Good morning, ladies and gentlemen, and welcome to the Owens & Minor Fourth Quarter and Full Year 2011 Earnings Conference Call. My name is Sarah, and I will be your operator for today. [Operator Instructions] As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to your host for today's call, Mr. Craig Smith, President and Chief Executive Officer for Owens & Minor. Please proceed, sir.

Thank you, Sarah, and good morning, everyone. Welcome to the Owens & Minor Fourth Quarter and Full Year 2011 Conference Call. We'll review our results and take your questions in just a moment. But first, let me introduce my colleagues on the call today: Jim Bierman, our Chief Financial Officer; Charlie Colpo, our Chief Operating Officer; Grace den Hartog, our General Counsel; and Drew Edwards, our Controller and Chief Accounting Officer. Before we begin, Trudi Allcott from our Investor Relations team will read a Safe Harbor statement. Trudi?

Thank you, Craig. Our comments today will be focused on company results for the fourth quarter and full year of 2011, which are included in our press release. The press release, as well as supplemental information, can be found on our website at owens-minor.com where we’ve also archived the webcast of today's call. As we indicated at our December Investor Day, we are changing our methodology for reporting changes in drafts payable. These amounts represent checks issued, but not yet presented to banks for disbursement. And they more closely resemble trade payables than bank financing. Consequently, amounts that were previously reported as drafts payable in financing activities will now be incorporated in the accounts payable line item in operating activities. By reporting these amounts as an operating activity, it will provide a more normalized approach for reporting and greater clarity and comparability going forward. Consequently in an 8-K filed last night, we furnished supplemental financial information in the form of condensed consolidated statements of cash flows reflecting revisions that conform our historical presentation to the current presentation. And finally today in the course of our discussion, we may make forward-looking statements. These statements are subject to risks and uncertainty that could cause actual results to differ materially from those projected. Please see our press release and our SEC filings for a full discussion of these risk factors. As for our investor calendar, upcoming events are outlined in our press release, and we look forward to seeing you on the road in the weeks to come. Thank you. Craig?

Thank you, Trudi, and let me call on Jim to brief us on our financial results. Jim?

Thank you, Craig. And good morning, everyone. Thank you for your interest in Owens & Minor. In our remarks today, I will provide an overview of 2011 results, including a discussion of our operational and financial achievements, then Craig will update you on our markets, our company and our progress against strategic initiatives. As we've been saying for some time, we are very pleased that we continue to be selected to partner with the large integrated healthcare systems that are increasingly influential in the market today. These customers are a good fit for Owens & Minor and the value added supply chain services we offer. But they also represent an evolving dynamic in the healthcare market. Consequently, as we integrate these large scale multistate customers into our network, we realize that from time to time, we'll have to adapt our service and operational model. For example, during the fourth quarter, we completed the process of exiting 2 distribution centers and finalized certain resource realignments that we felt were necessary to align our company with the demands of an evolving healthcare market. These fourth quarter actions resulted in a charge of $12.7 million or $0.13 per diluted share for exit and realignment charges, which negatively affected net income results for both the fourth quarter of 2011 and the full year. When comparing this year's results to the prior years, I would remind you that in 2010, we incurred a pension plan settlement charge of $19.6 million, resulting from the termination of our defined benefit plan. Settlement of the plan obligations had a negative impact of $0.19 on net income per diluted share in both the fourth quarter and the year ended December 31, 2010. In our discussion of our financial results, we have excluded the impact of these fourth quarter charges…

Thank you, Jim, for that update. In looking at 2011, we were pleased with revenue growth for the year, especially since conditions in the healthcare market were challenging all year. We believe that our revenue growth in 2011 resulted from our ability to serve the needs of our particular mix of customers rather than a full return to normalized healthcare utilization. Over time, we had formed strong relationships with some of the largest best-known hospital systems in the country. These large IDNs are actively acquiring competitors, recruiting physicians and expanding into other non-acute care services. These enterprise customers are a good fit for Owens & Minor as they want a distribution partner that can provide operational excellence and advanced supply-chain management solutions. The management team at Owens & Minor has served the healthcare market for many years, and we have witnessed our share of change. In recent months, we have seen accelerating consolidation in the healthcare industry, especially with these large healthcare systems. As you may remember last year, we converted a significant amount of this type of business to our platform. We converted a large IDN at the very beginning of 2011. And then in the middle of the year, we converted a large customer to the OM Healthcare Logistics platform. And then in the fourth quarter of this year, we converted a large IDN group to Owens & Minor. Throughout the year, these conversions involved a great deal of extra activity, with many hours of teammate time and additional travel devoted to the projects. To accommodate the influx of business, we conducted certain distribution center moves and relocations and opened a new facility for OM Healthcare Logistics. At the time of the conversion, we took necessary steps to ensure smooth transitions, including building inventory. Large IDNs today can…

[Operator Instructions] Your first question comes from the line of Larry Marsh from Barclays Capital.

