EXPRESS SCRIPTS INC
8-K, 1997-11-04
SPECIALTY OUTPATIENT FACILITIES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FROM 8-K

                                 Current Report


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report:   October 31, 1997

                              Express Scripts, Inc.
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)


         Delaware                        0-20199                 43-1420563
- -----------------------------  ------------------------   -------------------
(State or other jurisdiction     (Commission File No.)     (I.R.S. Employer 
       of corporation)                                      Identification No.)


14000 Riverport Drive, Maryland Heights, Missouri              63043
- -------------------------------------------------    --------------------------
(Address of Principal Executive Offices)                    (Zip Code)


Registrant's telephone number, including area code:      (314) 770-1666
                                                      -------------------------


- ------------------------------------------------------------------------------ 
      (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events

     On October 23, 1997,  Express Scripts,  Inc. issued a press release, a copy
of which is  attached  hereto  as  Exhibit  99.1,  and  incorporated  herein  by
reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

      (c) The following exhibit is filed as part of this report on Form 8-K:

          Exhibit 99.1 Press release, dated October 23, 1997, by Express
Scripts, Inc.

<PAGE>

                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           EXPRESS SCRIPTS, INC.


Date:    October 31, 1997                  By:/S/ BARRETT A. TOAN 
                                             -------------------
                                              Barrett A. Toan
                                              President
<PAGE>

                                  EXHIBIT INDEX


  EXHIBIT NO.   DESCRIPTION 

    99.1        Press release, dated October 23, 1997, by Express Scripts, Inc.


                                  EXHIBIT 99.1

                    EXPRESS SCRIPTS REPORTS STRONG GROWTH AND
                     RECORD INCOME FOR THIRD QUARTER OF 1997

ENROLLMENT GAINS PACE 64.6 PERCENT REVENUE GAIN;
22.8 PERCENT NET INCOME INCREASE

     ST.  LOUIS,  Oct.  23,  1997--Express  Scripts,  Inc.  (NASDAQ:ESRX)  today
reported  another  record  quarter of sales and revenue  growth,  producing  net
income of $8.6 million in 1997's third  quarter,  up 22.8 percent  compared with
the $7.0  million  earned in the third  quarter  of 1996.  Per share net  income
increased  23.8  percent,  rising  to 52 cents  from 42 cents  the  prior  year.
Revenues  reached a record $319.9 million for the third quarter of this year, an
increase of 64.6 percent from $194.3 million for the period in 1996.

     Enrollment in Express Scripts'  pharmacy benefit  management (PBM) programs
grew by 600,000  members,  reaching  a total of  approximately  12.2  million at
September 30, 1997  compared with 11.6 million at the end of the second  quarter
of this year.  Express  Scripts has enrolled  approximately  100,000  additional
members as of the beginning of the fourth quarter,  pushing total  enrollment as
of October 1 to more than 12.3 million.

     "Continued  rapid   enrollment   growth  in  our  PBM  programs  and  solid
contributions from Express Scripts other healthcare  management businesses drove
another  quarter of strong  fundamental  earnings  gains," said Barrett A. Toan,
Express  Scripts'  president  and chief  executive  officer.  "Express  Scripts'
success has come from  increasing  the market  penetration  of its PBM services,
while  leveraging  our  independence  and capacity to augment this core business
with a broad range of advanced, integrated healthcare management solutions."

     Toan also announced  that ESI Canada,  the company's  Canadian  subsidiary,
will provide PBM services to First Canadian Health Management Corporation, Inc.,
a subsidiary of Aetna Life  Insurance  Company of Canada.  The program for which
services will be provided covers 640,000 registered Indians and Inuit in Canada,
and will commence on July 1, 1998 and run through June 30, 2003.

     "With the First  Canadian  Health  Management  contract and the Bell Canada
agreement with Manulife announced earlier this year, ESI Canada will service two
of the largest PBM contracts  awarded in Canada  during 1997," Toan noted.  "Our
Canadian  operations  cover more than  900,000  lives as of the end of the third
quarter and growth prospects in Canada continue to be strong."

     Also during the quarter,  Express  Scripts  earned the highest  ranking for
overall customer  satisfaction for the second consecutive year in an independent
industry survey conducted by the Pharmacy Benefit  Management  Institute (PBMI).
The annual survey,  which looked at nine different PBMs,  placed Express Scripts
number one in nine of 21  categories  and in the top two of 18  categories.  The
company  achieved  particularly  high  marks for cost  management,  consultative
services, clinical and administrative capabilities, and pharmacy network.

     "Our second  consecutive top ranking in the PBMI survey illustrates that we
have been able to  deliver  quality  service,  while  continuing  to drive  down
pharmacy benefit costs," Toan added.

     Express Scripts noted several additional  achievements  during the quarter,
including:

*    Its strategic partnership with Premier, a nationwide alliance of integrated
healthcare  providers,  continued to expand,  with ESI providing PBM services to
more than 900,000 lives.

*    Express  Health  LineSM,  the  company's  informed  decision  counseling
service, is now serving  approximately  700,000 members of NYLCare Health Plans,
Inc. The NYLCare  agreement is expected to expand service to  approximately  one
million lives by the end of 1997.

