I hate to say I told you so, but back in 2006 when CVS announced the acquisition of Caremark I wrote in an opinion piece “history has shown time and again that the marriage of a pharmacy benefit manager like Caremark with a drugstore chain or drug manufacturer is a formula for disaster.”
Shares in CVS fell 20% today after the company announced another $2 billion in lost business at its Caremark PBM unit — which means the company won’t hit it’s 2010 profit targets. In fact, the company expects operating profits at the PBM unit to fall 10% to 12% in 2010. Contract losses included Chrysler, Coventry and Horizon Blue Cross Blue Shield of New Jersey (Clarification, Nov. 11, 2009: CVS Caremark lost the contract to serve the New Jersey state health benefit plan PBM business through Horizon, but maintains Horizon’s commercial PBM business). The company also took a big hit from losses in Medicare Part D membership. CVS chairman Tom Ryan continued to defend the combined retail-PBM model during a conference call with Wall Street analysts, noting “if you look at these contracts that we lost, none of them was because of the model.” Instead, he blamed the losses on varying reasons, including price, service and the company’s marketing message. But Wall Street has its doubts. Notes Matt Perry of Wachovia:
The negative share price reaction is due to obvious disappointment in the 2010 outlook, but also due to broader questions about the company’s integrated retail pharmacy and PBM model. Since the merger, the PBM segment has underperformed its peers dramatically. We had thought that performance was stabilizing as 2010 approaches, but we were wrong. CVS continues to lose PBM contracts to Medco and other PBMs. With a shrinking PBM customer base, management must show a plan to stabilize the business.
Or as a frustrated Robert Willoughby of Bank of America said on the call, “How do we look at the revised PBM outlook as anything but proof that no real synergy does exist here?…Does it make more sense to spin the thing now?” Selling the PBM unit now makes additional sense, Willoughby suggests, given that the company also announced on the call the retirement of Caremark president Howard McLure. Ryan, who says a PBM spin-off isn’t in the cards right now, will serve as interim head of Caremark. The company also named Len Greer senior vice president of marketing; he was most recently with Aetna’s ActiveHealth.
“The Caremark message doesn’t always fit what the client wants to buy,” says Michael Jacobs of benefits consulting firm Buck Consultants. That sales message — which Ryan admits needs to change — has stressed the company’s Maintenance Choice product, which is designed to drive traffic to CVS stores in part by making 90-day prescriptions available at retail and offering price breaks. “They kind of left their PBM message as secondary,” Jacobs says. The problem is Maintenance Choice is a niche product, Jacobs says, at best attracting 10% to 20% of the market.
Get the picture? Tom Ryan has this grand vision of changing the way healthcare is delivered by integrating drugstores, pharmacy benefits and other services like retail clinics. Then the company gets so wrapped up in the CEO’s vision that they mismanage the core PBM business, sinking company profits. Now they need less vision and more back-to-basics. Hardly the revolution Ryan articulated. Btw, for those of you having trouble sleeping, below is my original opinion piece on the CVS-Caremark merger
Investors Still Aren’t Buying a CVS-Caremark Merger, and Frankly Neither Are We
by Carl Mercurio (originally published Nov. 15, 2006)
It’s been nearly two weeks since CVS Corp. (Woonsocket, RI) announced a definitive agreement to merge with Caremark Rx Inc., and investors still aren’t embracing the concept. Shares in both companies are down since the deal was made public on Nov. 1.
The speculation on Wall Street is that investors don’t like the deal because it is a “merger of equals,” rather than a clearly defined acquisition of Caremark by CVS. Others complain that Caremark is selling out when its shares are somewhat depressed—and worse selling out to a company with a slower rate of growth and a lower rate of return. Still others fear that Caremark chief executive Mac Crawford is in a panic that the introduction of $4 generics from Wal-Mart and other trends driving down drug prices will cut into company profits (he says these developments had nothing to do with the deal).
All of the above are viable investor concerns. I’ll add another. The deal is a dumb idea. Am I being too cavalier? All right, then here are three more grounded reasons:
1. History has shown time and again that the marriage of a pharmacy benefit manager like Caremark with a drugstore chain or drug manufacturer is a formula for disaster. Strategic conflicts abound. PBMs make their living trying to control drug costs. Drugstores and pharmaceutical companies make their living selling drugs.
In the 1990s, drug makers Eli Lilly and SmithKline lost billions of dollars in disastrous PBM deals. Drugstore chain Rite-Aid lost hundreds of millions of dollars acquiring—and later selling—a PBM operation. Another bought and sold PBM—Medco Health Solutions—was saddled with $1 billion in debt as part of its separation from drug maker Merck & Co. Medco was also forced to keep pushing the drugs of Merck for years or face stiff financial penalties.
A merged CVS-Caremark would have to address strategic conflicts of its own. Can the merged entity successfully push mail order drugs through Caremark and retail drugs through CVS outlets, including 90-day retail scripts? How would a merger affect Caremark’s relationship with other drugstores in its network and CVS’ relationship with other PBMs? CVS chairman and chief executive Tom Ryan argues that the company already has a PBM operation and has dealt with these conflicts before. That’s true, but nowhere near on the scale of what’s involved with the Caremark deal.
2. The potential for huge revenue growth through the introduction of new products and services—touted by Ryan as a central driver of the merger—is a pipedream. I must confess to smirking as Ryan listed some of the benefits of the merger on a conference call with investors and Wall Street analysts. Members who want mail order scripts but also want to talk to a retail pharmacist first will have that option, he said. Members will be able to have 90-day mail scripts delivered to retail outlets instead of their home. They can also pick up starter doses of 90-day mail drugs at retail outlets.
Conveniences to be sure, but is this the stuff of big revenue growth? In fairness, Ryan may have been playing things close to the vest; although he tipped his hand a bit when he said one goal will be showing clients how appropriate drug utilization can reduce overall medical costs (read: push more drugs). But the fact is that a combined CVS-Caremark will still have to compete in the same cutthroat retail and PBM markets against the same tough competitors. I see little in this deal that significantly enhances the ability of these two companies to win new business in their respective markets.
3. Finally, the success of the CVS-Caremark merger will hinge on the ability of the combined organization to own the patient experience—a tricky proposition. Ryan had already signaled his intention to build out CVS’ healthcare capabilities through the acquisition of MinuteClinic, which operates about 100 mini clinics in various retail locations including CVS stores and plans a big rollout next year. Nurse practitioners at the clinics treat a handful of relatively minor conditions, such as bronchitis, sinus infections, and pink eye for $49 to $59 per visit. It sounds like a good idea, but as healthcare analyst Efrem Sigel points out, “Never underestimate the difficulty of delivering cookie-cutter health services to consumers in mass market volumes.”
One positive of a CVS-Caremark merger is the prospect of annual cost savings of $400 million through operating efficiencies and purchasing clout. That’s a significant number, but to put it in perspective, the savings will equal about 0.5% of organization’s combined revenues of $75 billion. That’s a smaller percentage than the savings Anthem and WellPoint targeted—0.7% of combined revenues of $36 billion or $250 million—when they merged in 2004 in the biggest deal in managed care history.
But then this deal isn’t supposed to be about cutting costs. It’s supposed to be about changing the way healthcare is delivered by giving customers what they want and dramatically increasing revenues and profits in the process. To get there, Ryan and company better have a few tricks up their sleeves.