Form 8-K Express Scripts Holding For: Dec 22
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UNITED STATES
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 (Date of earliest event reported): December 22, 2015
EXPRESS SCRIPTS HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 001-35490 | 45-2884094 | ||
| (State or Other Jurisdiction of Incorporation or Organization |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Express Way, St. Louis, MO | 63121 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number including area code: 314-996-0900
No change since last report
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On December 22, 2015, Express Scripts Holding Company (the “Company”) issued a press release with respect to guidance for fiscal year 2015 and fiscal year 2016. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following Exhibits are furnished as part of this report on Form 8-K.
| Exhibit 99.1 | Press Release, dated December 22, 2015. |
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 thereunto duly authorized.
| EXPRESS SCRIPTS HOLDING COMPANY | ||||||
| Date: December 22, 2015 | By: | /s/ Eric Slusser | ||||
| Eric Slusser | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Contact:
Eric Slusser, Chief Financial Officer
Ben Bier, Vice President Investor Relations
(314) 810-3115
Express Scripts Holding Company Announces 2016 Financial Guidance
and Reaffirms 2015 Financial Guidance
ST. LOUIS, December 22, 2015—Express Scripts Holding Company (Nasdaq: ESRX) anticipates achieving adjusted earnings per diluted share for 2016 in the range of $6.08 to $6.28, representing growth of 10% to 14% over the mid-point of our previously issued 2015 guidance range – See table below.
“Our focused model of alignment has positioned us uniquely in the healthcare services landscape to improve health outcomes and lower costs for our clients and patients,” said George Paz, CEO and chairman of Express Scripts. “No one matches our focus on serving clients and patients and we remain confident in our continued growth and returning exceptional results to our shareholders.”
“The fundamentals of our business allow us to deliver solid financial results while making investments to continue our growth as a leading independent PBM and healthcare provider,” said Tim Wentworth, President. “We have an aligned book of business and a deep set of innovative solutions to help clients and patients. As we create value for our patients and clients, we create value for our shareholders.”
The Company also reaffirms its previously issued 2015 adjusted earnings per diluted share guidance range, which represents growth of 13% to 14% over 2014 and reaffirms all other previously issued 2015 financial guidance.
| See Appendix |
2016 Guidance Range (in millions, except | |
| Adjusted earnings per diluted share, attributable to Express Scripts |
$6.08 to $6.28 | |
| Total adjusted claims1 |
1,255 to 1,295 | |
| Adjusted SG&A |
$1,905 to 1,985 | |
| EBITDA, attributable to Express Scripts |
$7,230 to $7,430 | |
| Diluted weighted average shares outstanding during the period |
645 to 665 | |
| Cash flow from operations |
$4,600 to $5,100 |
1 Total adjusted claims (a) includes an adjustment to certain network claims to reflect an approximate 30-day equivalent fill and (b) reflects home delivery claims multiplied by 3, as home delivery claims typically cover a time period 3 times longer than network claims.
For further information regarding the guidance above, see “Non-GAAP Financial Measures” below.
About Express Scripts
Express Scripts puts medicine within reach of tens of millions of people by aligning with plan sponsors, taking bold action and delivering patient-centered care to make better health more affordable and accessible.
Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy care, specialty pharmacy care, specialty benefit management, benefit-design consultation, drug utilization review, formulary management, and medical and drug data analysis services. Express Scripts also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.
For more information, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.
Safe Harbor Statement
This press release contains forward-looking statements, including, but not limited to, our 2015 and 2016 guidance and our statements related to the Company’s plans, objectives, expectations (financial and otherwise) or intentions. The guidance and statements made herein are based on a variety of assumptions regarding the Company’s plans, objectives, and expectations, and, as stated in the Company’s various filings and releases. Actual results may differ materially from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2015. A copy of this document can be found at the Investor Information section of Express Scripts’ web site at http://www.express-scripts.com/corporate.
We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Non-GAAP Financial Measures
This press release contain certain non-GAAP financial measures, such as adjusted earnings per diluted share attributable to Express Scripts, adjusted SG&A, and EBITDA attributable to Express Scripts, each of which is a non-GAAP financial measure, which are provided, in part, in order to compare the underlying financial performance to prior periods. These non-GAAP financial measures should not be considered 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 non-GAAP financial measures may not be comparable to that used by other companies.
“Adjusted earnings per diluted share” attributable to Express Scripts is earnings per diluted share attributable to Express Scripts, as reported under GAAP, excluding certain charges.
“Adjusted SG&A” is selling, general and administrative, as reported under GAAP, excluding certain charges.
“EBITDA” attributable to Express Scripts is earnings before income taxes, depreciation and amortization and other expense, or alternatively calculated as operating income plus depreciation and amortization. EBITDA attributable to Express Scripts is presented because it is a widely accepted indicator of a company’s ability to service indebtedness and is frequently used to evaluate a company’s performance.
2016 Guidance
With respect to guidance for 2016 adjusted earnings per diluted share attributable to Express Scripts, the Company is currently unable to reasonably estimate the charges anticipated to be included in the list of GAAP items not included in such measure, although expects to exclude amortization of intangible assets in the range of $1.64 to $1.681, and is therefore unable to provide reconciliation to the corresponding GAAP measures.
“Adjusted SG&A” guidance for 2016 is selling, general and administrative, as reported under GAAP, excluding amortization of intangible assets in the range of $1,610 million to $1,650 million in 2016.2
| 1 | This adjustment represents the per share diluted effect of legacy intangible amortization related to Express Scripts, Inc. included in revenues and selling, general and administrative expense and intangible amortization related to the acquisition of Medco Health Solutions, Inc. included in selling, general and administrative expense. |
| 2 | This adjustment represents the effect of legacy intangible amortization related to Express Scripts, Inc. included in selling, general and administrative expense and intangible amortization related to the acquisition of Medco Health Solutions, Inc. included in selling, general and administrative expense. |
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