EXPRESS SCRIPTS INC
8-K, 1997-04-30
SPECIALTY OUTPATIENT FACILITIES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report


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


Date of Report:   April 25, 1997


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


           Delaware                      0-20199                43-1420563
- -------------------------------- ------------------------ ---------------------
(State or other jurisdiction of    (Commission File No.)  (I.R.S. Employer 
      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 April 24, 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 April 24, 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:    April 25, 1997                    By: /s/ Barrett A. Toan
                                              Barrett A. Toan, President
                                              and Chief Executive Officer
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.        DESCRIPTION

   99.1            Press release, dated April 24, 1997 by Express Scripts, Inc.

<PAGE>





                                  EXHIBIT 99.1

                         EXPRESS SCRIPTS' NET INCOME UP
                     36.9 PERCENT FOR FIRST QUARTER OF 1997

   One Million New Members; 55.6 Percent Revenue Gain Pace Record Performance

     ST.  LOUIS,  April  24,  1997--Express  Scripts,  Inc. (NASDAQ:ESRX)  today
reported that net income for the first quarter of 1997 increased 36.9 percent to
$7.6 million,  up from $5.6 million for the comparable period in 1996.  Earnings
per share rose to 46 cents, up 27.8 percent from the 36 cents per share reported
for the first three months of 1996.  Net  revenues  increased by 55.6 percent to
$262.0  million for the  quarter,  compared to  $168.4 million  reported for the
first quarter last year.

     The Company added  approximately  one million new members  during the first
quarter of 1997,  increasing total enrollment in its pharmacy benefit management
(PBM) programs by  10.1 percent  to 10.9 million at March 31, 1997 compared with
9.9 million at the end of 1996.  Since March 31, 1996,  membership has increased
21.1 percent.

     "Express Scripts added a significant number of new members during the first
quarter of the year as we finalized several  important  contracts," said Barrett
A. Toan, the Company's  president and chief executive officer.  "This enrollment
growth,  the trend toward  increased  utilization of prescription  drugs for the
treatment of a variety of conditions plus a proportionately  greater utilization
of the Company's  pharmacy  network  drove strong  revenue gains in our core PBM
programs."

     "Solid  revenue  growth was also  reported by Express  Scripts'  vision and
infusion  therapy  services,  and our integrated  medical and drug data analysis
services," he added.  "The ongoing  expansion of these higher margin  businesses
demonstrates  that we remain on track in the  implementation  of our progressive
healthcare management strategy."

     The  most  significant   contributor  to  Express  Scripts'  first  quarter
membership  gain was the signing of a contract  with  RightCHOICE  Managed Care,
Inc., which was announced previously.  The three-year agreement initially covers
approximately  500,000  members  in the Blue Cross and Blue  Shield of  Missouri
subsidiary's   health  maintenance   organization   (HMO),   preferred  provider
organization (PPO) and point-of-service  (POS) programs.  Services could also be
provided to up to 1.4 million  additional members enrolled in affiliated PPO and
third-party administration programs.

     "In  addition  to bringing a  significant  number of new members to Express
Scripts,  our  relationship  with  RightCHOICE  reflects  our  vision of helping
clients  by  finding  new and  better  ways for them to  manage  their  pharmacy
benefits,"  explained  Toan.  "We will work closely with  RightCHOICE to provide
quality  pharmacy  benefit service for their members and increased  control over
drug costs,  and they will take advantage of some of our most advanced  products
and services."

     RightCHOICE is utilizing the information management and consulting services
available through Express Scripts' Practice Patterns Science (PPS) subsidiary to
help manage healthcare spending and develop disease management initiatives.  The
contract   also   covers   consultative   PBM   services,   components   of  the
ExpressTherapeuticsSM advanced  drug  utilization  review  program,   and  the
ExpressPreferenceSM drug therapy management program, which is designed to manage
prescription  drug costs by increasing  the use of  effective,  but less costly,
drugs over more expensive therapeutic equivalents.

Toan pointed to other first quarter achievements, including:

     - Express Health LineSM, the informed decision counseling service announced
in February,  is fully staffed and has begun handling calls through its contract
with NYLCare Health Plans,  Inc. This agreement is expected to eventually  cover
up to one million NYLCare  members,  and Express Scripts is actively  bidding on
additional Express Health LineSM business.

     - PPS announced the development of  PTE-RegistryTM, a national  comparative
database  that is an  important  resource  for the  pharmaceutical  industry and
healthcare providers. PTE-RegistrySM allows manufacturers to develop new drugs
in a more targeted  manner and gives  providers  data to establish  more  
effective treatment guidelines.

     - ExpressPreferenceSM has crossed the three million lives mark.

