EXPRESS SCRIPTS INC
8-K, 1998-02-24
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:   February 23, 1998


                              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 February 10, 1998, 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 February 10, 1998, 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:    February 23, 1998                  By:________________________
                                                  Barrett A. Toan
                                                  President
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION

   99.1       Press release, dated February 10, 1998, by Express Scripts, Inc.



                                  EXHIBIT 99.1

               EXPRESS SCRIPTS REPORTS RECORD REVENUES AND INCOME
                    FOR FOURTH QUARTER AND FULL YEAR IN 1997

ANNUAL REVENUES GROW 59.1 PERCENT TO $1.2 BILLION; 
NET INCOME RISES 27.9 PERCENT

     ST.  LOUIS,  Feb.  10,  1998--Express  Scripts,  Inc.  (NASDAQ:ESRX)  today
reported that  revenues for 1997 reached a record $1.2 billion,  up 59.1 percent
from $773.6  million in 1996.  Net income for the year increased 27.9 percent to
$33.4 million  compared with $26.1 million the prior year. On a diluted earnings
per share basis, net income rose 26.3 percent to $2.02 from $1.60 in 1996.

     Fourth  quarter  1997  revenues  were $348.2  million,  an increase of 54.0
percent from $226.2  million for the final three months of 1996.  Net income for
the final  quarter of 1997 rose 26.5  percent to $9.0  million from $7.2 million
the prior year,  while diluted net income per share increased 25.6 percent to 54
cents compared with 43 cents.

     Express Scripts' pharmacy benefit  management (PBM) programs reported total
enrollment of 12.3 million lives as of Jan. 1, 1998, a gain of 21.8 percent from
10.1 million a year earlier.  The increase in lives was achieved in spite of the
loss of  approximately  900,000  members of FHP Health  Plans,  Inc.  during the
fourth quarter of 1997.

     "Express  Scripts  effectively  executed  its strategy and achieved its key
goals for 1997,  delivering  another year of record  growth and  profitability,"
said  Barrett  Toan,  president  and chief  executive  officer.  "During 1997 we
strengthened  our core PBM business  through new  alliances  with  providers and
payors, expanded geographically with continued growth in Canada,  introduced new
healthcare  management  products  and  services,  and  continued  to develop our
complementary businesses.

     "Express Scripts' size, independence, industry-leading customer service and
advanced capabilities allow us to offer a unique proposition to our clients," he
added.  "The  major  new  contracts  we won in  1997  and the  extension  of our
successful  alliances provide evidence that our clients recognize the value that
Express Scripts delivers."

     During  the  fourth  quarter  of  1997,  Express  Scripts  announced  a new
agreement  with  Wal-Mart  Stores to  provide  PBM  services  for  prescriptions
processed  through the retailer's  managed pharmacy  programs.  The company also
announced  that it has renewed its  contract  with  Coventry  Corporation  for a
period  of two  years  through  1999.  These  agreements  capped a year that saw
Express Scripts win several other major contracts, including RightCHOICE Managed
Care, Bell Canada and First Canadian Health Management.

     New products and services  rolled out during 1997 were  highlighted  by the
introduction of Express Health LineSM, an informed decision  counseling  service
featuring  a call center  staffed by nurses and  pharmacists.  Express  Scripts'
Practice Patterns Science (PPS) subsidiary debuted PTE-Registry(TM),  a national
comparative  database,  as  a  resource  for  pharmaceutical  manufacturers  and
healthcare providers.

Express Scripts provided an update on several additional developments,
including:

*    After approximately two years, the company's strategic alliance with
     Premier, a nationwide alliance of integrated healthcare providers, has
     grown to include more than 1 million covered lives.

*    Lives covered by Express Scripts programs in Canada continued to increase
     and included approximately 1 million covered lives as of Jan. 1, 1998.
     Membership will get another boost on July 1, 1998 when approximately
     640,000 registered Inuits and Indians are enrolled through the company's
     agreement with First Canadian Health Management.

*    Express Scripts' 1997 and fourth quarter performance reflected
     contributions from all of its complementary healthcare businesses.

*    Express Health LineSM met its enrollment targets for the year and now
     provides its informed decision counseling services to more than
     1.3 million members of NYLCare Health Plans, Inc.

*    As of Jan. 1, 1998, the company's Express TherapeuticsSM advanced drug 
     utilization review, drug therapy and clinical intervention product covered
     500,000 lives.

*    Express PreferenceSM, a drug therapy management program, reached a total
     enrollment of 4.7 million lives, an increase of 3.7 million lives from 
     January 1, 1997.

     "Express Scripts posted extremely strong operating results in every quarter
of 1997, thanks to significant  revenue growth,  successful ongoing SG&A expense
controls and increasing economies of scale," added Toan. "For the fourth quarter
and full year, our gross margins reflected the impact of competitive  factors in
the market and 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."

     Express Scripts' cost of revenues for the twelve months ended Dec. 31, 1997
were $1.1 billion,  up 63.4 percent from $684.9 million the prior year. Selling,
general and  administrative  (SG&A) expenses increased at a markedly slower rate
of 27.5 percent to $62.6 million in 1997 compared with $49.1 million in 1996. As
a percentage of total revenues,  SG&A expenses decreased to 5.1 percent for 1997
from 6.3 percent the prior year.