I just had 2 questions for you this morning. First is just a little bit of elaboration on something you've mentioned, Jim, which is the gross margin pressure from some of these group IDNs, super IDNs you have on board and the complexity of the contracts you mentioned. As we think about it, how much of your business now is comprised of contracts that have some sort of savings guarantees or other contingencies associated with them around performance? How are those specifically measured and how do you think that's going to grow for you in the next year or 2?

Sure, Larry. I think, let me try to put that within context. I think as you think about our contracting and with a component of OMSolutions aspect of delivering a certain targeted performance, the number of contracts that we have certainly over the entire population of our bigger IDNs is still relatively small and has the potential, we believe, to grow substantially. And we think that, that's a positive. As it relates to performance though of both parties to the contract, virtually all of our contracts have some element of performance associated with it, be it fill rates or whatever the particular metric may be. I think as we think about these larger IDNs and these purchasing groups that are coming together, I think that the complexity revolves on several different fronts. One is that there are more individual units that have to comply with whatever the agreed-upon metric may be. And units could be defined as our distribution centers. There are more of them that are impacting these larger systems. Oftentimes, as we've said, they could be multistate, but also, the performance of the individual customer. And in some of these instances, that could be upwards of 100 hospitals that have to have an element of performance. And so when you think about those metrics, something as simple as the hospitals contractually required to perform on a certain days sales outstanding relative to their receivable balances and you take that over a population or universe of 100 hospitals or more, it becomes somewhat challenging for both parties to work through the achieving optimal levels of performance at the outset. We're confident over time that we'll have a process and relationship with these entities that will accomplish that, but there are challenges at the outset.

Right, I see. I get it. So what you're saying, it’s not so much that these contracts now include some sort of element of guaranteed cost savings or cost guarantees, like I think you've had occasionally in the past. It's more just trying to come up with a common metric of measurement around performance. And that's a lot more challenging when there are so many hospitals to include.

Absolutely. And there are incentives for good behavior on both parties’ side, both the hospital’s and ours and then there are penalties for lesser performance. And so that factors in too. So we'll work through it. But the good news is that the business, we've been successful and fortunate in attracting the new business to the organization.

And just to be clear, is some of the incremental software initiatives that you're funding this year, trying to come up with ways to measure that performance relative to expectations or is that totally separate?

I think the measurement aspect of every business, particularly one at $9 billion of revenue is a challenge in today's marketplace. And we, as with many of the more leading companies and organizations, are looking for ways to decrease the costs associated with producing more information. And yet at the same time, produce information that is even of higher value and assist management in making a better decision. So it's a trade-off, and yes, there are aspects of this initiative that we hope and believe will enable us to move forward in that area.

Okay. And really the related question, I guess, for everyone here is around some metrics for us to kind of think about and keep track of which I'm sometimes prone to want to ask about, and that is both is on activity-based costing. In this changing environment, is that going to be more important or less important, and what percentage of your contracts are activity-based costs? And then as we think about your joint venture -- your strategic relationship here with the private label, as we think about 2012, what percentage, as you define, of your business is that preferred or private label brand today? And again, where would you like to get to in the next year or 2?

Okay. So the 2 questions here are strategically related, but really operationally unrelated. I think as we think about the marketplace and think about what the leading edge customers are concerned about, we think that there is a significant role for activity-based costing. Now, how that's applied and used needs to evolve to the changing marketplace. We've been a thought leader in that area going back to the '90s as to how we applied it to the industry. So I think there is a movement afoot to reconsider how that may be applied to drive efficiencies out of the supply chain. As -- and maybe Craig can even offer a historical context in where he sees the industry going. Let me just quickly finish then on the private label piece. The private label is important to us. We’ve talked about it for a long time. We've reinvested this year in putting forth our joint venture with Amsino and set up the Shanghai office and have teammates in Shanghai now. And that's proceeding very well, and we're very pleased with the expansion that we're beginning to get there. But let me hand it over to...

Let me give you an anecdotal here, Larry. We had 6 of our largest customers in Dallas last week, and all 6 of them have a different approach to how they look at supply chain and logistics in the marketplace. And CostTrack is very near and dear to my heart and Gil's heart, and I guess we’ve drifted a little bit with that just with everything that's going on in the marketplace. But we were back talking to those 6 customers and 5 of the 6 are very interested in activity-based costing. The challenge that we had probably over the last 3 years is there's a manufacturer's component to that, that the original CostTrack model really looked at the customer in Owens & Minor's behavior and didn't necessarily look at the manufacturers. And I think with the strategic sourcing initiative we have around branded manufacturers and private label, we have the ability now to upgrade that pricing model, but there is a lot of interest among current customers that we have that are on the older model to look at this newer model and really start to work on more efficient and productive manufacturers. And we have, back to your point on the scorecards and the measurements, we have the ability to do that with our manufacturers now. So I think as these big systems come together, one of the things that they can really work on is efficiency and productivity and file maintenance. A lot of the things that I think, as outsiders, we all take for granted, but there are a lot of challenges and a lot of issues that activity-based costing address within these larger systems as they pull together. So I would just say anecdotally, 5 of the 6 are very, very interested in a updated model that also includes the manufacturer.

