management services. The Company includes the total prescription price (drug ingredient cost plus dispensing fee) it has contracted with these clients as revenue, including member co-payments to pharmacies, and as cost of sales.

Net sales include (i) the portion of the price the client pays directly to the Company, net of any variable consideration including volume-related or other discounts paid back to the client, (ii) the price paid to the Company by client plan members for mail order prescriptions and the price paid to retail network pharmacies by client plan members for retail prescriptions and (iii) claims-based administrative fees. The Company records revenue net of manufacturer’s rebates which are earned by its clients based on their plan members’ utilization of brand-name formulary drugs. The Company estimates these rebates at period-end based on actual and estimate claims data and its estimates of manufacturers’ rebates earned by its clients. The Company adjusts against revenues its rebates payable to clients to the actual amounts paid when such adjustments become known. The Company also adjusts revenues for refunds owed to the clients resulting from pricing and performance guarantees against defined metrics.

Sales taxes are presented on a net basis (excluded from revenue and cost) for both segments.

BUSINESS ACQUISITIONS

6 Months Ended

Jun. 30, 2018

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS

5.BUSINESS ACQUISITIONS

The Company accounts for its business acquisitions using the acquisition method as required by FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The Company ascribes significant value to the 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 Company’s business acquisitions described below, except a portion of LDI (defined below), were treated as asset purchases for income tax purposes and the related goodwill resulting from these business acquisitions is deductible for income tax purposes. The results of operations for acquired businesses are included in the Company’s consolidated financial statements from their respective acquisition dates.

The assets acquired and liabilities assumed in the business combinations described below, including identifiable intangible assets, were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm. These estimates included, but were not limited to, the cash flows that an asset is expected to generate in the future, and the cost savings expected to be derived from acquiring an asset, discounted at rates commensurate with the risks and uncertainties involved. For acquisitions that involved contingent consideration, the Company recognized a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The estimate of fair value of a contingent consideration obligation required subjective assumptions regarding future business results, discount rates and probabilities assigned to various potential business result scenarios. These estimates are preliminary and subject to change up to one year following each acquired entity’s respective acquisition date.

LDI Holding Company LLC

On December 20, 2017, the Company acquired LDI Holding Company LLC, doing business as LDI Integrated Pharmacy Services (“LDI”). LDI is a full-service PBM based in St. Louis, Missouri. LDI’s service offerings include URAC-accredited mail-order and specialty pharmacies, a national network of retail pharmacies and comprehensive clinical programs. The following table summarizes the consideration transferred to acquire LDI:

Cash	$	520,157
4,113,188 restricted common shares	79,088

	$	599,245

The above share consideration at closing is based on 4,113,188 shares, in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of December 19, 2017 ($20.24) and multiplied by 95 percent to account for the restricted nature of the shares.

Approximately $7,500 of the purchase consideration was deposited into an escrow account to satisfy any indemnification claims that may be made by the Company. Approximately $6,357 and $1,143 was released from escrow to the sellers and the Company, respectively, during the second quarter of 2018.

The Company incurred acquisition-related costs of $143 and $635 which were charged to “Selling, general and administrative expenses” during the three and six months ended June 30, 2018, respectively.

The following table summarizes the preliminary fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	780
Receivables, net	38,028
Inventories	2,857
Prepaid expenses and other current assets	750
Property and equipment	3,016
Capitalized software for internal use	434
Definite-lived intangible assets	201,523
Other noncurrent assets	148
Accounts payable	(16,409		)
Rebates payable	(23,121		)
Accrued expenses — compensation and benefits	(2,329		)
Accrued expenses — other	(1,948		)
Deferred income taxes	(31,277		)

Total identifiable net assets	172,452
Goodwill	426,793

	$	599,245

As of June 30, 2018, the Company was still in the process of finalizing its LDI valuation and, therefore, the purchase price allocation should be considered preliminary. The preliminary purchase price allocation may be subject to further refinement upon finalization of fair valuing acquisition-date working capital, as well as completion of acquisition-related income tax assessment. The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired and liabilities assumed as described above. To the extent that significant changes occur in the future, the Company will disclose such changes in the reporting period in which they occur.

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

Pharmaceutical Technologies, Inc.

On November 27, 2017, the Company acquired Pharmaceuticals Technologies, Inc., doing business as National Pharmaceutical Services (“NPS”). NPS is a full-service PBM based in Omaha, Nebraska. The following table summarizes the consideration transferred to acquire NPS:

Cash	$	34,895
835,017 restricted common shares	12,753

	$	47,648

The above share consideration at closing is based on 835,017 shares, in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of November 24, 2017 ($16.97) and multiplied by 90 percent to account for the restricted nature of the shares.

Approximately $9,005 of the purchase consideration was deposited into an escrow account to be held for 12 months after the closing date to satisfy any indemnification claims that may be made by the Company.

The Company incurred acquisition-related costs of $555 which were charged to “Selling, general and administrative expenses” during the six months ended June 30, 2018.

The following table summarizes the preliminary fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	9,851
Accounts receivable	20,622
Inventories	200
Prepaid expenses and other current assets	650
Property and equipment	13,545
Capitalized software for internal use	1,800
Definite-lived intangible assets	6,720
Accounts payable	(14,968		)
Rebates payable	(7,882		)
Accrued expenses — compensation and benefits	(160		)
Accrued expenses — other	(4,886		)

Total identifiable net assets	25,492
Goodwill	22,156

	$	47,648

As of June 30, 2018, the Company was still in the process of finalizing its NPS valuation and, therefore, the purchase price allocation should be considered preliminary. The preliminary purchase price allocation may be subject to further refinement upon finalization of fair valuing acquisition-date working capital. The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired and liabilities assumed as described above. To the extent that significant changes occur in the future, the Company will disclose such changes in the reporting period in which they occur.

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

Focus Rx Pharmacy Services Inc. and Focus Rx Inc.

On September 1, 2017, the Company acquired Focus Rx Pharmacy Services Inc. and Focus Rx Inc. (collectively, “Focus”), a specialty pharmacy focusing on infusion services located in Ronkonkoma, New York. The following table summarizes the consideration transferred to acquire Focus:

Cash	$	17,252
374,297 restricted common shares	5,643
Contingent consideration at fair value	2,080

	$	24,975

The above share consideration at closing is based on 374,297 shares, in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of August 31, 2017 ($16.75) and multiplied by 90 percent to account for the restricted nature of the shares.

The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners additional cash payouts of up to $1,500 per performance period based upon the achievement of certain gross profit targets in each of the 12-month periods ending September 30, 2018 and 2019. The maximum additional cash payout is $3,000. The fair value of this liability as of June 30, 2018 and December 31, 2017 was $2,870 and $2,600, respectively.

Approximately $1,200 of the purchase consideration was deposited into an escrow account to be held for 12 months after the closing date to satisfy any of the Company’s indemnification claims.

The following table summarizes the preliminary fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	1,809
Accounts receivable	4,954
Inventories	1,178
Definite-lived intangible assets	7,100
Other noncurrent assets	22
Accounts payable	(5,122		)
Accrued expenses — compensation and benefits	(156		)

Total identifiable net assets	9,785
Goodwill	15,190

	$	24,975

As of June 30, 2018, the Company was still in the process of finalizing its Focus valuation and, therefore, the purchase price allocation should be considered preliminary. The preliminary purchase price allocation may be subject to further refinement upon finalization of fair valuing acquisition-date working capital. The goodwill balance may be adjusted pending the completion of the valuation of the assets acquired and liabilities assumed as described above. To the extent that significant changes occur in the future, the Company will disclose such changes in the reporting period in which they occur.

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

	Useful Life	Amount
Patient relationships	7 years	$	3,700
Non-compete employment agreements	3 years	2,200
Trade names and trademarks	3 years	1,200

		$	7,100

Accurate Rx Pharmacy Consulting, LLC

On July 5, 2017, the Company acquired Accurate Rx Pharmacy Consulting, LLC (“Accurate”), a specialty pharmacy focusing on infusion services located in Columbia, Missouri. The following table summarizes the consideration transferred to acquire Accurate:

Cash	$	9,408
131,108 restricted common shares	1,776
Contingent consideration at fair value	1,980

	$	13,164

The above share consideration at closing is based on 131,108 shares, in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of July 3, 2017 ($15.05) and multiplied by 90 percent to account for the restricted nature of the shares.

The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners additional cash payouts of up to $3,600 per performance period based upon the achievement of certain gross profit targets in each of the 12-month periods ending July 31, 2018 and 2019. The maximum additional cash payout is $7,200. The fair value of this liability as of June 30, 2018 and December 31, 2017 was $3,100 and $1,600, respectively.

Approximately $1,000 of the purchase consideration was deposited into an escrow account to be held for 15 months after the closing date to satisfy any of the Company’s indemnification claims.

The Company incurred acquisition-related costs of $83 which were charged to “Selling, general and administrative expenses” during the three and six months ended June 30, 2017.

The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	1,295
Accounts receivable	2,196
Inventory	936
Prepaid expenses and other current assets	34
Definite-lived intangible assets	3,420
Other noncurrent assets	3
Accounts payable	(3,303		)
Accrued expenses — compensation and benefits	(152		)
Accrued expenses — other	(6		)

Total identifiable net assets	4,423
Goodwill	8,741

	$	13,164

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

	Useful Life	Amount
Patient relationships	7 years	$	2,100
Non-compete employment agreements	5 years	670
Trade names and trademarks	3 years	650

		$	3,420

WRB Communications, LLC

On May 8, 2017, the Company acquired WRB Communications, LLC (“WRB”), a communications and contact center company based in Chantilly, Virginia that specializes in relationship management programs for leading pharmaceutical manufacturers and service organizations. The following table summarizes the consideration transferred to acquire WRB:

Cash	$	26,804
299,325 restricted common shares	4,291
Contingent consideration at fair value	530

	$	31,625

The above share consideration at closing is based on 299,325 shares, in accordance with the purchase agreement, multiplied by the per share closing market price of the Company’s common stock as of May 5, 2017 ($15.93) and multiplied by 90 percent to account for the restricted nature of the shares.

The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners additional cash payouts of up to $500 per performance period based upon the achievement of certain earnings before interest, taxes, depreciation and amortization targets in each of the 12-month periods ending May 31, 2018 and 2019. During the fourth quarter of 2017, the Company guaranteed a full payout to allow for the acceleration of certain integration activities. The formers owners received $1,000 in cash in January 2018.

Approximately $1,950 of the purchase consideration was deposited into an escrow account to be held for 18 months after the closing date to satisfy any of the Company’s indemnification claims.

The Company incurred acquisition-related costs of $227 which were charged to “Selling, general and administrative expenses” during the three and six months ended June 30, 2017.

The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	1,018
Accounts receivable	2,593
Prepaid expenses and other current assets	179
Property and equipment	498
Definite-lived intangible assets	7,730
Other noncurrent assets	24
Accounts payable	(100		)
Accrued expenses — other	(498		)

Total identifiable net assets	11,444
Goodwill	20,181

	$	31,625

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

	Useful Life	Amount
Customer relationships	7 years	$	5,200
Non-compete employment agreements	4 years	1,530
Trade names and trademarks	2 years	1,000

		$	7,730

Comfort Infusion, Inc.