     The cost of revenues for the fourth  quarter of 1997 increased 57.1 percent
to $315.4  million,  compared with $200.8 million for the final quarter of 1996.
Fourth  quarter SG&A  expenses  increased  34.0 percent to $19.8 million in 1997
from $14.8 million in 1996.

     As of Dec.  31,  1997,  Express  Scripts had $122.1  million in cash,  cash
equivalents  and short-term  investments,  up 53.4 percent from $79.6 million at
the end of 1996.  Express  Scripts is  currently  carrying no debt and had total
shareholders equity at Dec. 31, 1997 of $203.7 million.

     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)
<TABLE>
<CAPTION>
                                   Three Months Ended                                Twelve Months Ended
                                       December 31                                        December 31

                               ----------------------------                     ----------------------------
                                  1997            1996          % Change           1997             1996            % Change
<S>                               <C>             <C>                <C>         <C>                <C>                <C>  
                               ------------    ------------    ------------     ------------    ------------    -------------
Net revenues                      $348,192        $226,178           54.0%       $1,230,634         $773,615           59.1%
                               ------------    ------------                     ------------    ------------
Cost and expenses:
  Cost of revenues                 315,373         200,784           57.1%        1,119,167          684,882           63.4%
  Selling, general, &               19,828          14,793           34.0%           62,617           49,103           27.5%
  administrative                 
                                ----------    ------------                      ------------    ------------
                                   335,201         215,577           55.5%        1,181,784          733,985           61.0%
                                ----------    ------------                      ------------    ------------
Operating income                    12,991          10,601           22.6%           48,850           39,630           23.3%
                                ----------    ------------                      ------------    ------------
Other income (expense):
  Interest income                    1,910           1,253           52.4%            6,081            3,509           73.3%
  Interest expense                   (160)            (21)          661.9%            (225)             (59)          281.4%
                               -----------    ------------                      -----------     ------------        
                                     1,750           1,232           42.1%            5,856            3,450           69.7%
                               -----------    ------------                      -----------     ------------
Income before income taxes          14,741          11,833           24.6%           54,706           43,080           27.0%
Provision for income taxes           5,697           4,682           21.7%           21,277           16,932           25.7%
                               -----------    ------------                      -----------     ------------
Net income                          $9,044          $7,151           26.5%          $33,429          $26,148           27.9%
                               ===========    ============                      ===========     ============

Basic earnings per share             $0.55           $0.44           25.0%            $2.04            $1.63           25.2%
                               ============    ===========                      ============    ============

Weighted average number of
common shares outstanding
during the period - Basic EPS       16,489          16,356            0.8%           16,356           16,080            1.7%
                               -----------     -----------                      -----------     ------------

Diluted earnings per share           $0.54           $0.43           25.6%            $2.02            $1.60           26.3%
                               ===========     ===========                      ===========     ============

Weighted average number of
common shares outstanding
during the period - Diluted         16,706          16,611            0.6%           16,561           16,350            1.3%
EPS
                               ============    ============                     ===========     ============

</TABLE>

<PAGE>


                              EXPRESS SCRIPTS, INC.
                                  BALANCE SHEET
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                                December 31,                   December 31,
                                                                    1997                           1996
<S>                                                                     <C>                            <C>   
                                                              -----------------              -----------------
Assets
Current assets
      Cash and cash equivalents                                       $ 64,155                      $  25,211
      Short term investments                                            57,938                         54,388
      Receivables, net                                                 210,291                        163,805
      Inventories                                                       28,935                         17,491
      Deferred taxes and prepaid expenses                                2,649                          2,254
                                                              -----------------              -----------------
        Total current assets                                           363,968                        263,149
                                                              -----------------              -----------------

Property and equipment (net)                                            26,821                         21,447

Other assets                                                            11,719                         15,829

                                                              =================              =================
Total assets                                                          $402,508                       $300,425
                                                              =================              =================


Liabilities and Stockholders' Equity

Current liabilities
     Claims payable                                                   $153,051                      $  98,865
     Accounts payable                                                   17,979                         16,347
     Accrued expenses                                                   26,876                         19,678
                                                              -----------------              -----------------
        Total current liabilities                                      197,906                        134,890
                                                              -----------------              -----------------

Deferred income taxes                                                      901                          1,445

Total stockholders' equity                                             203,701                        164,090

                                                              =================              =================
Total liabilities and stockholders' equity                            $402,508                       $300,425
                                                              =================              =================
</TABLE>
<PAGE>


                              EXPRESS SCRIPTS, INC.
                               NON-FINANCIAL DATA
                     (in thousands, except percentage data)
                                   (unaudited)
<TABLE>
<CAPTION>
                               Three Months Ended                              Twelve Months Ended
                                  December 31                                      December 31
                           ---------------------------                    -------------------------------
                              1997           1996          % Change           1997              1996           % Change
<S>                             <C>            <C>              <C>              <C>              <C>               <C>  
                           ------------   ------------    ------------    --------------    -------------   -------------

Pharmacy network claims         20,206         15,992           26.4%            73,164           57,838            26.5%
processed

Mail pharmacy claims             1,034            750           37.9%             3,899            2,770            40.8%
filled

Number of pharmacies in                                                            50.2             48.3             3.9%
network

Pharmacy benefit covered                                                         12,600            9,900            27.3%
lives

Drug spend                    $727,890       $471,761           54.3%        $2,486,380       $1,635,890            52.0%

</TABLE>









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