*    ESI  Vision  Care  introduced  the  Universal  Allowance  Plan,  a uniquely
designed vision benefit program with a simple, customer-friendly approach.

*    Express  TherapeuticsSM,  the company's  advanced drug utilization  review,
drug therapy and clinical intervention product, now has seven contracts covering
175,000 lives, which it will implement by Jan. 1, 1998.

*    Express  PreferenceSM,   a  drug  therapy  management  program,  saw  total
enrollment reach 4.2 million lives.

     Express Scripts' complementary healthcare business units all contributed to
the company's  performance  during the third quarter of 1997.  Practice Patterns
Science continues to enhance its healthcare decision support offerings.  Therapy
days at  IVTx,  the  company's  home  infusion  services  division,  and  orders
processed  by ESI Vision  Care  increased  28.2  percent  for the third  quarter
compared to the prior year.  Combined  revenues for IVTx,  ESI Vision Care,  and
integrated  medical and drug data analysis  services  increased 34.3 percent for
the third quarter of 1997 compared with the same period in 1996.

     The cost of revenues for the third quarter of 1997  increased  69.2 percent
to $291.6  million,  compared  with  $172.3  million for 1996's  third  quarter.
Selling, general and administrative (SG&A) expenses increased at a significantly
slower rate,  rising 35.1 percent to $15.8  million this year from $11.7 million
in 1996. As a percentage of net revenue,  SG&A expenses decreased to 4.9 percent
this year from 6.0 percent in 1996.

     "Express  Scripts   continued  to  post  solid   improvements  in  baseline
profitability  measures  driven by revenue  gains, a decline in our SG&A expense
ratios and  additional  economies of scale,"  added Toan.  "As has been the case
throughout  the year,  our gross margins  continue to be affected by competitive
factors in the market and the trend toward  higher  utilization  by customers of
Express  Scripts' own pharmacy  network,  which results in drug  ingredient cost
being included in both revenues and cost of revenues."

     The company  finished the third quarter with the strongest cash position in
its history. Express Scripts' cash and cash equivalents totaled $45.7 million as
of  September  30, 1997,  up 81.4 percent from the $25.2  million on the balance
sheet at the end of the prior calendar year and 501.8 percent compared with $7.6
million on September 30, 1996.

     Express  Scripts' other income for the third quarter of 1997 increased 43.1
percent to $1.6 million from $1.1 million in the comparable period of 1996.

     For the first nine months of 1997,  Express Scripts  reported net income of
$24.4  million,  an increase of 28.4 percent  compared with $19.0 million in the
first  three  quarters  of last year.  Per share net income for the nine  months
ended  September  30, 1997 was $1.48,  up 26.5  percent from the $1.17 per share
reported  for the period in 1996.  Net  revenues  grew by 61.2 percent to $882.4
million in the period this year from $547.4 million in 1996.

     Express  Scripts,  Inc. is a leader in progressive  healthcare  management,
delivering advanced capabilities in several complementary healthcare businesses.
Express Scripts' pharmacy benefit management business currently provides managed
prescription  drug  services  to more than 12.3  million  members  in the United
States and Canada. Practice Patterns Science, Inc. offers healthcare information
management services, linking healthcare data from all points of care. ESI Vision
Care is the company's  eyecare  management  business.  IVTx applies managed care
principles to infusion therapy  management.  Health Management Services provides
comprehensive  informed  decision  counseling  and disease  management  services
through  a 24-hour  call  center  staffed  by nurses  and  pharmacists.  Express
Scripts' businesses serve HMOs, third-party administrators, insurance companies,
unions and  self-insured  employers.  Express  Scripts is  headquartered  in St.
Louis.

     THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS,  INCLUDING, BUT NOT
LIMITED TO, STATEMENTS RELATED TO THE COMPANY'S PLANS, OBJECTIVES,  EXPECTATIONS
OR INTENTIONS.  THESE STATEMENTS  INVOLVE RISKS AND UNCERTAINTIES THAT MAY CAUSE
THE COMPANY'S  ACTUAL RESULTS TO DIFFER  SIGNIFICANTLY  FROM THOSE  PROJECTED OR
SUGGESTED.  FACTORS  WHICH MAY  IMPACT  ANY  FORWARD-LOOKING  STATEMENT  INCLUDE
HEIGHTENED  COMPETITION;  THE POSSIBLE  TERMINATION  OF  CONTRACTS  WITH CERTAIN
CLIENTS;   CHANGES  IN  PRICING  OR   DISCOUNT   PRACTICES   OF   PHARMACEUTICAL
MANUFACTURERS;  THE ABILITY OF THE COMPANY TO CONSUMMATE  CONTRACT  NEGOTIATIONS
WITH  PROSPECTIVE  CLIENTS;  COMPETITION  IN THE BIDDING AND  PROPOSAL  PROCESS;
ADVERSE RESULTS IN CERTAIN  LITIGATION AND REGULATORY  MATTERS;  THE ADOPTION OF
ADVERSE LEGISLATION OR A CHANGE IN THE INTERPRETATION OF EXISTING LEGISLATION OR
REGULATIONS;  RISKS  ASSOCIATED WITH THE DEVELOPMENT OF NEW PRODUCTS;  AND OTHER
RISKS  DESCRIBED  FROM TIME TO TIME IN THE  COMPANY'S  PUBLIC  FILINGS  WITH THE
SECURITIES AND EXCHANGE COMMISSION.