On March 22, 2017, the Company acquired Comfort Infusion, Inc. (“Comfort”), a specialty pharmacy and infusion services company based in Birmingham, Alabama that specializes in intravenous immune globulin therapy to support patients’ immune systems. The following table summarizes the consideration transferred to acquire Comfort:

Cash	$	10,613
Contingent consideration at fair value	3,800

	$	14,413

The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners additional cash payouts of up to $2,000 per performance period based upon the achievement of certain gross profit targets in each of the 12-month periods ending March 31, 2018, 2019 and 2020. The maximum payout of contingent consideration is $6,000. The fair value of this liability as of June 30, 2018 and December 31, 2017 was $5,200 and $4,300, respectively. Based upon Comfort’s actual results for the 12-month period ended March 31, 2018, the Company paid $2,000 in cash to Comfort’s former owners in July 2018.

Approximately $1,050 of the purchase consideration was deposited into an escrow account to be held for 18 months after the closing date to satisfy any of the Company’s indemnification claims.

The Company incurred acquisition-related costs of $81 and $214 which were charged to “Selling, general and administrative expenses” during the three and six months ended June 30, 2017, respectively.

The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	104
Accounts receivable	575
Inventories	118
Prepaid expenses and other current assets	15
Definite-lived intangible assets	2,400
Other noncurrent assets	5
Accounts payable	(372		)
Accrued expenses — other	(101		)

Total identifiable net assets	2,744
Goodwill	11,669

	$	14,413

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

Affinity Biotech, Inc.

On February 1, 2017, the Company acquired Affinity Biotech, Inc. (“Affinity”), a specialty pharmacy and infusion services company based in Houston, Texas that provides treatments and nursing services for patients with hemophilia. The following table summarizes the consideration transferred to acquire Affinity:

Cash	$	17,377
Contingent consideration at fair value	35

	$	17,412

The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners an additional cash payout based upon the achievement of a certain earnings before interest, taxes, depreciation and amortization target in the 12-month period ending February 28, 2018. The maximum payout of contingent consideration was $4,000. The fair value of this liability as of December 31, 2017 was $2,600. Based upon Affinity’s actual results for the 12-month period ended February 28, 2018, the Company paid $2,269 in cash to Affinity’s former owners during the second quarter of 2018.

Approximately $2,000 of the purchase consideration was deposited into an escrow account to be held for 18 months after the closing date to satisfy any of the Company’s indemnification claims.

The Company incurred acquisition-related costs of $203 which were charged to “Selling, general and administrative expenses” during the six months ended June 30, 2017.

The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the acquisition date:

Cash	$	1,043
Accounts receivable	3,433
Inventories	79
Prepaid expenses and other current assets	74
Definite-lived intangible assets	5,100
Other noncurrent assets	5
Accounts payable	(1,075		)
Accrued expenses — compensation and benefits	(144		)
Accrued expenses — other	(25		)

Total identifiable net assets	8,490
Goodwill	8,922

	$	17,412

Definite-lived intangible assets that were acquired and their respective useful lives are as follows:

Pro Forma Operating Results

The following unaudited pro forma summary presents consolidated financial information as if the Accurate, Affinity, Comfort, Focus, LDI, NPS and WRB acquisitions had occurred on January 1, 2016. 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 the as if date or of results that may occur in the future.

	Three Months Ended June 30, 2017			Six Months Ended June 30, 2017
Net sales	$	1,251,859		$	2,462,258

Net (loss) income attributable to Diplomat Pharmacy, Inc.	$	(2,887	)	$	1,958

Net (loss) income per common share — basic & diluted	$	(0.04	)	$	0.03

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2018

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

6.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. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

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:

	Asset /									Valuation
	(Liability)			Level 2			Level 3			Technique
June 30, 2018:
Contingent consideration	$	(11,170	)	$	—		$	(11,170	)	C
Interest rate swaps (Note 9)	(1,287		)	(1,287		)	—			A

December 31, 2017:
Contingent consideration	$	(12,100	)	$	—		$	(12,100	)	C

The following table sets forth a roll forward of the Level 3 measurements:

	Contingent Consideration
Balance at January 1, 2018	$	(12,100	)
Changes in fair values	(2,339		)
Payments	3,269

Balance at June 30, 2018	$	(11,170	)

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 approximates fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2018

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

7.GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

The following table sets forth a roll forward of goodwill for the six months ended June 30, 2018:

Balance at January 1, 2018	$	832,624
Miscellaneous	3,803

Balance at June 30, 2018	$	836,427

Goodwill by reporting segment is as follows:

	June 30,		December 31,
	2018		2017
PBM	$	450,589	$	446,740
Specialty	385,838		385,884

	$	836,427	$	832,624

Definite-lived intangible assets consist of the following:

	June 30, 2018							December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	196,073	$	(12,115	)	$	183,958	$	196,073	$	(1,141	)	$	194,932
Patient relationships	170,100		(58,904		)	111,196		170,100		(49,643		)	120,457
Non-compete employment agreements	61,389		(37,107		)	24,282		61,389		(30,560		)	30,829
Trade names and trademarks	44,020		(19,305		)	24,715		44,020		(13,624		)	30,396
Physician relationships	21,700		(8,010		)	13,690		21,700		(6,303		)	15,397

	$	493,282	$	(135,441	)	$	357,841	$	493,282	$	(101,271	)	$	392,011

The Company recorded amortization expense of $17,160 and $10,307 for the three months ended June 30, 2018 and 2017, respectively, and $34,170 and $19,992 for the six months ended June 30, 2018 and 2017, respectively.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

DEBT	6 Months Ended
DEBT	Jun. 30, 2018
DEBT
DEBT	8.DEBT The Company had $470,250 and $550,000 in outstanding term loans as of June 30, 2018 and December 31, 2017, respectively. Unamortized debt issuance costs of $16,016 and $17,402 as of June 30, 2018 and December 31, 2017, respectively, are presented in the condensed consolidated balance sheets as direct deductions from the outstanding debt balances. The Company also had $135,100 and $188,250 outstanding on its line of credit as of June 30, 2018 and December 31, 2017, respectively. The Company had $114,900 and $61,750 available to borrow on its line of credit at June 30, 2018 and December 31, 2017, respectively. The interest rates the Company pays under its credit facility are primarily a function of a defined margin above LIBOR. The Company’s Term Loan A and Term Loan B interest rates were 4.35 percent and 6.60 percent, respectively, at June 30, 2018 and 4.04 percent and 6.04 percent, respectively, at December 31, 2017. The Company’s line of credit interest rate was 4.35 percent and 4.04 percent at June 30, 2018 and December 31, 2017, respectively. The Company is charged a monthly unused commitment fee ranging from 0.3 percent to 0.4 percent on the average unused daily balance on its $250,000 line of credit. The Company’s credit facility contains certain financial and non-financial covenants. The Company was in compliance with all such covenants as of June 30, 2018 and December 31, 2017.

INTEREST RATE SWAPS	6 Months Ended
INTEREST RATE SWAPS	Jun. 30, 2018
INTEREST RATE SWAPS
INTEREST RATE SWAPS	9.INTEREST RATE SWAPS The Company entered into two interest rate swap agreements during the second quarter of 2018 to fix its interest rate payments from April 30, 2019 through March 31, 2022 on $150,000 principal balance on each of Term Loan A and Term Loan B ($300,000 principal balance in total). These cash flow derivatives are designated as hedging instruments under FASB ASC Subtopic 815-20. The Company recognized other comprehensive loss of $962 ($1,287 loss, net of $325 in taxes) during the three and six months ended June 30, 2018. There was no impact to the condensed consolidated statements of operations. The $1,287 interest rate swap agreement liability is contained in “Other” noncurrent liabilities as of June 30, 2018. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2018

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

10.SHARE-BASED COMPENSATION

Stock Options

A summary of the Company’s stock option activity as of and for the six months ended June 30, 2018 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining	Aggregate
	Number		Exercise		Contractual	Intrinsic
	of Options		Price		Life	Value
					(Years)
Outstanding at January 1, 2018	6,108,292		$	18.62	8.5	$	25,777
Granted	411,486		21.39
Exercised	(330,399	)	10.14
Cancelled/expired	(635,004	)	21.32

Outstanding at June 30, 2018	5,554,375		$	19.04	8.4	$	45,087


Exercisable at June 30, 2018	1,572,284		$	19.84	7.1	$	14,766

The Company recorded share-based compensation expense associated with stock options of $2,003 and $2,626 for the three months ended June 30, 2018 and 2017, respectively, and $4,152 and $3,514 for the six months ended June 30, 2018 and 2017, respectively.

The Company granted service-based awards of 330,135 options under its 2014 Omnibus Incentive Plan (the “2014 Plan”) and a make-whole inducement award of 81,351 options to purchase common stock to key employees during the six months ended June 30, 2018, of which 306,486 and 105,000 options become exercisable in installments of 33.3 percent and 25 percent, respectively, per year, beginning on the first anniversary of the grant date. These options have a maximum term of ten years.

The 411,486 options to purchase common stock that were granted during the six months ended June 30, 2018 have a weighted average grant date fair value of $8.75 per option. The grant date fair values of these stock option awards were estimated using the Black-Scholes-Merton option pricing model using the assumptions set forth in the following table:

Exercise price		$20.52 - $24.29
Expected volatility		36.06% - 38.36%
Expected dividend yield		0%
Risk-free rate for expected term		2.33% - 2.73%
Expected life (in years)		6.00 - 6.25

Estimating grant date fair values for employee stock options requires management to make assumptions regarding 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. Expected volatility is based on a weighted average of the Company’s historic volatility and 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). Forfeitures are accounted for when they occur.

Restricted Stock Units (“RSU” or “RSUs”)

A summary of the Company’s RSU activity as of and for the six months ended June 30, 2018 is as follows:

			Weighted
			Average
	Number		Grant Date
	of RSUs		Fair Value
Outstanding at January 1, 2018	66,639		$	14.65
Granted	3,316,566		23.32
Vested and issued	(58,388	)	21.69
Cancelled/expired	(51,975	)	21.23

Outstanding at June 30, 2018	3,272,842		$	23.20

The Company granted service-based awards of 890,581 RSUs to key employees under its 2014 Plan during the six months ended June 30, 2018. The Company also granted a sign-on inducement award of 124,875 RSUs and a make-whole inducement award of 33,716 RSUs to a key employee during the six months ended June 30, 2018. The value of an RSU is determined by the market value of the Company’s common stock at the date of grant. This value is recorded as compensation expense on a straight-line basis over the vesting period, which ranges from immediate vesting to three years from grant date.

The Company granted 139,512 performance-based RSUs to key employees under its 2014 Plan during the six months ended June 30, 2018, which will be earned or forfeited based upon the Company’s performance relative to a specified adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) goal for the year ending December 31, 2018. The earned RSUs, if any, will vest in three equal installments, with the first installment vesting upon the earlier of the date that the Company files its 2018 Annual Report on Form 10-K or Audit Committee confirmation of the satisfaction of the applicable performance goals, with the remaining installments vesting annually thereafter. The Company is accounting for these performance-based RSUs under the current presumption that 50 percent will be earned and 50 percent will be forfeited.

