1
2
| uncertainties associated with our acquisitions, which include integration risks and costs, uncertainties associated with client retention and repricing of client contracts, and uncertainties associated with the operations of acquired businesses | ||
| costs and uncertainties of adverse results in litigation, including a number of pending class action cases that challenge certain of our business practices | ||
| investigations of certain PBM practices and pharmaceutical pricing, marketing and distribution practices currently being conducted by the U.S. Attorney offices in Philadelphia and Boston, and by other regulatory agencies including the Department of Labor, and various state attorneys general |
3
| changes in average wholesale prices (AWP), which could reduce prices and margins, including the impact of a proposed settlement in a class action case involving First DataBank, an AWP reporting service | ||
| uncertainties regarding the implementation of the Medicare Part D prescription drug benefit, including the financial impact to us to the extent that we participate in the program on a risk-bearing basis, uncertainties of client or member losses to other providers under Medicare Part D, and increased regulatory risk | ||
| uncertainties associated with U.S. Centers for Medicare & Medicaids (CMS) implementation of the Medicare Part B Competitive Acquisition Program (CAP), including the potential loss of clients/revenues to providers choosing to participate in the CAP | ||
| our ability to maintain growth rates, or to control operating or capital costs | ||
| continued pressure on margins resulting from client demands for lower prices, enhanced service offerings and/or higher service levels, and the possible termination of, or unfavorable modification to, contracts with key clients or providers | ||
| competition in the PBM and specialty pharmacy industries, and our ability to consummate contract negotiations with prospective clients, as well as competition from new competitors offering services that may in whole or in part replace services that we now provide to our customers | ||
| results in regulatory matters, the adoption of new legislation or regulations (including increased costs associated with compliance with new laws and regulations), more aggressive enforcement of existing legislation or regulations, or a change in the interpretation of existing legislation or regulations | ||
| increased compliance relating to our contracts with the DoD TRICARE Management Activity and various state governments and agencies | ||
| the possible loss, or adverse modification of the terms, of relationships with pharmaceutical manufacturers, or changes in pricing, discount or other practices of pharmaceutical manufacturers or interruption of the supply of any pharmaceutical products | ||
| the possible loss, or adverse modification of the terms, of contracts with pharmacies in our retail pharmacy network | ||
| the use and protection of the intellectual property we use in our business | ||
| our leverage and debt service obligations, including the effect of certain covenants in our borrowing agreements | ||
| our ability to continue to develop new products, services and delivery channels | ||
| general developments in the health care industry, including the impact of increases in health care costs, changes in drug utilization and cost patterns and introductions of new drugs | ||
| increase in credit risk relative to our clients due to adverse economic trends | ||
| our ability to attract and retain qualified personnel | ||
| other risks described from time to time in our filings with the SEC |
4
| Express Scripts and Caremark may not enter into any definitive agreement with respect to the proposed transaction | ||
| required regulatory approvals may not be obtained in a timely manner, if at all | ||
| the proposed transaction may not be consummated | ||