Financial tables follow:

<PAGE>


                              EXPRESS SCRIPTS, INC.
                             STATEMENT OF OPERATIONS
              (in thousands, except per share and percentage data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                    Three Months Ended                               Nine Months Ended
                                       September 30                                    September 30

                               ---------------------------                      ---------------------------
                                  1997            1996          % Change           1997           1996          % Change
<S>                                <C>             <C>              <C>             <C>            <C>              <C>   
                               ------------    ------------                     ------------   ------------    ------------
Net Revenues                      $319,937        $194,324          64.64%         $882,442       $547,437          61.20%
                               ------------    ------------                     ------------   ------------
Cost and expenses:
Cost of revenues                   291,590         172,316          69.22%          803,794        484,098          66.04%
Selling, general, &                 15,758          11,668          35.05%           42,789         34,310          24.71%
administrative                 ------------    ------------                     ------------   ------------
                                   307,348         183,984          67.05%          846,583        518,408          63.30%
                               ------------    ------------                     ------------   ------------
Operating Income                    12,589          10,340          21.75%           35,859         29,029          23.53%
                               ------------    ------------                     ------------   ------------
Other income (expense):
Interest income                      1,609           1,117          44.05%            4,171          2,256          84.88%
Interest expense                      (29)            (13)         123.08%             (65)           (38)          71.05%
                               ------------    ------------                     ------------   ------------             
                                     1,580           1,104          43.12%            4,106          2,218          85.12%
                               ------------    ------------                     ------------   ------------
Income before income taxes          14,169          11,444          23.81%           39,965         31,247          27.90%
Provision for income taxes           5,556           4,430          25.42%           15,580         12,250          27.18%
                               ------------    ------------                     ------------   ------------
Net income                       $   8,613       $   7,014          22.80%           24,385      $  18,997          28.36%
                               ============    ============                     ============   ============

Primary earnings per share           $0.52           $0.42          23.81%            $1.48          $1.17          26.50%
                               ============    ============                     ============   ============
Weighted average number of
common shares outstanding           16,593          16,739                           16,503         16,263
during the period

</TABLE>


                               NON-FINANCIAL DATA
                     (in thousands, except percentage data)
                                   (unaudited)
<TABLE>
<CAPTION>

                               Three Months Ended                               Nine Months Ended
                                  September 30                                     September 30
                           ---------------------------                    ----------------------------
                              1997           1996          % Change           1997              1996         % Change
<S>                           <C>           <C>              <C>            <C>              <C>              <C>   
                           ------------   ------------    ------------    -------------- -------------       ---------   

Pharmacy network claims       18,160        13,971           29.98%         52,958           41,846           26.55%
processed

Mail pharmacy claims           1,021           696           46.70%          2,865            2,020           41.83%
filled

Number of pharmacies in                                                       50.3             47.1            6.79%
network

Pharmacy benefit covered                                                    12,200            9,500           28.42%
lives

Drug spend                  $630,162       $414,759          51.93%      1,758,490       $1,164,129           51.06%

</TABLE>

<PAGE>

                              EXPRESS SCRIPTS, INC.
                                  BALANCE SHEET
                                ($ in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                  September 30,          December 31,         September 30,
                                                       1997                  1996                  1996
<S>                                                     <C>                   <C>                   <C>      
                                                 -----------------     -----------------     -----------------
Assets
Current assets
      Cash and cash equivalents                         $  45,742             $  25,211             $   7,601
      Short term investments                               57,172                54,388                53,831
      Receivables, net                                    202,624               163,805               158,366
      Inventories                                          20,758                17,491                21,951
      Deferred taxes and prepaid expenses                   3,066                 2,254                 2,102
                                                 -----------------     -----------------     -----------------
        Total current assets                              329,362               263,149               243,851
                                                 -----------------     -----------------     -----------------

Property and equipment (net)                               26,797                21,447                20,817
Other assets                                               12,275                15,829                13,894
                                                 =================     =================     =================
Total assets                                             $368,434              $300,425              $278,562
                                                 =================     =================     =================

Liabilities and Stockholders' Equity

Current liabilities
     Claims payable                                      $132,492             $  98,865             $  83,558
     Accounts payable                                      20,267                16,347                12,714
     Accrued expenses                                      21,554                19,678                18,962
                                                 -----------------     -----------------     -----------------
        Total current liabilities                         174,313               134,890               115,234
                                                 -----------------     -----------------     -----------------

Deferred income taxes                                       1,180                 1,445                 1,459

Total stockholders' equity                                192,941               164,090               161,869
                                                 =================     =================     =================
Total liabilities and stockholders' equity               $368,434              $300,425              $278,562
                                                 =================     =================     =================
</TABLE>











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