The Company granted 629,372 performance-based RSUs as a make-whole inducement award to a key employee during the six months ended June 30, 2018, which will be earned or forfeited based upon the Company’s performance relative to specified Adjusted EBITDA and revenue goals for the year ending December 31, 2018. The earned RSUs, if any, will vest in three equal installments, with the first installment vesting upon the earlier of the date that the Company files its 2018 Annual Report on Form 10-K or Audit Committee confirmation of the satisfaction of the applicable performance goals, with the remaining installments vesting annually thereafter. The Company is accounting for these performance-based RSUs under the current presumption that 25 percent will be earned and 75 percent will be forfeited.

The Company granted an additional 1,498,500 performance-based RSUs as a sign-on inducement award to a key employee during the six months ended June 30, 2018, which will be earned or forfeited based upon the Company’s performance relative to specified cumulative Adjusted EBITDA and revenue goals for the years ending December 31, 2018 and 2019. The earned RSUs, if any, will vest in three equal installments, with the first installment vesting upon the earlier of the date that the Company files its 2019 Annual Report on Form 10-K or Audit Committee confirmation of the satisfaction of the applicable performance goals, with the remaining installments vesting annually thereafter, provided that the vesting of a portion of this award may be accelerated at the discretion of the Board of Directors of the Company or its Compensation Committee following completion of the Company’s 2018 audit. The Company is accounting for these performance-based RSUs under the current presumption that 25 percent will be earned and 75 percent will be forfeited.

The Company recorded share-based compensation expense associated with RSUs of $4,819 and $105 for the three months ended June 30, 2018 and 2017, respectively, and $5,693 and $105 for the six months ended June 30, 2018 and 2017, respectively.

Restricted Stock Awards (“RSA” or RSAs”)

A summary of the Company’s RSA activity as of and for the six months ended June 30, 2018 is as follows:

	Number		Weighted
	of Shares		Average
	Subject to		Grant Date
	Restriction		Fair Value
Nonvested at January 1, 2018	34,291		$	17.45
Granted	21,924		23.26
Vested	(31,732	)	17.68

Nonvested at June 30, 2018	24,483		$	22.36

Under the 2014 Plan, the Company issued RSAs to non-employee directors. The value of a RSA is determined by the market value of the Company’s common stock at the date of grant. The value of a RSA is recorded as share-based compensation expense on a straight-line basis over the vesting period, which is typically one year.

The Company recorded share-based compensation expense associated with RSAs of $139 and $95 for the three months ended June 30, 2018 and 2017, respectively, and $277 and $179 for the six months ended June 30, 2018 and 2017, respectively.

INCOME TAXES

6 Months Ended

Jun. 30, 2018

INCOME TAXES

INCOME TAXES

11.INCOME TAXES

A reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense is as follows:

	Six Months Ended June 30,
	2018			2017
Income tax benefit (expense) at U.S. statutory rate	$	744		$	(3,412	)
Tax effect from:
Non-deductible employee compensation in excess of $1,000	(1,158		)	—
State income taxes, net of federal benefit	(763		)	(435		)
Share-based compensation	542			2,271
Other	(236		)	(187		)

Income tax expense	$	(871	)	$	(1,763	)

CONTINGENCIES	6 Months Ended
CONTINGENCIES	Jun. 30, 2018
CONTINGENCIES
CONTINGENCIES	12.CONTINGENCIES On November 10, 2016, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Michigan against Diplomat Pharmacy, Inc. and certain officers of the Company. Following the appointment of lead plaintiffs and lead counsel, an amended complaint was filed on April 11, 2017. The amended complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with public filings made between February 29, 2016 and November 2, 2016 (the “potential class period”). The plaintiff seeks to represent a class of shareholders who purchased stock in the potential class period. The complaint seeks unspecified monetary damages and other relief. The Company filed a motion to dismiss the amended complaint on May 24, 2017. The court issued an order denying the Company’s motion to dismiss on January 19, 2018. The Company filed a motion for reconsideration of its motion to dismiss on February 2, 2018. The Company believes the complaint and allegations to be without merit and intends to vigorously defend itself against the action. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on its results of operations, financial condition or cash flows. On February 10, 2017, the Company’s Board of Directors (the “Board”) received a demand letter from a purported shareholder containing allegations similar to those contained in the putative class action complaint described above. The letter demanded that the Board take action to remedy the alleged violations. In response, the Board established a Special Independent Committee of its disinterested and independent members to investigate the claims. Subsequently, on June 2, 2017, the shareholder filed a putative shareholder’s derivative lawsuit in the Michigan Circuit Court for the County of Genesee regarding the same matters alleged in the demand letter. The complaint names the Company as a nominal defendant and names a number of the Company’s current and former officers and directors as defendants. The complaint seeks unspecified monetary damages and other relief. In connection with the ongoing Special Independent Committee investigation, on July 20, 2017, by agreement between the Company and the shareholder, the court ordered a stay of legal proceedings for 90 days, after which time by further agreements of the Company and the shareholder, the court extended the stay until August 1, 2018. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on its results of operations, financial condition or cash flows. The results of legal proceedings are often uncertain and difficult to predict, and the Company could from time to time incur judgments, enter into settlements, materially change its business practices or technologies or revise its expectations regarding the outcome of certain matters. In addition, the costs incurred in litigation can be substantial, regardless of the outcome. The Company’s business of providing specialized pharmacy services and other related services may subject it to litigation and liability for damages in the ordinary course of business. Nevertheless, the Company believes there are no other legal proceedings, the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business, financial position, cash flows or results of operations.

(LOSS) INCOME PER COMMON SHARE

6 Months Ended

Jun. 30, 2018

(LOSS) INCOME PER COMMON SHARE

(LOSS) INCOME PER COMMON SHARE

13.(LOSS) INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted (loss) income per common share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Numerator:
Net (loss) income attributable to Diplomat Pharmacy, Inc.	$	(3,964	)	$	3,591	$	(4,414	)	$	7,958

Denominator:
Weighted average common shares outstanding, basic	74,158,622			67,528,151		74,077,916			67,209,280
Weighted average dilutive effect of stock options, RSAs and RSUs	—			683,731		—			788,649

Weighted average common shares outstanding, diluted	74,158,622			68,211,882		74,077,916			67,997,929

Net (loss) income per common share:
Basic	$	(0.05	)	$	0.05	$	(0.06	)	$	0.12
Diluted	$	(0.05	)	$	0.05	$	(0.06	)	$	0.12

The Company recognized a net loss for the three and six months ended June 30, 2018. As a result, the diluted loss per share is the same as the basic loss per share as any potentially dilutive securities would reduce the loss per share. In the absence of a net loss, the weighted average dilutive effect of stock options, RSAs and RSUs would have been 374,080 and 398,051 for the three and six months ended June 30, 2018, respectively. Service-based and earned performance-based stock options to purchase a weighted average of 4,032,813 and 4,022,012 common shares would have been excluded from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2018, respectively, as inclusion of such options would be anti-dilutive. Performance-based stock options to purchase up to a weighted average of 574,138 common shares would have been excluded from the computation of diluted weighted average common shares outstanding for both the three and six months ended June 30, 2018 as all performance conditions were not satisfied as of June 30, 2018. Weighted average service-based RSUs of 766,971 and 409,262 common shares would have been excluded from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2018, respectively, as inclusion of such RSUs would be anti-dilutive. Weighted average performance-based RSUs of 770,859 and 389,305 common shares would have been excluded from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2018, respectively, as all performance conditions were not satisfied as of June 30, 2018. Weighted average RSAs of 7,228 and 3,614 common shares were excluded from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2018, respectively, as inclusion of such shares would be anti-dilutive.

Service-based and earned performance-based stock options to purchase a weighted average of 3,174,060 and 2,803,785 common shares for the three and six months ended June 30, 2017, respectively, were excluded from the computation of diluted weighted average common shares outstanding as inclusion of such options would be anti-dilutive. Performance-based stock options to purchase up to a weighted average of 995,517 and 497,759 common shares for the three and six months ended June 30, 2017, respectively, were excluded from the computation of diluted weighted average common shares outstanding as all performance conditions were not satisfied as of June 30, 2017. Weighted average service-based RSUs of 86,488 and 43,244 common shares were excluded from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2017, respectively, as inclusion of such shares would be anti-dilutive. Weighted average RSAs of 9,340 and 5,950 common shares were excluded from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2017, respectively, as inclusion of such shares would be anti-dilutive.

OPERATIONS BY REPORTING SEGMENT

6 Months Ended

Jun. 30, 2018

OPERATIONS BY REPORTING SEGMENT

OPERATIONS BY REPORTING SEGMENT

14.OPERATIONS BY REPORTING SEGMENT

Effective January 1, 2018, the Company reports in two operating segments: Specialty and PBM. The Specialty segment offers a broad range of innovative solutions to address the dispensing, delivery, dosing and reimbursement of clinically intensive, high-cost specialty drugs and a wide range of applications and the PBM segment provides services designed to help the Company’s customers reduce the cost and manage the complexity of their prescription drug programs. The Company evaluates segment performance principally upon net sales and gross profit. Net sales, cost of sales and gross profit information by segment are as follows:

	Three Months Ended June 30,
	Net Sales					Cost of Sales						Gross Profit
	2018			2017		2018			2017			2018		2017
Specialty	$	1,233,746		$	1,126,464	$	(1,161,206	)	$	(1,059,750	)	$	72,540	$	66,714
PBM	188,747			—		(162,871		)	—			25,876		—
Inter-segment eliminations	(6,415		)	—		6,415			—			—		—

	$	1,416,078		$	1,126,464	$	(1,317,662	)	$	(1,059,750	)	$	98,416	$	66,714

	Six Months Ended June 30,
	Net Sales					Cost of Sales						Gross Profit
	2018			2017		2018			2017			2018		2017
Specialty	$	2,386,725		$	2,205,204	$	(2,241,365	)	$	(2,068,728	)	$	145,360	$	136,476
PBM	380,215			—		(336,781		)	—			43,434		—
Inter-segment eliminations	(8,378		)	—		8,378			—			—		—

	$	2,758,562		$	2,205,204	$	(2,569,768	)	$	(2,068,728	)	$	188,794	$	136,476

Total assets by segment are as follows:

	June 30,		December 31,
	2018		2017
Specialty	$	1,086,860	$	1,190,188
PBM	731,010		750,235

	$	1,817,870	$	1,940,423

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Diplomat Pharmacy, Inc., its wholly-owned subsidiaries, and a 51 percent owned subsidiary, formed in August 2014, which the Company controlled and which was dissolved during the fourth quarter of 2017.

All intercompany transactions and balances have been eliminated in consolidation.

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.

Receivables, net

Receivables, net consisted of the following:

	June 30,		December 31,
	2018		2017
Trade receivables, net of allowances of $(22,317) and $(22,050), respectively	$	330,192	$	317,004
Rebate receivables	17,411		12,847
Other receivables	2,242		2,240

	$	349,845	$	332,091

Trade receivables are stated at the invoiced amount. Trade receivables primarily include amounts due from clients, third-party pharmacy benefit managers and insurance providers and are based on contracted prices. Trade receivables are unsecured and require no collateral. Trade receivable terms vary by payer, but generally are due within 30 days after the sale of the product or performance of the service.