| the anticipated benefits of the proposed transaction may not be realized | ||
| the integration of Caremarks operations with Express Scripts may be materially delayed or may be more costly or difficult than expected | ||
| the proposed transaction would materially increase leverage and debt service obligations, including the effect of certain covenants in any new borrowing agreements. |
5
Three months ended | Twelve months ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
(in millions, except per share data) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Revenues (1) |
$ | 4,528.7 | $ | 4,581.0 | $ | 17,660.0 | $ | 16,212.0 | ||||||||
Cost of revenues (1) |
4,114.2 | 4,216.7 | 16,163.0 | 15,012.8 | ||||||||||||
Gross profit |
414.5 | 364.3 | 1,497.0 | 1,199.2 | ||||||||||||
Selling, general and
administrative |
172.1 | 169.0 | 672.9 | 556.1 | ||||||||||||
Operating income |
242.4 | 195.3 | 824.1 | 643.1 | ||||||||||||
Other (expense) income : |
||||||||||||||||
Undistributed loss from
joint venture |
(0.4 | ) | (0.5 | ) | (1.6 | ) | (2.4 | ) | ||||||||
Interest income |
2.4 | 3.6 | 13.7 | 11.2 | ||||||||||||
Interest expense |
(25.1 | ) | (22.7 | ) | (95.7 | ) | (37.2 | ) | ||||||||
(23.1 | ) | (19.6 | ) | (83.6 | ) | (28.4 | ) | |||||||||
Income before income taxes |
219.3 | 175.7 | 740.5 | 614.7 | ||||||||||||
Provision for income taxes |
72.1 | 64.6 | 266.1 | 214.6 | ||||||||||||
Net income |
$ | 147.2 | $ | 111.1 | $ | 474.4 | $ | 400.1 | ||||||||
Basic earnings per share |
$ | 1.09 | $ | 0.76 | $ | 3.39 | $ | 2.72 | ||||||||
Weighted average number of
common shares outstanding
during the period Basic
EPS |
135.5 | 145.5 | 139.8 | 146.8 | ||||||||||||
Diluted earnings per share |
$ | 1.07 | $ | 0.75 | $ | 3.34 | $ | 2.68 | ||||||||
Weighted average number of
common shares outstanding
during the period -
Diluted EPS |
137.4 | 148.4 | 142.0 | 149.5 | ||||||||||||
(1) | Excludes estimated retail pharmacy co-payments of $966.1 and $1,464.6 for the three months ended December 31, 2006 and 2005, respectively, and $4,175.3 and $5,821.8 for the twelve months ended December 31, 2006 and 2005, respectively. These are amounts we instructed retail pharmacies to collect from members. We have no information regarding actual co-payments collected. |
6
December 31, | December 31, | |||||||
(in millions, except share data) | 2006 | 2005 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 131.0 | $ | 477.9 | ||||
Receivables, net |
1,334.4 | 1,393.2 | ||||||
Inventories |
194.6 | 273.4 | ||||||
Deferred taxes |
90.9 | 53.1 | ||||||
Prepaid expenses and other current
assets |
21.2 | 59.8 | ||||||
Total current assets |
1,772.1 | 2,257.4 | ||||||
Property and equipment, net |
201.4 | 201.3 | ||||||
Goodwill |
2,686.0 | 2,700.1 | ||||||
Other intangible assets, net |
378.4 | 303.3 | ||||||
Other assets |
70.2 | 31.4 | ||||||
Total assets |
$ | 5,108.1 | $ | 5,493.5 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Claims and rebate payable |
$ | 1,275.7 | $ | 1,380.0 | ||||
Accounts payable |
583.4 | 596.5 | ||||||
Accrued expenses |
390.2 | 308.7 | ||||||
Current maturities of long-term debt |
180.1 | 110.0 | ||||||
Total current liabilities |
2,429.4 | 2,395.2 | ||||||
Long-term debt |
1,270.4 | 1,400.5 | ||||||
Other liabilities |
283.4 | 233.0 | ||||||
Total liabilities |
3,983.2 | 4,028.7 | ||||||
Stockholders equity: |
||||||||
Preferred stock, $0.01 par value per
share, 5,000,000 shares authorized, and
no shares issued and outstanding |
| | ||||||
Common stock, 650,000,000 and 275,000,000
shares authorized, respectively, $0.01
par value; shares issued: 159,442,000 and
159,499,000, respectively; shares
outstanding: 135,650,000 and 145,993,000,
respectively |
1.6 | 1.6 | ||||||
Additional paid-in capital |
495.3 | 473.5 | ||||||
Unearned compensation under employee
compensation plans |
| (5.8 | ) | |||||
Accumulated other comprehensive income |
11.9 | 9.8 | ||||||