     Each  of  Express  Scripts'  non-PBM  business  units  contributed  to  the
Company's strong overall performance for the period. PPS added two new contracts
with health plans  covering an  additional  550,000  lives and one new agreement
with a drug  manufacturer.  Therapy days at IVTx,  the  company's  home infusion
services division, and orders processed by the company's vision subsidiary,  ESI
Vision Care,  increased by 28.9  percent for the first  quarter  compared to the
prior year.  Combined revenues for IVTx, ESI Vision Care, and integrated medical
and drug data  analysis  services  increased  40.7  percent  for the first three
months of 1997 compared with 1996's first quarter.

     The cost of revenues for the first quarter of 1997  increased  59.3 percent
to $237.3  million,  compared with $149.0  million for the first three months of
1996. Selling, general and administrative (SG&A) expenses increased by just 28.0
percent to $13.3 million from $10.4 million,  and as a percentage of net revenue
decreased to 5.1 percent this year from 6.2 percent in 1996.

     "We have seen a movement to higher  utilization by our customers of Express
Scripts' own pharmacy network.  This gives us greater leverage to negotiate more
favorable  pricing on behalf of our clients,"  explained Toan.  "This shift does
result in some reduction in gross margin, because we include the drug ingredient
cost in both  revenues and cost of revenues  when our network is used.  When the
client's network is used, we record only our administrative fee in revenues.  In
addition,  this increase in cost of revenues is being offset by a decline in our
SG&A expense ratios, as we recognize  additional economies of scale and continue
to manage costs effectively."

     Other income for the first three months of 1997 increased  459.0 percent to
$1.2 million from $222,000 in the opening  quarter of 1996. This increase is due
primarily  to income  generated  through the  investment  of  proceeds  from the
Company's April 1996 offering of 1,150,000 shares of Class A common stock.

     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  10.9 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 and
PhyNet,  Inc.  form the  Company's  eyecare  management  business.  IVTx applies
managed care principles to infusion  therapy  management.  Express Health LineSM
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
(http://www.express-scripts.com) 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; 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
                                                        March 31
                                              -------------------------------
                                                 1997               1996               % 
                                                                                    Change
<S>                                             <C>                <C>                <C>   
                                              ------------       ------------    ------------
Net Revenues                                    $ 261,990          $ 168,389          55.59%
                                              ------------       ------------
Cost and expenses:
Cost of revenues                                  237,298            148,985          59.28%
Selling, general, & administrative                 13,298             10,387          28.03%
                                              ------------       ------------       
                                                  250,596            159,372          57.24%
                                              ------------       ------------
Operating Income                                   11,394              9,017          26.36%
                                              ------------       ------------
Other income (expense):
Interest income                                     1,259                235         435.74%
Interest expense                                     (18)               (13)          38.46%
                                              ------------       -----------
                                                    1,241                222         459.01%
                                              ------------       ------------
Income before income taxes                         12,635              9,239          36.76%
Provision for income taxes                          4,994              3,659          36.49%
                                              ------------       ------------
Net income                                     $    7,641         $    5,580          36.94%
                                              ============       ============

Primary earnings per share                    $      0.46         $     0.36          27.78%
                                              ============       ============

Weighted average number of common shares
outstanding during the period                      16,436             15,483

</TABLE>
<PAGE>

                              Express Scripts, Inc.
                                  Balance Sheet
                                ($ in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        
                                                        March 31,         December 31,         March 31
                                                           1997               1996               1996
<S>                                                   <C>                 <C>                 <C>         
                                                      ---------------     --------------     --------------
Assets
     Current assets

          Cash and cash equivalents                   $       11,034      $      25,211       $      6,903
          Short term investments                              54,837             54,388
          Receivables, net                                   187,892            163,805            138,032
          Inventories                                         27,658             17,491             18,120
          Deferred taxes and prepaid expenses                  2,994              2,254              1,727
                                                      ---------------     -------------      --------------
                Total current assets                         284,415            263,149            164,782
                                                      ---------------     --------------     --------------
Property and equipment (net)                                  25,777             21,447             18,553
Other assets                                                  12,916             15,829              3,526
                                                      ===============     ==============     ==============
Total assets                                           $     323,108       $    300,425       $    186,861
                                                      ===============     ==============     ==============

Liabilities and Stockholders' Equity

Current liabilities
     Claims payable                                    $     114,264      $      98,865      $      74,971
     Accounts payable                                         16,841             16,347             12,105
     Accrued expenses                                         20,347             19,678             15,528
                                                      ---------------     --------------     --------------
       Total current liabilities                             151,452            134,890            102,604
                                                      ---------------     --------------     --------------

Deferred income taxes                                          1,575              1,445              1,084
Total stockholders' equity                                   170,081            164,090             83,173
                                                      ===============     ==============     ==============
Total liabilities and stockholders' equity             $     323,108       $    300,425       $    186,861
                                                      ===============     ==============     ==============

</TABLE>

<PAGE>



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