Rebate receivables are amounts due from pharmaceutical manufacturers related to drug purchases by participants of the various pharmacy benefit plans that the Company manages, a portion of which, depending on contract terms, are paid back to the Company’s customers.

Inventories

Inventories consist of prescription and over-the-counter drugs and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Prescription drugs are returnable to the Company’s vendors and fully refundable before six months of expiration, and any remaining expired drugs are relieved from inventory on a quarterly basis.

Revenue

The following table disaggregates the Company’s net sales by major source:

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Oncology (Specialty)	$	706,291		$	638,630	$	1,393,188		$	1,246,911
Specialty Infusion (Specialty)	181,250			153,845		346,968			284,871
Immunology (Specialty)	142,952			142,405		278,551			280,456
Other (Specialty)	203,253			191,584		368,018			392,966
PBM	188,747			—		380,215			—
Inter-segment eliminations	(6,415		)	—		(8,378		)	—

	$	1,416,078		$	1,126,464	$	2,758,562		$	2,205,204

Specialty Segment

The Company recognizes revenue from dispensing prescription drugs for home delivery at the time the drugs are physically delivered (when control transfers). Revenue from dispensing prescription drugs that are picked up by patients at an open-door or retail pharmacy location are recorded at prescription adjudication, which approximates the fill date. Each prescription claim is considered its own arrangement with the customer and is a performance obligation.

The Company accrues an estimate of fees, including direct and indirect remuneration fees (“DIR fees”), which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction at the time revenue is recognized. Changes in the Company’s estimate of such fees are recorded as an adjustment to revenue when the change becomes known.

PBM Segment

The Company provides a pharmacy benefit management service, including mail order pharmacy and specialty pharmacy services, to its clients, which include Medicare Part D Plans, regional health Plans, self-insured clients and Medicaid Plans. The Company sells prescription drugs directly through its mail service dispensing pharmacy and indirectly through its contracted network of retail pharmacies. The Company recognizes revenue from the sale of prescription drugs by its mail order pharmacy service when the drugs are physically delivered (when control transfers) and by its retail pharmacy network when the claim is adjudicated. The Company’s pharmacy benefit management services are accounted for in a manner consistent with a master supply arrangement as there are no contractual minimum volumes and each prescription is considered a separate purchasing decision and distinct performance obligation transferred at a point in time. Pharmacy benefit management services performed in connection with each prescription claim are considered part of a single performance obligation which culminates in the dispensing of prescription drugs. The Company recognizes revenue using the gross method since the Company acts as principal in the arrangement, exercises pricing latitude and independently has a contractual obligation to pay its network pharmacy providers for benefits provided to its clients’ members, and assumes primary responsibility for fulfilling the promise to provide prescription drugs to its client plan members while also performing the related pharmacy benefit management services. The Company includes the total prescription price (drug ingredient cost plus dispensing fee) it has contracted with these clients as revenue, including member co-payments to pharmacies, and as cost of sales.

Net sales include (i) the portion of the price the client pays directly to the Company, net of any variable consideration including volume-related or other discounts paid back to the client, (ii) the price paid to the Company by client plan members for mail order prescriptions and the price paid to retail network pharmacies by client plan members for retail prescriptions and (iii) claims-based administrative fees. The Company records revenue net of manufacturer’s rebates which are earned by its clients based on their plan members’ utilization of brand-name formulary drugs. The Company estimates these rebates at period-end based on actual and estimate claims data and its estimates of manufacturers’ rebates earned by its clients. The Company adjusts against revenues its rebates payable to clients to the actual amounts paid when such adjustments become known. The Company also adjusts revenues for refunds owed to the clients resulting from pricing and performance guarantees against defined metrics.

Sales taxes are presented on a net basis (excluded from revenue and cost) for both segments.

Adoption of New Accounting Standards

Revenue

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), which supersedes the previous 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. In July 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date, which deferred the effective date of Topic 606 by one year to annual reporting periods beginning after December 15, 2017 for public entities, though early adoption was permitted. Topic 606 permitted two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective transition method). The new standard also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers.

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective transition method. Therefore, the comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company recognized the cumulative effect of initially applying the new revenue recognition standard on January 1, 2018 and recorded an after-tax adjustment of $126 to reduce beginning retained earnings. This cumulative adjustment relates to a shift in the timing of revenue recognition of dispensing prescription drugs for home delivery from the date the drugs are shipped under the Company’s previous accounting policy to the date the drugs are physically delivered (which better reflects when control transfers) under the new accounting policy adopted in connection with Topic 606. The effect of this change is not significant as there is a very short timeframe from the shipment date to the physical delivery date of the prescription drugs. Additionally, in the PBM segment, prior to the adoption of Topic 606, revenue related to certain contracts was previously recognized on a net basis as the Company was considered to be acting as an agent in the transactions. The Company reassessed the principal versus agent criteria under Topic 606 and determined under the new guidance that the Company is considered to be acting as principal in these transactions and, effective January 1, 2018, began to recognize revenue on a gross basis.

As a result of applying the modified retrospective transition method, the following condensed consolidated balance sheet line items were adjusted as of January 1, 2018:

	As Reported					As Adjusted
	December 31, 2017		Adjustment			January 1, 2018
Receivables, net	$	332,091	$	(6,483	)	$	325,608
Inventories	206,603		6,313			212,916
Total current assets	634,070		(170		)	633,900
Total assets	1,940,423		(170		)	1,940,253
Accrued expenses — Other	20,560		(44		)	20,516
Total current liabilities	651,457		(44		)	651,413
Total liabilities	1,190,922		(44		)	1,190,878
Retained earnings	91,816		(126		)	91,690
Total shareholders’ equity	749,501		(126		)	749,375
Total liabilities and shareholders’ equity	1,940,423		(170		)	1,940,253

The following table compares the reported condensed consolidated statement of operations and comprehensive loss for the three months ended June 30, 2018 to the as adjusted amounts had the previous revenue accounting guidance remained in effect:

	As Reported For the Three Months Ended						As Adjusted For the Three Months Ended
	June 30, 2018			Adjustment			June 30, 2018
Net sales	$	1,416,078		$	(94,546	)	$	1,321,532
Cost of sales	(1,317,662		)	94,552			(1,223,110		)
Gross profit	98,416			6			98,422
Income from operations	7,774			6			7,780
(Loss) income before income taxes	(2,224		)	6			(2,218		)
Income tax expense	(1,740		)	(2		)	(1,742		)
Net (loss) income	(3,964		)	4			(3,960		)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(3,964		)	4			(3,960		)
Total comprehensive loss	(4,926		)	4			(4,922		)

The following table compares the reported condensed consolidated balance sheet, statement of operations and statement of cash flows as of and for the six months ended June 30, 2018 to the as adjusted amounts had the previous revenue accounting guidance remained in effect:

	As Reported As of and For the Six Months Ended						As Adjusted As of and For the Six Months Ended
	June 30, 2018			Adjustment			June 30, 2018
Condensed Consolidated Balance Sheet:
Receivables, net	$	349,845		$	8,347		$	358,192
Inventories	170,175			(8,044		)	162,131
Total current assets	545,392			303			545,695
Total assets	1,817,870			303			1,818,173
Accrued expenses — Other	22,005			79			22,084
Total current liabilities	596,772			79			596,851
Total liabilities	1,060,398			79			1,060,477
Retained earnings	87,276			224			87,500
Total shareholders’ equity	757,472			224			757,696
Total liabilities and shareholders’ equity	1,817,870			303			1,818,173

Condensed Consolidated Statement of Operations and Comprehensive Loss:
Net sales	$	2,758,562		$	(192,436	)	$	2,566,126
Cost of sales	(2,569,768		)	192,569			(2,377,199		)
Gross profit	188,794			133			188,927
Income from operations	16,465			133			16,598
(Loss) income before income taxes	(3,543		)	133			(3,410		)
Income tax expense	(871		)	(35		)	(906		)
Net (loss) income	(4,414		)	98			(4,316		)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(4,414		)	98			(4,316		)
Total comprehensive loss	(5,376		)	98			(5,278		)

Condensed Consolidated Statement of Cash Flows:
Net (loss) income	$	(4,414	)	$	98		$	(4,316	)
Accounts receivable (change)	(22,732		)	(8,347		)	(31,079		)
Inventories (change)	36,407			8,044			44,451
Other assets and liabilities (change)	1,448			205			1,653

See the Revenue section in Note 4 for additional disclosures required under Topic 606.

Derivatives and Hedging

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 aligns hedge accounting with risk management activities and simplifies the requirement to qualify for hedge accounting. ASU 2017-12 is effective for annual periods beginning on or after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted.

Effective January 1, 2018, the Company early adopted ASU 2017-12. There was no impact to the Company at the time of adoption.

Accounting Standards Issued But Not Yet Adopted

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), requiring lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at lease commencement date. ASU 2016-02 is effective for annual periods beginning on or after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is almost complete with the inventorying of its lease population and is beginning to evaluate the impact that adopting ASU 2016-02 will have on its consolidated financial statements and/or notes thereto.

- Definition

Disclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables.

+ References + Details

NEW ACCOUNTING STANDARDS (Tables)

6 Months Ended

Jun. 30, 2018

ASU 2014-09

Revenue, Initial Application Period Cumulative Effect Transition [Line Items]

Schedule of impacts of adopting ASU 606

As a result of applying the modified retrospective transition method, the following condensed consolidated balance sheet line items were adjusted as of January 1, 2018:

	As Reported					As Adjusted
	December 31, 2017		Adjustment			January 1, 2018
Receivables, net	$	332,091	$	(6,483	)	$	325,608
Inventories	206,603		6,313			212,916
Total current assets	634,070		(170		)	633,900
Total assets	1,940,423		(170		)	1,940,253
Accrued expenses — Other	20,560		(44		)	20,516
Total current liabilities	651,457		(44		)	651,413
Total liabilities	1,190,922		(44		)	1,190,878
Retained earnings	91,816		(126		)	91,690
Total shareholders’ equity	749,501		(126		)	749,375
Total liabilities and shareholders’ equity	1,940,423		(170		)	1,940,253

The following table compares the reported condensed consolidated statement of operations and comprehensive loss for the three months ended June 30, 2018 to the as adjusted amounts had the previous revenue accounting guidance remained in effect:

	As Reported For the Three Months Ended						As Adjusted For the Three Months Ended
	June 30, 2018			Adjustment			June 30, 2018
Net sales	$	1,416,078		$	(94,546	)	$	1,321,532
Cost of sales	(1,317,662		)	94,552			(1,223,110		)
Gross profit	98,416			6			98,422
Income from operations	7,774			6			7,780
(Loss) income before income taxes	(2,224		)	6			(2,218		)
Income tax expense	(1,740		)	(2		)	(1,742		)
Net (loss) income	(3,964		)	4			(3,960		)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(3,964		)	4			(3,960		)
Total comprehensive loss	(4,926		)	4			(4,922		)

The following table compares the reported condensed consolidated balance sheet, statement of operations and statement of cash flows as of and for the six months ended June 30, 2018 to the as adjusted amounts had the previous revenue accounting guidance remained in effect:

	As Reported As of and For the Six Months Ended						As Adjusted As of and For the Six Months Ended
	June 30, 2018			Adjustment			June 30, 2018
Condensed Consolidated Balance Sheet:
Receivables, net	$	349,845		$	8,347		$	358,192
Inventories	170,175			(8,044		)	162,131
Total current assets	545,392			303			545,695
Total assets	1,817,870			303			1,818,173
Accrued expenses — Other	22,005			79			22,084
Total current liabilities	596,772			79			596,851
Total liabilities	1,060,398			79			1,060,477
Retained earnings	87,276			224			87,500
Total shareholders’ equity	757,472			224			757,696
Total liabilities and shareholders’ equity	1,817,870			303			1,818,173

Condensed Consolidated Statement of Operations and Comprehensive Loss:
Net sales	$	2,758,562		$	(192,436	)	$	2,566,126
Cost of sales	(2,569,768		)	192,569			(2,377,199		)
Gross profit	188,794			133			188,927
Income from operations	16,465			133			16,598
(Loss) income before income taxes	(3,543		)	133			(3,410		)
Income tax expense	(871		)	(35		)	(906		)
Net (loss) income	(4,414		)	98			(4,316		)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(4,414		)	98			(4,316		)
Total comprehensive loss	(5,376		)	98			(5,278		)

Condensed Consolidated Statement of Cash Flows:
Net (loss) income	$	(4,414	)	$	98		$	(4,316	)
Accounts receivable (change)	(22,732		)	(8,347		)	(31,079		)
Inventories (change)	36,407			8,044			44,451
Other assets and liabilities (change)	1,448			205			1,653

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of receivables, net

	June 30,		December 31,
	2018		2017
Trade receivables, net of allowances of $(22,317) and $(22,050), respectively	$	330,192	$	317,004
Rebate receivables	17,411		12,847
Other receivables	2,242		2,240

	$	349,845	$	332,091

Schedule of net sales by disaggregations

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Oncology (Specialty)	$	706,291		$	638,630	$	1,393,188		$	1,246,911
Specialty Infusion (Specialty)	181,250			153,845		346,968			284,871
Immunology (Specialty)	142,952			142,405		278,551			280,456
Other (Specialty)	203,253			191,584		368,018			392,966
PBM	188,747			—		380,215			—
Inter-segment eliminations	(6,415		)	—		(8,378		)	—

	$	1,416,078		$	1,126,464	$	2,758,562		$	2,205,204

BUSINESS ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2018

BUSINESS ACQUISITIONS

Schedule of unaudited pro forma results of operations

	Three Months Ended June 30, 2017			Six Months Ended June 30, 2017
Net sales	$	1,251,859		$	2,462,258

Net (loss) income attributable to Diplomat Pharmacy, Inc.	$	(2,887	)	$	1,958

Net (loss) income per common share — basic & diluted	$	(0.04	)	$	0.03

LDI Holding Company LLC

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	520,157
4,113,188 restricted common shares	79,088

	$	599,245

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	780
Receivables, net	38,028
Inventories	2,857
Prepaid expenses and other current assets	750
Property and equipment	3,016
Capitalized software for internal use	434
Definite-lived intangible assets	201,523
Other noncurrent assets	148
Accounts payable	(16,409		)
Rebates payable	(23,121		)
Accrued expenses — compensation and benefits	(2,329		)
Accrued expenses — other	(1,948		)
Deferred income taxes	(31,277		)

Total identifiable net assets	172,452
Goodwill	426,793

	$	599,245

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

Pharmaceutical Technologies, Inc.

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	34,895
835,017 restricted common shares	12,753

	$	47,648

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	9,851
Accounts receivable	20,622
Inventories	200
Prepaid expenses and other current assets	650
Property and equipment	13,545
Capitalized software for internal use	1,800
Definite-lived intangible assets	6,720
Accounts payable	(14,968		)
Rebates payable	(7,882		)
Accrued expenses — compensation and benefits	(160		)
Accrued expenses — other	(4,886		)

Total identifiable net assets	25,492
Goodwill	22,156

	$	47,648

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

Focus Rx Pharmacy Services Inc. and Focus Rx Inc.

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	17,252
374,297 restricted common shares	5,643
Contingent consideration at fair value	2,080

	$	24,975

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	1,809
Accounts receivable	4,954
Inventories	1,178
Definite-lived intangible assets	7,100
Other noncurrent assets	22
Accounts payable	(5,122		)
Accrued expenses — compensation and benefits	(156		)

Total identifiable net assets	9,785
Goodwill	15,190

	$	24,975

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

	Useful Life	Amount
Patient relationships	7 years	$	3,700
Non-compete employment agreements	3 years	2,200
Trade names and trademarks	3 years	1,200

		$	7,100

Accurate Rx Pharmacy Consulting, LLC

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	9,408
131,108 restricted common shares	1,776
Contingent consideration at fair value	1,980

	$	13,164

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	1,295
Accounts receivable	2,196
Inventory	936
Prepaid expenses and other current assets	34
Definite-lived intangible assets	3,420
Other noncurrent assets	3
Accounts payable	(3,303		)
Accrued expenses — compensation and benefits	(152		)
Accrued expenses — other	(6		)

Total identifiable net assets	4,423
Goodwill	8,741

	$	13,164

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

	Useful Life	Amount
Patient relationships	7 years	$	2,100
Non-compete employment agreements	5 years	670
Trade names and trademarks	3 years	650

		$	3,420

WRB Communications, LLC

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	26,804
299,325 restricted common shares	4,291
Contingent consideration at fair value	530

	$	31,625

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	1,018
Accounts receivable	2,593
Prepaid expenses and other current assets	179
Property and equipment	498
Definite-lived intangible assets	7,730
Other noncurrent assets	24
Accounts payable	(100		)
Accrued expenses — other	(498		)

Total identifiable net assets	11,444
Goodwill	20,181

	$	31,625

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

	Useful Life	Amount
Customer relationships	7 years	$	5,200
Non-compete employment agreements	4 years	1,530
Trade names and trademarks	2 years	1,000

		$	7,730

Comfort Infusion, Inc.

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	10,613
Contingent consideration at fair value	3,800

	$	14,413

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	104
Accounts receivable	575
Inventories	118
Prepaid expenses and other current assets	15
Definite-lived intangible assets	2,400
Other noncurrent assets	5
Accounts payable	(372		)
Accrued expenses — other	(101		)

Total identifiable net assets	2,744
Goodwill	11,669

	$	14,413

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

Affinity Biotech, Inc.

BUSINESS ACQUISITIONS

Schedule of consideration transferred

Cash	$	17,377
Contingent consideration at fair value	35

	$	17,412

Summary of the fair values of identifiable acquired assets and assumed liabilities

Cash	$	1,043
Accounts receivable	3,433
Inventories	79
Prepaid expenses and other current assets	74
Definite-lived intangible assets	5,100
Other noncurrent assets	5
Accounts payable	(1,075		)
Accrued expenses — compensation and benefits	(144		)
Accrued expenses — other	(25		)

Total identifiable net assets	8,490
Goodwill	8,922

	$	17,412

Schedule of definite-lived intangible assets that were acquired and their respective useful lives

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2018

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities measured and disclosed at fair value on a recurring basis

	Asset /									Valuation
	(Liability)			Level 2			Level 3			Technique
June 30, 2018:
Contingent consideration	$	(11,170	)	$	—		$	(11,170	)	C
Interest rate swaps (Note 9)	(1,287		)	(1,287		)	—			A

December 31, 2017:
Contingent consideration	$	(12,100	)	$	—		$	(12,100	)	C

Schedule of a roll forward of the Level 3 measurements

	Contingent Consideration
Balance at January 1, 2018	$	(12,100	)
Changes in fair values	(2,339		)
Payments	3,269

Balance at June 30, 2018	$	(11,170	)

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2018

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS

Schedule of changes in the carrying amount of goodwill

The following table sets forth a roll forward of goodwill for the six months ended June 30, 2018:

Balance at January 1, 2018	$	832,624
Miscellaneous	3,803

Balance at June 30, 2018	$	836,427

Goodwill by reporting segment is as follows:

	June 30,		December 31,
	2018		2017
PBM	$	450,589	$	446,740
Specialty	385,838		385,884

	$	836,427	$	832,624

Schedule of definite-lived intangible assets

	June 30, 2018							December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	196,073	$	(12,115	)	$	183,958	$	196,073	$	(1,141	)	$	194,932
Patient relationships	170,100		(58,904		)	111,196		170,100		(49,643		)	120,457
Non-compete employment agreements	61,389		(37,107		)	24,282		61,389		(30,560		)	30,829
Trade names and trademarks	44,020		(19,305		)	24,715		44,020		(13,624		)	30,396
Physician relationships	21,700		(8,010		)	13,690		21,700		(6,303		)	15,397

	$	493,282	$	(135,441	)	$	357,841	$	493,282	$	(101,271	)	$	392,011

SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2018

SHARE-BASED COMPENSATION

Summary of entity's stock option activity

					Weighted
			Weighted		Average
			Average		Remaining	Aggregate
	Number		Exercise		Contractual	Intrinsic
	of Options		Price		Life	Value
					(Years)
Outstanding at January 1, 2018	6,108,292		$	18.62	8.5	$	25,777
Granted	411,486		21.39
Exercised	(330,399	)	10.14
Cancelled/expired	(635,004	)	21.32

Outstanding at June 30, 2018	5,554,375		$	19.04	8.4	$	45,087


Exercisable at June 30, 2018	1,572,284		$	19.84	7.1	$	14,766

Schedule of assumptions used to determine the valuation of granted options

Exercise price		$20.52 - $24.29
Expected volatility		36.06% - 38.36%
Expected dividend yield		0%
Risk-free rate for expected term		2.33% - 2.73%
Expected life (in years)		6.00 - 6.25

Summary of restricted stock units activity

			Weighted
			Average
	Number		Grant Date
	of RSUs		Fair Value
Outstanding at January 1, 2018	66,639		$	14.65
Granted	3,316,566		23.32
Vested and issued	(58,388	)	21.69
Cancelled/expired	(51,975	)	21.23

Outstanding at June 30, 2018	3,272,842		$	23.20

Summary of restricted stock award activity

	Number		Weighted
	of Shares		Average
	Subject to		Grant Date
	Restriction		Fair Value
Nonvested at January 1, 2018	34,291		$	17.45
Granted	21,924		23.26
Vested	(31,732	)	17.68

Nonvested at June 30, 2018	24,483		$	22.36

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2018

INCOME TAXES

Schedule of reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense

	Six Months Ended June 30,
	2018			2017
Income tax benefit (expense) at U.S. statutory rate	$	744		$	(3,412	)
Tax effect from:
Non-deductible employee compensation in excess of $1,000	(1,158		)	—
State income taxes, net of federal benefit	(763		)	(435		)
Share-based compensation	542			2,271
Other	(236		)	(187		)

Income tax expense	$	(871	)	$	(1,763	)

(LOSS) INCOME PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2018

(LOSS) INCOME PER COMMON SHARE

Schedule of the calculation for basic and diluted (loss) income per common share

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Numerator:
Net (loss) income attributable to Diplomat Pharmacy, Inc.	$	(3,964	)	$	3,591	$	(4,414	)	$	7,958

Denominator:
Weighted average common shares outstanding, basic	74,158,622			67,528,151		74,077,916			67,209,280
Weighted average dilutive effect of stock options, RSAs and RSUs	—			683,731		—			788,649