Retained earnings |
2,017.3 | 1,542.9 | ||||||
2,526.1 | 2,022.0 | |||||||
Common stock in treasury at cost,
23,792,000 and 13,506,000 shares,
respectively |
(1,401.2 | ) | (557.2 | ) | ||||
Total stockholders equity |
1,124.9 | 1,464.8 | ||||||
Total liabilities and stockholders
equity |
$ | 5,108.1 | $ | 5,493.5 | ||||
7
Twelve months ended | ||||||||
December 31, | ||||||||
(in millions) | 2006 | 2005 | ||||||
Cash flow from operating activities: |
||||||||
Net income |
$ | 474.4 | $ | 400.1 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
101.0 | 84.4 | ||||||
Non-cash adjustments to net income |
53.1 | 53.2 | ||||||
Tax benefit relating to employee stock
compensation |
| 35.6 | ||||||
Net changes in operating assets and liabilities |
30.1 | 219.6 | ||||||
Net cash provided by operating activities |
658.6 | 792.9 | ||||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
(66.8 | ) | (59.8 | ) | ||||
Acquisitions, net of cash acquired and
investment in joint venture |
0.1 | (1,310.6 | ) | |||||
Purchase of marketable securities |
(31.5 | ) | (0.3 | ) | ||||
Other |
(2.8 | ) | 2.1 | |||||
Net cash used in investing activities |
(101.0 | ) | (1,368.6 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from long-term debt |
| 1,600.0 | ||||||
Repayment of long-term debt |
(110.1 | ) | (473.6 | ) | ||||
Proceeds from (repayments of) revolving credit
line, net |
50.0 | (50.0 | ) | |||||
Tax benefit relating to employee stock
compensation |
30.4 | | ||||||
Treasury stock acquired |
(906.8 | ) | (220.4 | ) | ||||
Net proceeds from employee stock plans |
32.2 | 40.0 | ||||||
Deferred financing fees |
(0.4 | ) | (9.5 | ) | ||||
Other |
| 0.5 | ||||||
Net cash (used in) provided by financing activities |
(904.7 | ) | 887.0 | |||||
Effect of foreign currency translation adjustment |
0.2 | 0.6 | ||||||
Net (decrease) increase in cash and cash
equivalents |
(346.9 | ) | 311.9 | |||||
Cash and cash equivalents at beginning of period |
477.9 | 166.0 | ||||||
Cash and cash equivalents at end of period |
$ | 131.0 | $ | 477.9 | ||||
8
3 months | 3 months | 3 months | ||||||||||
ended | ended | ended | ||||||||||
12/31/2006 | 9/30/2006 | 6/30/2006 | ||||||||||
Revenues |
||||||||||||
PBM(1) |
3,626.3 | 3,465.1 | 3,528.4 | |||||||||
SAAS |
902.4 | 865.1 | 892.7 | |||||||||
Total consolidated revenues |
4,528.7 | 4,330.2 | 4,421.1 | |||||||||
Claims Detail |
||||||||||||
Network(2) |
97.8 | 93.2 | 96.9 | |||||||||
Home delivery |
10.3 | 10.2 | 10.4 | |||||||||
Total PBM claims |
108.1 | 103.4 | 107.3 | |||||||||
Adjusted PBM claims(3) |
128.7 | 123.8 | 128.1 | |||||||||
SAAS claims(4) |
1.3 | 1.3 | 1.5 | |||||||||
Total adjusted claims(5) |
130.0 | 125.1 | 129.6 | |||||||||
Per Adjusted Claim |
||||||||||||
Gross profit |
$ | 3.19 | $ | 2.99 | $ | 2.81 | ||||||
EBITDA(6) |
$ | 2.06 | $ | 1.84 | $ | 1.69 |
3 months | 3 months | |||||||
ended | ended | |||||||
3/31/2006 | 12/31/2005 | |||||||
Revenues |
||||||||
PBM(1) |
3,506.6 | 3,673.7 | ||||||
SAAS |
873.4 | 908.4 | ||||||
Total consolidated revenues |
4,380.0 | 4,582.1 | ||||||
Claims Detail |
||||||||
Network(2) |
102.4 | 111.1 | ||||||
Home delivery |
10.3 | 10.3 | ||||||
Total PBM claims |
112.7 | 121.4 | ||||||
Adjusted PBM claims(3) |
133.3 | 142.0 | ||||||
SAAS claims(4) |
1.6 | 1.8 | ||||||
Total adjusted claims(5) |
134.9 | 143.8 | ||||||
Per Adjusted Claim |
||||||||
Gross profit |
$ | 2.55 | $ | 2.53 | ||||
EBITDA(6) |
$ | 1.55 | $ | 1.53 |
As of | As of | As of | ||||||||||
12/31/2006 | 9/30/2006 | 6/30/2006 | ||||||||||
Debt to EBITDA ratio(7) |
1.6x | 1.9x | 2.1x | |||||||||
EBITDA interest coverage(8) |
9.7x | 9.4x | 11.5x | |||||||||
Operating cash flow interest |
6.9x | 6.6x | 9.3x | |||||||||
coverage(9) |
||||||||||||
Debt to capitalization(10) |
56.3 | % | 62.7 | % | 62.4 | % |
As of | As of | |||||||
3/31/2006 | 12/31/2005 | |||||||
Debt to EBITDA ratio(7) |
1.9x | 2.1x | ||||||