Weighted average common shares outstanding, diluted	74,158,622			68,211,882		74,077,916			67,997,929

Net (loss) income per common share:
Basic	$	(0.05	)	$	0.05	$	(0.06	)	$	0.12
Diluted	$	(0.05	)	$	0.05	$	(0.06	)	$	0.12

OPERATIONS BY REPORTING SEGMENT (Tables)

6 Months Ended

Jun. 30, 2018

OPERATIONS BY REPORTING SEGMENT

Schedule of information by segment

	Three Months Ended June 30,
	Net Sales					Cost of Sales						Gross Profit
	2018			2017		2018			2017			2018		2017
Specialty	$	1,233,746		$	1,126,464	$	(1,161,206	)	$	(1,059,750	)	$	72,540	$	66,714
PBM	188,747			—		(162,871		)	—			25,876		—
Inter-segment eliminations	(6,415		)	—		6,415			—			—		—

	$	1,416,078		$	1,126,464	$	(1,317,662	)	$	(1,059,750	)	$	98,416	$	66,714

	Six Months Ended June 30,
	Net Sales					Cost of Sales						Gross Profit
	2018			2017		2018			2017			2018		2017
Specialty	$	2,386,725		$	2,205,204	$	(2,241,365	)	$	(2,068,728	)	$	145,360	$	136,476
PBM	380,215			—		(336,781		)	—			43,434		—
Inter-segment eliminations	(8,378		)	—		8,378			—			—		—

	$	2,758,562		$	2,205,204	$	(2,569,768	)	$	(2,068,728	)	$	188,794	$	136,476

Total assets by segment are as follows:

	June 30,		December 31,
	2018		2017
Specialty	$	1,086,860	$	1,190,188
PBM	731,010		750,235

	$	1,817,870	$	1,940,423

DESCRIPTION OF BUSINESS - Operations (Details)	6 Months Ended
DESCRIPTION OF BUSINESS - Operations (Details)	Jun. 30, 2018 segment
DESCRIPTION OF BUSINESS
Number of reporting segments	2

BASIS OF PRESENTATION (Details) - Cost of sales - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Shipping and handling costs	$ 15,955	$ 13,286	$ 31,094	$ 24,386
Cost of nursing support services	$ 6,443	$ 4,834	$ 11,538	$ 9,021

NEW ACCOUNTING STANDARDS - Modified retrospective transition method (Details) - USD ($) $ in Thousands		6 Months Ended
	Jan. 01, 2018	Jun. 30, 2018	Jan. 02, 2018	Dec. 31, 2017
NEW ACCOUNTING STANDARDS
Cumulative effect on retained earnings after-tax adjustment		$ (126)
Condensed Consolidated Balance Sheets
Receivables, net		349,845	$ 325,608	$ 332,091
Inventories		170,175	212,916	206,603
Total current assets		545,392	633,900	634,070
Total assets		1,817,870	1,940,253	1,940,423
Accrued expenses - Other		22,005	20,516	20,560
Total current liabilities		596,772	651,413	651,457
Total liabilities		1,060,398	1,190,878	1,190,922
Retained earnings		87,276	91,690	91,816
Total shareholders' equity		757,472	749,375	749,501
Total liabilities and shareholders' equity		$ 1,817,870	$ 1,940,253	$ 1,940,423
Difference between Revenue Guidance in Effect before and after Topic 606
NEW ACCOUNTING STANDARDS
Cumulative effect on retained earnings after-tax adjustment	$ 126
Condensed Consolidated Balance Sheets
Receivables, net	(6,483)
Inventories	6,313
Total current assets	(170)
Total assets	(170)
Accrued expenses - Other	(44)
Total current liabilities	(44)
Total liabilities	(44)
Retained earnings	(126)
Total shareholders' equity	(126)
Total liabilities and shareholders' equity	$ (170)

NEW ACCOUNTING STANDARDS - Pro forma amounts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jan. 02, 2018	Jan. 01, 2018	Dec. 31, 2017
Condensed Consolidated Balance Sheets
Receivables, net	$ 349,845		$ 349,845		$ 325,608		$ 332,091
Inventories	170,175		170,175		212,916		206,603
Total current assets	545,392		545,392		633,900		634,070
Total assets	1,817,870		1,817,870		1,940,253		1,940,423
Accrued expenses - Other	22,005		22,005		20,516		20,560
Total current liabilities	596,772		596,772		651,413		651,457
Total liabilities	1,060,398		1,060,398		1,190,878		1,190,922
Retained earnings	87,276		87,276		91,690		91,816
Total shareholders' equity	757,472		757,472		749,375		749,501
Total liabilities and shareholders' equity	1,817,870		1,817,870		$ 1,940,253		$ 1,940,423
Condensed Consolidated Statement of Operations and Comprehensive Loss:
Net sales	1,416,078	$ 1,126,464	2,758,562	$ 2,205,204
Cost of sales	(1,317,662)	(1,059,750)	(2,569,768)	(2,068,728)
Gross profit	98,416	66,714	188,794	136,476
Income from operations	7,774	4,843	16,465	13,391
(Loss) income before income taxes	(2,224)	2,946	(3,543)	9,477
Income tax expense	(1,740)	544	(871)	(1,763)
Net (loss) income	(3,964)	3,490	(4,414)	7,714
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(3,964)	3,591	(4,414)	7,958
Total comprehensive loss	(4,926)	3,591	(5,376)	7,958
Condensed Consolidated Statements of Cash Flows
Net (loss) income	(3,964)	$ 3,490	(4,414)	7,714
Accounts receivable (change)			(22,732)	(3,024)
Inventories (change)			36,407	37,179
Other assets and liabilities (change)			1,448	$ (2,977)
Difference between Revenue Guidance in Effect before and after Topic 606
Condensed Consolidated Balance Sheets
Receivables, net						$ (6,483)
Inventories						6,313
Total current assets						(170)
Total assets						(170)
Accrued expenses - Other						(44)
Total current liabilities						(44)
Total liabilities						(44)
Retained earnings						(126)
Total shareholders' equity						(126)
Total liabilities and shareholders' equity						$ (170)
Difference between Revenue Guidance in Effect before and after Topic 606 \| ASU 2014-09
Condensed Consolidated Balance Sheets
Receivables, net	8,347		8,347
Inventories	(8,044)		(8,044)
Total current assets	303		303
Total assets	303		303
Accrued expenses - Other	79		79
Total current liabilities	79		79
Total liabilities	79		79
Retained earnings	224		224
Total shareholders' equity	224		224
Total liabilities and shareholders' equity	303		303
Condensed Consolidated Statement of Operations and Comprehensive Loss:
Net sales	(94,546)		(192,436)
Cost of sales	94,552		192,569
Gross profit	6		133
Income from operations	6		133
(Loss) income before income taxes	6		133
Income tax expense	(2)		(35)
Net (loss) income	4		98
Net (loss) income attributable to Diplomat Pharmacy, Inc.	4		98
Total comprehensive loss	4		98
Condensed Consolidated Statements of Cash Flows
Net (loss) income	4		98
Accounts receivable (change)			(8,347)
Inventories (change)			8,044
Other assets and liabilities (change)			205
Revenue Guidance in Effect before Topic 606 \| ASU 2014-09 \| Proforma
Condensed Consolidated Balance Sheets
Receivables, net	358,192		358,192
Inventories	162,131		162,131
Total current assets	545,695		545,695
Total assets	1,818,173		1,818,173
Accrued expenses - Other	22,084		22,084
Total current liabilities	596,851		596,851
Total liabilities	1,060,477		1,060,477
Retained earnings	87,500		87,500
Total shareholders' equity	757,696		757,696
Total liabilities and shareholders' equity	1,818,173		1,818,173
Condensed Consolidated Statement of Operations and Comprehensive Loss:
Net sales	1,321,532		2,566,126
Cost of sales	(1,223,110)		(2,377,199)
Gross profit	98,422		188,927
Income from operations	7,780		16,598
(Loss) income before income taxes	(2,218)		(3,410)
Income tax expense	(1,742)		(906)
Net (loss) income	(3,960)		(4,316)
Net (loss) income attributable to Diplomat Pharmacy, Inc.	(3,960)		(4,316)
Total comprehensive loss	(4,922)		(5,278)
Condensed Consolidated Statements of Cash Flows
Net (loss) income	$ (3,960)		(4,316)
Accounts receivable (change)			(31,079)
Inventories (change)			44,451
Other assets and liabilities (change)			$ 1,653

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation thru Receivables, net Inventories (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jan. 02, 2018	Dec. 31, 2017
Principles of Consolidation
Percentage of ownership interest in subsidiary that the entity has the ability to control	51.00%
Receivables
Receivables, net	$ 349,845	$ 325,608	$ 332,091
Trade receivable terms	30 days
Inventories
Maximum period before expiration within which Inventory is returnable and fully refundable	6 months
Trade receivables
Receivables
Receivables, net	$ 330,192		317,004
Allowance for trade receivables	(22,317)		(22,050)
Rebate receivables
Receivables
Receivables, net	17,411		12,847
Other receivables
Receivables
Receivables, net	$ 2,242		$ 2,240

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenue
Revenue	$ 1,416,078	$ 1,126,464	$ 2,758,562	$ 2,205,204
Inter-segment eliminations
Revenue
Revenue	(6,415)		(8,378)
Specialty \| Oncology (Specialty)
Revenue
Revenue	706,291	638,630	1,393,188	1,246,911
Specialty \| Specialty Infusion (Specialty)
Revenue
Revenue	181,250	153,845	346,968	284,871
Specialty \| Immunology (Specialty)
Revenue
Revenue	142,952	142,405	278,551	280,456
Specialty \| Other (Specialty)
Revenue
Revenue	203,253	$ 191,584	368,018	$ 392,966
PBM \| Other (Specialty)
Revenue
Revenue	$ 188,747		$ 380,215

BUSINESS ACQUISITIONS - LDI Holding Company LLC (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended
	Dec. 20, 2017	Dec. 19, 2017	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill			$ 836,427	$ 836,427	$ 832,624
LDI Holding Company LLC
BUSINESS ACQUISITIONS
Cash	$ 520,157
Restricted common shares	79,088
Total	$ 599,245
Restricted common shares (in shares)	4,113,188
Market price (in dollars per share)		$ 20.24
Market price multiplier to factor in restricted nature of the shares (as a percent)		95.00%
Purchase consideration deposited into an escrow account	$ 7,500
Released from escrow to the sellers			6,357
Released from escrow to the company			1,143
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 143	$ 635
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	780
Receivables, net	38,028
Inventories	2,857
Prepaid expenses and other current assets	750
Property and equipment	3,016
Capitalized software for internal use	434
Definite-lived intangible assets	201,523
Other noncurrent assets	148
Accounts payable	(16,409)
Rebates payable	(23,121)
Accrued expenses - compensation and benefits	(2,329)
Accrued expenses - other	(1,948)
Deferred income taxes	(31,277)
Total identifiable net assets	172,452
Goodwill	426,793
Total acquisition price	599,245
Customer relationships \| LDI Holding Company LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 184,973
Definite-lived intangible assets
Useful Life	10 years
Trade names and trademarks \| LDI Holding Company LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 16,550
Definite-lived intangible assets
Useful Life	4 years

BUSINESS ACQUISITIONS - Pharmaceutical Technologies, Inc. (Details) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	Nov. 27, 2017	Nov. 24, 2017	Jun. 30, 2018	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill			$ 836,427	$ 832,624
Pharmaceutical Technologies, Inc.
BUSINESS ACQUISITIONS
Cash	$ 34,895
Restricted common shares	12,753
Total	$ 47,648
Restricted common shares (in shares)	835,017
Market price (in dollars per share)		$ 16.97
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Purchase consideration deposited into an escrow account	$ 9,005
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 555
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	9,851
Accounts receivable	20,622
Inventories	200
Prepaid expenses and other current assets	650
Property and equipment	13,545
Capitalized software for internal use	1,800
Definite-lived intangible assets	6,720
Accounts payable	(14,968)
Rebates payable	(7,882)
Accrued expenses - compensation and benefits	(160)
Accrued expenses - other	(4,886)
Total identifiable net assets	25,492
Goodwill	22,156
Total acquisition price	47,648
Customer relationships \| Pharmaceutical Technologies, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 5,900
Definite-lived intangible assets
Useful Life	10 years
Trade names and trademarks \| Pharmaceutical Technologies, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 820
Definite-lived intangible assets
Useful Life	2 years

BUSINESS ACQUISITIONS - Focus Rx Pharmacy Services Inc. and Focus Rx Inc. (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Sep. 01, 2017	Aug. 31, 2017	Jun. 30, 2018	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill			$ 836,427	$ 832,624
Focus Rx Pharmacy Services Inc. and Focus Rx Inc.
BUSINESS ACQUISITIONS
Cash	$ 17,252
Restricted common shares	5,643
Contingent consideration at fair value	2,080
Total	$ 24,975
Restricted common shares (in shares)	374,297
Market price (in dollars per share)		$ 16.75
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Maximum additional cash payouts per performance period	$ 1,500
Maximum payout of contingent consideration	3,000
Fair value of contingent liability			$ 2,870	$ 2,600
Purchase consideration deposited into an escrow account	$ 1,200
Deposit term into an escrow account	12 months
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	$ 1,809
Accounts receivable	4,954
Inventories	1,178
Definite-lived intangible assets	7,100
Other noncurrent assets	22
Accounts payable	(5,122)
Accrued expenses - compensation and benefits	(156)
Total identifiable net assets	9,785
Goodwill	15,190
Total acquisition price	24,975
Patient relationships \| Focus Rx Pharmacy Services Inc. and Focus Rx Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 3,700
Definite-lived intangible assets
Useful Life	7 years
Non-compete employment agreements \| Focus Rx Pharmacy Services Inc. and Focus Rx Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 2,200
Definite-lived intangible assets
Useful Life	3 years
Trade names and trademarks \| Focus Rx Pharmacy Services Inc. and Focus Rx Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,200
Definite-lived intangible assets
Useful Life	3 years

BUSINESS ACQUISITIONS - Accurate Rx Pharmacy Consulting, LLC (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended
	Jul. 05, 2017	Jul. 03, 2017	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill					$ 836,427	$ 832,624
Accurate Rx Pharmacy Consulting, LLC
BUSINESS ACQUISITIONS
Cash	$ 9,408
Restricted common shares	1,776
Contingent consideration at fair value	1,980
Total	$ 13,164
Restricted common shares (in shares)	131,108
Market price (in dollars per share)		$ 15.05
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Maximum additional cash payouts per performance period	$ 3,600
Maximum payout of contingent consideration	7,200
Fair value of contingent liability					$ 3,100	$ 1,600
Purchase consideration deposited into an escrow account	$ 1,000
Deposit term into an escrow account	15 months
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 83	$ 83
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	$ 1,295
Accounts receivable	2,196
Inventory	936
Prepaid expenses and other current assets	34
Definite-lived intangible assets	3,420
Other noncurrent assets	3
Accounts payable	(3,303)
Accrued expenses - compensation and benefits	(152)
Accrued expenses - other	(6)
Total identifiable net assets	4,423
Goodwill	8,741
Total acquisition price	13,164
Patient relationships \| Accurate Rx Pharmacy Consulting, LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 2,100
Definite-lived intangible assets
Useful Life	7 years
Non-compete employment agreements \| Accurate Rx Pharmacy Consulting, LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 670
Definite-lived intangible assets
Useful Life	5 years
Trade names and trademarks \| Accurate Rx Pharmacy Consulting, LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 650
Definite-lived intangible assets
Useful Life	3 years

BUSINESS ACQUISITIONS - WRB Communications, LLC (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended
	May 08, 2017	May 05, 2017	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill					$ 836,427	$ 832,624
WRB Communications, LLC
BUSINESS ACQUISITIONS
Cash	$ 26,804
Restricted common shares	4,291
Contingent consideration at fair value	530
Total	$ 31,625
Restricted common shares (in shares)	299,325
Market price (in dollars per share)		$ 15.93
Market price multiplier to factor in restricted nature of the shares (as a percent)		90.00%
Maximum additional cash payouts per performance period	$ 500
Amount received by the formers owners	1,000
Purchase consideration deposited into an escrow account	$ 1,950
Deposit term into an escrow account	18 months
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 227	$ 227
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	$ 1,018
Accounts receivable	2,593
Prepaid expenses and other current assets	179
Property and equipment	498
Definite-lived intangible assets	7,730
Other noncurrent assets	24
Accounts payable	(100)
Accrued expenses - other	(498)
Total identifiable net assets	11,444
Goodwill	20,181
Total acquisition price	31,625
Customer relationships \| WRB Communications, LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 5,200
Definite-lived intangible assets
Useful Life	7 years
Non-compete employment agreements \| WRB Communications, LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,530
Definite-lived intangible assets
Useful Life	4 years
Trade names and trademarks \| WRB Communications, LLC
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,000
Definite-lived intangible assets
Useful Life	2 years

BUSINESS ACQUISITIONS - Comfort Infusion, Inc. (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 22, 2017	Jul. 31, 2018	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill					$ 836,427	$ 832,624
Comfort Infusion, Inc.
BUSINESS ACQUISITIONS
Cash	$ 10,613
Contingent consideration at fair value	3,800	$ 2,000
Total	14,413
Maximum additional cash payouts per performance period	2,000
Maximum payout of contingent consideration	6,000
Fair value of contingent liability					$ 5,200	$ 4,300
Purchase consideration deposited into an escrow account	$ 1,050
Deposit term into an escrow account	18 months
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 81	$ 214
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	$ 104
Accounts receivable	575
Inventories	118
Prepaid expenses and other current assets	15
Definite-lived intangible assets	2,400
Other noncurrent assets	5
Accounts payable	(372)
Accrued expenses - other	(101)
Total identifiable net assets	2,744
Goodwill	11,669
Total acquisition price	14,413
Physician relationships \| Comfort Infusion, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,200
Definite-lived intangible assets
Useful Life	7 years
Non-compete employment agreements \| Comfort Infusion, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,200
Definite-lived intangible assets
Useful Life	5 years

BUSINESS ACQUISITIONS - Affinity Biotech, Inc. (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Feb. 01, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Summary of the preliminary fair value determination of the acquired assets and liabilities
Goodwill		$ 836,427		$ 832,624
Affinity Biotech, Inc.
BUSINESS ACQUISITIONS
Cash	$ 17,377
Contingent consideration at fair value	35	$ 2,269
Total	17,412
Maximum payout of contingent consideration	4,000
Fair value of contingent liability				$ 2,600
Purchase consideration deposited into an escrow account	$ 2,000
Deposit term into an escrow account	18 months
Acquisition-related costs charged to Selling, general, and administrative expenses			$ 203
Summary of the preliminary fair value determination of the acquired assets and liabilities
Cash	$ 1,043
Accounts receivable	3,433
Inventories	79
Prepaid expenses and other current assets	74
Definite-lived intangible assets	5,100
Other noncurrent assets	5
Accounts payable	(1,075)
Accrued expenses - compensation and benefits	(144)
Accrued expenses - other	(25)
Total identifiable net assets	8,490
Goodwill	8,922
Total acquisition price	17,412
Patient relationships \| Affinity Biotech, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 4,000
Definite-lived intangible assets
Useful Life	7 years
Non-compete employment agreements \| Affinity Biotech, Inc.
Summary of the preliminary fair value determination of the acquired assets and liabilities
Definite-lived intangible assets	$ 1,100
Definite-lived intangible assets
Useful Life	5 years

BUSINESS ACQUISITIONS - Pro Forma Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Pro Forma Operating Results
Net sales	$ 1,251,859	$ 2,462,258
Net (loss) income attributable to Diplomat Pharmacy, Inc.	$ (2,887)	$ 1,958
Net (loss) income per common share - basic & diluted (in dollars per share)	$ (0.04)	$ 0.03

FAIR VALUE MEASUREMENTS - Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Contingent consideration
Fair value measurements
Asset (Liability)	$ (11,170)	$ (12,100)
Interest Rate Swaps
Fair value measurements
Asset (Liability)	(1,287)
Level 2 \| Interest Rate Swaps
Fair value measurements
Asset (Liability)	(1,287)
Level 3 \| Contingent consideration
Fair value measurements
Asset (Liability)	$ (11,170)	$ (12,100)

FAIR VALUE MEASUREMENTS - Roll forward of Level 3 Measurements (Details) - Contingent consideration $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Level 3 measurements
Balance at beginning of the period	$ (12,100)
Changes in fair values	(2,339)
Payments	3,269
Balance at end of the period	$ (11,170)

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS - Roll forward of goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Changes in the carrying amount of goodwill
Balance as of beginning of period	$ 832,624
Miscellaneous	3,803
Balance as of end of period	$ 836,427

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS - Goodwill by reporting segment (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Acquired Intangible Assets
Goodwill	$ 836,427	$ 832,624
PBM
Acquired Intangible Assets
Goodwill	450,589	446,740
Specialty
Acquired Intangible Assets
Goodwill	$ 385,838	$ 385,884

GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS - Definite-lived intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Definite-lived intangible assets
Gross Carrying Amount	$ 493,282		$ 493,282		$ 493,282
Accumulated Amortization	(135,441)		(135,441)		(101,271)
Net Carrying Amount	357,841		357,841		392,011
Amortization expense	17,160	$ 10,307	34,170	$ 19,992
Customer relationships
Definite-lived intangible assets
Gross Carrying Amount	196,073		196,073		196,073
Accumulated Amortization	(12,115)		(12,115)		(1,141)
Net Carrying Amount	183,958		183,958		194,932
Patient relationships
Definite-lived intangible assets
Gross Carrying Amount	170,100		170,100		170,100
Accumulated Amortization	(58,904)		(58,904)		(49,643)
Net Carrying Amount	111,196		111,196		120,457
Non-compete employment agreements
Definite-lived intangible assets
Gross Carrying Amount	61,389		61,389		61,389
Accumulated Amortization	(37,107)		(37,107)		(30,560)
Net Carrying Amount	24,282		24,282		30,829
Trade names and trademarks
Definite-lived intangible assets
Gross Carrying Amount	44,020		44,020		44,020
Accumulated Amortization	(19,305)		(19,305)		(13,624)
Net Carrying Amount	24,715		24,715		30,396
Physician relationships
Definite-lived intangible assets
Gross Carrying Amount	21,700		21,700		21,700
Accumulated Amortization	(8,010)		(8,010)		(6,303)
Net Carrying Amount	$ 13,690		$ 13,690		$ 15,397