EBITDA interest coverage(8) |
14.7x | 19.6x | ||||||
Operating cash flow interest coverage(9) |
13.2x | 21.4x | ||||||
Debt to capitalization(10) |
47.6 | % | 50.8 | % |
9
3 months | 3 months | 12 months | 12 months | |||||||||||||
ended | ended | ended | ended | |||||||||||||
12/31/2006 | 12/31/2005 | 12/31/2006 | 12/31/2005 | |||||||||||||
Reported income
before taxes |
$ | 219.3 | $ | 175.7 | $ | 740.5 | $ | 614.7 | ||||||||
Charge for early
retirement of debt |
| 3.8 | | 3.8 | ||||||||||||
Income before tax
excluding net
charges |
219.3 | 179.5 | 740.5 | 618.5 | ||||||||||||
Provision for income
taxes |
72.1 | 65.9 | 266.1 | 215.9 | ||||||||||||
Tax benefit from
change in tax rates |
7.3 | | 7.3 | | ||||||||||||
Tax benefit from
subsidiary losses |
| | | 3.8 | ||||||||||||
Prior periods tax
benefit from state
tax planning
strategies |
| | | 10.2 | ||||||||||||
Adjusted provision
for income taxes |
79.4 | 65.9 | 273.4 | 229.9 | ||||||||||||
Adjusted net income |
$ | 139.9 | $ | 113.6 | $ | 467.1 | $ | 388.6 | ||||||||
Weighted average
number of shares
outstanding during
period diluted |
137.4 | 148.4 | 142.0 | 149.5 | ||||||||||||
Diluted earnings per
share excluding
non-recurring items |
$ | 1.02 | $ | 0.77 | $ | 3.29 | $ | 2.60 | ||||||||
Diluted earnings per
share as reported |
$ | 1.07 | $ | 0.75 | $ | 3.34 | $ | 2.68 | ||||||||
Impact of non-
recurring items |
$ | 0.05 | $ | (0.02 | ) | $ | 0.05 | $ | 0.08 | |||||||
10
2006 | 2005 | |||||||
Operating income |
$ | 824.1 | $ | 643.1 | ||||
Income tax |
304.3 | 239.2 | ||||||
Net operating profit after tax (NOPLAT) |
$ | 519.8 | $ | 403.9 | ||||
Stockholders equity |
$ | 1,124.9 | $ | 1,464.8 | ||||
Interest bearing liabilities |
1,450.5 | 1,510.5 | ||||||
Long-term deferred income taxes, net |
256.8 | 208.7 | ||||||
Invested capital |
$ | 2,832.2 | $ | 3,184.0 | ||||
Average invested capital |
$ | 3,008.1 | $ | 2,485.0 | ||||
ROIC |
17.3 | % | 16.3 | % | ||||
12
3 months ended | 12 months ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Net income |
$ | 147.2 | $ | 111.1 | $ | 474.4 | $ | 400.1 | ||||||||
Income taxes |
72.1 | 64.6 | 266.1 | 214.6 | ||||||||||||
Depreciation and amortization(a) |
25.3 | 24.7 | 101.0 | 84.4 | ||||||||||||
Interest expense, net |
22.7 | 19.1 | 82.0 | 26.0 | ||||||||||||
Undistributed loss from joint
venture |
0.4 | 0.5 | 1.6 | 2.4 | ||||||||||||
EBITDA |
267.7 | 220.0 | 925.1 | 727.5 | ||||||||||||
Current income taxes |
(75.0 | ) | (51.4 | ) | (258.2 | ) | (196.3 | ) | ||||||||
Interest expense less amortization |
(22.2 | ) | (14.7 | ) | (80.0 | ) | (20.9 | ) | ||||||||
Undistributed loss from joint
venture |
(0.4 | ) | (0.5 | ) | (1.6 | ) | (2.4 | ) | ||||||||
Other adjustments to reconcile net
income to net cash provided by
operating activities |
135.9 | 108.4 | 73.3 | 285.0 | ||||||||||||
Net cash provided by operating
activities |
$ | 306.0 | $ | 261.8 | $ | 658.6 | $ | 792.9 | ||||||||
EBITDA is earnings before other income (expense), interest, taxes,
depreciation and amortization, or operating income plus depreciation
and amortization. EBITDA is presented because it is a widely accepted
indicator of a companys ability to service indebtedness and is
frequently used to evaluate a companys performance. EBITDA, however,
should not be considered as an alternative to net income, as a
measure of operating performance, as an alternative to cash flow, as
a measure of liquidity or as a substitute for any other measure
computed in accordance with accounting principles generally accepted
in the United States. In addition, our definition and calculation of
EBITDA may not be comparable to that used by other companies. |
||||||||||||||||
(a) Includes depreciation and
amortization expense of: |
||||||||||||||||
Gross profit |
8.9 | 10.6 | 35.8 | 37.6 | ||||||||||||
Selling, general and
administrative |
16.4 | 14.1 | 65.2 | 46.8 | ||||||||||||
25.3 | 24.7 | 101.0 | 84.4 | |||||||||||||
13