DEBT (Details) - USD ($) $ in Thousands	6 Months Ended
DEBT (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Term Loan
Debt
Unamortized debt issuance costs	$ 16,016	$ 17,402
Term Loan \| GE
Debt
Amount of borrowings outstanding	$ 470,250	$ 550,000
Term Loan A \| GE
Debt
Interest rate (as a percent)	4.35%	4.04%
Term Loan B \| GE
Debt
Interest rate (as a percent)	6.60%	6.04%
Line of credit \| GE
Debt
Amount of borrowings outstanding	$ 135,100	$ 188,250
Amount of borrowings available under the credit agreement	114,900	$ 61,750
Maximum borrowing capacity	$ 250,000
Interest rate (as a percent)	4.35%	4.04%
Minimum \| Line of credit \| GE
Debt
Monthly unused commitment fee (as a percent)	0.30%
Maximum \| Line of credit \| GE
Debt
Monthly unused commitment fee (as a percent)	0.40%

INTEREST RATE SWAPS (Details) - Interest Rate Swaps $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018 USD ($) item	Jun. 30, 2018 USD ($)
Number of interest rate swap agreements \| item	2
Other Noncurrent Assets
Interest rate swap	$ 1,287	$ 1,287
Cash Flow Hedging
Cash flow hedging instruments, net of tax		(962)
Cash flow hedging instruments, before tax		(1,287)
Cash flow hedging instruments, tax		325
Term Loan
Principal balance	300,000	300,000
Term Loan A
Principal balance	150,000	150,000
Term Loan B
Principal balance	$ 150,000	$ 150,000

SHARE-BASED COMPENSATION - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Number of Options
Outstanding at beginning of period (in shares)	6,108,292
Granted (in shares)	411,486
Exercised (in shares)	(330,399)
Cancelled/expired (in shares)	(635,004)
Outstanding at end of period (in shares)	5,554,375	6,108,292
Exercisable at end of period (in shares)	1,572,284
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 18.62
Granted (in dollars per share)	21.39
Exercised (in dollars per share)	10.14
Cancelled/expired (in dollars per share)	21.32
Outstanding at end of period (in dollars per share)	19.04	$ 18.62
Exercisable at end of period (in dollars per share)	$ 19.84
Weighted Average Remaining Contractual Life
Outstanding (in years)	8 years 4 months 24 days	8 years 6 months
Exercisable (in years)	7 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding at end of period	$ 45,087	$ 25,777
Exercisable at end of period	$ 14,766

SHARE-BASED COMPENSATION - Information and Valuation Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Share-based compensation
Total compensation expense	$ 2,003	$ 2,626	$ 4,152	$ 3,514
Assumptions used to determine the valuation of granted options
Expected dividend yield (as a percent)			0.00%
Key employees
Share-based compensation
Maximum term of stock option plan			10 years
Key employees \| Tranche One
Share-based compensation
Granted (in shares)			306,486
Percentage of options exercisable in installments beginning on the first anniversary of the grant date and each of the three anniversaries thereafter			33.30%
Key employees \| Tranche Two
Share-based compensation
Granted (in shares)			105,000
Percentage of options exercisable in installments beginning on the first anniversary of the grant date and each of the three anniversaries thereafter			25.00%
Minimum
Assumptions used to determine the valuation of granted options
Exercise price	$ 20.52		$ 20.52
Expected volatility (as a percent)			36.06%
Risk-free rate for expected term (as a percent)			2.33%
Expected life (in years)			6 years
Maximum
Assumptions used to determine the valuation of granted options
Exercise price	$ 24.29		$ 24.29
Expected volatility (as a percent)			38.36%
Risk-free rate for expected term (as a percent)			2.73%
Expected life (in years)			6 years 3 months
Service-based awards \| 2014 Plan \| Key employees
Share-based compensation
Granted (in shares)			330,135
Make-whole inducement award \| Key employees
Share-based compensation
Granted (in shares)			81,351
Stock Options
Share-based compensation
Granted (in shares)			411,486
Weighted average grant-date fair value of options granted (in dollars per share)			$ 8.75

SHARE-BASED COMPENSATION - Restricted Stock Units and Restricted Stock Awards (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) installment $ / shares shares	Jun. 30, 2017 USD ($)
Additional disclosures
Share-based compensation expense \| $	$ 2,003	$ 2,626	$ 4,152	$ 3,514
Restricted Stock Units
Number of Shares Subject to Restriction
Outstanding at the beginning of the period (in shares)			66,639
Granted (in shares)			3,316,566
Vested and issued (in shares)			(58,388)
Cancelled/expired (in shares)			(51,975)
Outstanding at the end of the period (in shares)	3,272,842		3,272,842
Weighted Average Grant Date Fair Value
Outstanding at the beginning of the period (in dollars per share) \| $ / shares			$ 14.65
Granted (in dollars per share) \| $ / shares			23.32
Vested (in dollars per share) \| $ / shares			21.69
Cancelled/expired (in dollars per share) \| $ / shares			21.23
Outstanding at the end of the period (in dollars per share) \| $ / shares	$ 23.20		$ 23.20
Additional disclosures
Vesting period			3 years
Share-based compensation expense \| $	$ 4,819	105	$ 5,693	105
Service-based awards, RSUs \| Key employees
Number of Shares Subject to Restriction
Granted (in shares)			890,581
Sign-on inducement award, RSUs \| Key employees
Number of Shares Subject to Restriction
Granted (in shares)			124,875
Make-whole inducement award, RSUs \| Key employees
Number of Shares Subject to Restriction
Granted (in shares)			33,716
Performance-based RSUs
Additional disclosures
Percentage of performance-based RSUs granted shares accounted will be earned			50.00%
Percentage of performance-based RSUs granted shares accounted will be forfeited			50.00%
Performance-based RSUs \| Key employees
Number of Shares Subject to Restriction
Granted (in shares)			139,512
Additional disclosures
Number of installments in which the award vest \| installment			3
Make-whole inducement award, performance-based RSUs
Additional disclosures
Percentage of performance-based RSUs granted shares accounted will be earned			25.00%
Percentage of performance-based RSUs granted shares accounted will be forfeited			75.00%
Make-whole inducement award, performance-based RSUs \| Key employees
Number of Shares Subject to Restriction
Granted (in shares)			629,372
Additional disclosures
Number of installments in which the award vest \| installment			3
Sign-on inducement award, performance-based RSUs
Additional disclosures
Percentage of performance-based RSUs granted shares accounted will be earned			25.00%
Percentage of performance-based RSUs granted shares accounted will be forfeited			75.00%
Sign-on inducement award, performance-based RSUs \| Key employees
Additional disclosures
Number of installments in which the award vest \| installment			3
Number of performance-based RSUs additional granted shares			1,498,500
Restricted Stock Awards
Number of Shares Subject to Restriction
Outstanding at the beginning of the period (in shares)			34,291
Granted (in shares)			21,924
Vested and issued (in shares)			(31,732)
Outstanding at the end of the period (in shares)	24,483		24,483
Weighted Average Grant Date Fair Value
Outstanding at the beginning of the period (in dollars per share) \| $ / shares			$ 17.45
Granted (in dollars per share) \| $ / shares			23.26
Vested (in dollars per share) \| $ / shares			17.68
Outstanding at the end of the period (in dollars per share) \| $ / shares	$ 22.36		$ 22.36
Additional disclosures
Vesting period			1 year
Share-based compensation expense \| $	$ 139	$ 95	$ 277	$ 179

INCOME TAXES - Reconciliation of income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Reconciliation of income taxes computed at the United States federal statutory tax rate to income tax benefit (expense)
Income tax benefit (expense) at U.S. statutory rate			$ 744	$ (3,412)
Non-deductible employee compensation in excess of $1,000			(1,158)
State income taxes, net of federal benefit			(763)	(435)
Share-based compensation (Note 3)			542	2,271
Other			(236)	(187)
Income tax expense	$ (1,740)	$ 544	$ (871)	$ (1,763)

(LOSS) INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Numerator:
Net (loss) income attributable to Diplomat Pharmacy, Inc.	$ (3,964)	$ 3,591	$ (4,414)	$ 7,958
Denominator:
Weighted average common shares outstanding, basic (in shares)	74,158,622	67,528,151	74,077,916	67,209,280
Weighted average dilutive effect of stock options, RSAs and RSUs		683,731		788,649
Weighted average common shares outstanding, diluted (in shares)	74,158,622	68,211,882	74,077,916	67,997,929
Net (loss) income per common share:
Basic (in dollars per share)	$ (0.05)	$ 0.05	$ (0.06)	$ 0.12
Diluted (in dollars per share)	$ (0.05)	$ 0.05	$ (0.06)	$ 0.12
Stock Options, RSAs and RSUs
Net (loss) income per common share:
Anti-dilutive securities excluded (in shares)	374,080		398,051
Restricted Stock Awards
Net (loss) income per common share:
Anti-dilutive securities excluded (in shares)	7,228	9,340	3,614	5,950
Service-based and Performance-based stock options
Net (loss) income per common share:
Anti-dilutive securities excluded (in shares)	4,032,813	3,174,060	4,022,012	2,803,785
Performance-based stock options
Net (loss) income per common share:
Anti-dilutive securities excluded (in shares)	574,138	995,517	574,138	497,759
Service-based RSUs
Net (loss) income per common share:
Anti-dilutive securities excluded (in shares)	766,971	86,488	409,262	43,244
Performance-based RSUs
Net (loss) income per common share:
Anti-dilutive securities excluded (in shares)	770,859		389,305

OPERATIONS BY REPORTING SEGMENT (Details) $ in Thousands		3 Months Ended		6 Months Ended
OPERATIONS BY REPORTING SEGMENT (Details) $ in Thousands	Jan. 01, 2018 segment	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)
Segment reporting information
Number of operating segments \| segment	2
Net Sales		$ 1,416,078	$ 1,126,464	$ 2,758,562	$ 2,205,204
Cost of Sales		(1,317,662)	(1,059,750)	(2,569,768)	(2,068,728)
Gross Profit		98,416	66,714	188,794	136,476
Inter-segment eliminations
Segment reporting information
Net Sales		(6,415)		(8,378)
Cost of Sales		6,415		8,378
Specialty \| Operating Segments
Segment reporting information
Net Sales		1,233,746	1,126,464	2,386,725	2,205,204
Cost of Sales		(1,161,206)	(1,059,750)	(2,241,365)	(2,068,728)
Gross Profit		72,540	$ 66,714	145,360	$ 136,476
PBM \| Operating Segments
Segment reporting information
Net Sales		188,747		380,215
Cost of Sales		(162,871)		(336,781)
Gross Profit		$ 25,876		$ 43,434

OPERATIONS BY REPORTING SEGMENT - Total Assets by Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jan. 02, 2018	Dec. 31, 2017
Segment reporting information
Total assets	$ 1,817,870	$ 1,940,253	$ 1,940,423
Specialty
Segment reporting information
Total assets	1,086,860		1,190,188
PBM
Segment reporting information
Total assets	$ 731,010		$ 750,235

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