Your next question comes from the line of Glen Santangelo from Crédit Suisse.

Craig, I just had a quick question regarding the revenue growth. The company continues to generate solid revenue growth probably above the market and above your original projections. I wonder if you could just clarify a little bit. Is that really coming from your IDN customers getting bigger or you think there's some market share wins in there? Or are we seeing any uptick in utilization or is that kind of flatlined?

I think, Glen, that we don't -- utilization is about where it's been over the last several quarters. And I think you're probably hearing from a lot of other companies that, that's, for the most part, what most companies are saying. I would say where we're seeing the greatest growth is in these larger IDNs as they pick up new accounts, they add product categories. And that, as we have reported out probably over the last 18 months, is where we've seen the majority of our growth. We have had some market share pickup on wins versus losses, but I would say a good chunk of that would be from existing business that we have today as they continue to grow.

Okay, that’s great. Jim, if I could just ask a follow-up question regarding the guidance. I mean, when I look at your 4Q results, the SG&A came in at about 6.86% of sales. And I'm trying to reconcile that to the guidance you put out there for 2012 to be more in the 7% to 7.25% range. And then kind of conversely if I look at your 4Q gross margin and try to reconcile that to the 10% to 10.25% sort of gross margin percentage you laid out for 2012, I'm trying to just understand in my mind like what's going to swing sort of both those lines on the income statement as we go out over the next 2, 3, 4 quarters, particularly if you have some of the -- you have the renegotiation in the back half of the year.

Sure, Glen. I think the easiest and maybe overly simplified, so I would caution the statement. But the easiest way of looking at 2012 compared to where we were finishing up 2011, the biggest variances relate to the targeted fee-for-service business that we have. And as you'll recall, the fee-for-service business is the primarily the OMSolutions and then the OM Healthcare Logistics. And I think as those dollars increase in revenues, they fall directly to the gross margin. And correspondingly, the SG&A that's associated with serving that business would increase in some correlation. And I think that's, as we finished up the year and look forward, probably the area that relates to the variance.

And if I could just ask one follow-up question, then I'll jump off. I mean it's kind of a related question, your 3PL efforts. As you kind of look back on 2011 and kind of reflect on those results, is the 3P -- is the profit on that 3PL business, is it kind of about where you thought it would be at this point in time or is it a little bit above or behind your own internal expectations? Because it's kind of hard for us to parse that piece of the business out, and then I'll jump off.

Yes, I think as we look at the third-party logistics business, and I think we've been relatively candid on all of this, is that we have not achieved the level of break-even performance that we had targeted as we went into 2011. So you'll recall going into 2011, the objective was by the end of the year, we'd reach a break-even run rate, and we have not achieved that. So I think that as we look to 2012, again, we put forth that we're targeting the operation to break even in 2012, we are, as Craig mentioned on several occasions, very pleased with the progress that Brian Shotto has brought to the organization and his approach. And he is presently rationalizing the operation to improve its efficiency. And we have faith that we'll be improving some of the top line growth as he moves forward into this next year.

Your next question comes from the line of Robert Jones from Goldman Sachs.

Just wanted to go back to this trend of IDNs getting bigger. Obviously, a lot of that seems to be coming through acquiring other hospital networks but also through acquiring physician practices. Have your larger customers been approaching you more on servicing their broader networks, including those in the ambulatory setting?

Yes, Robert. As you see these systems get bigger, it's not just about physician practices. It's about surgery centers and clinics and imaging centers. And so, as these systems get bigger, they're obviously trying to spread their reach-out into as many markets as they possibly can. So we're having a lot of discussions with larger IDNs, how to handle their non-acute care business. Most of the larger hospital systems are really more set up for the acute care, which would be either palletized or low unit of measure in totes, dietary and pharma. So this is -- although many of them have had physician practices in the past, it's getting to be a bigger and bigger opportunity. I think a bigger challenge and a bigger opportunity for these systems to help get these practices standardized, not just on medical, surgical products, on printers and all sorts of product lines. So to answer your question, yes, we're having a lot of discussions with IDNs about all of their non-acute care market.

And it kind of relates to my follow-up. Jim, you mentioned a couple of times in your prepared remarks the importance of investing strategically in your organization. Curious just around infrastructure, as it relates to these IDNs growing into different markets. Is OMI prepared to service those markets with its current infrastructure? And then I guess beyond that, are there other internal specific projects that are being contemplated right now as it relates to investing strategically in the company?

Yes, I think we're constantly challenging ourselves to make sure that we are investing for the future and investing intelligently in the future. That being said, I think we're very pleased with the national network of distribution centers and facilities that we have throughout the United States. I think the bigger question, the more strategic question relates to what are the capabilities that should be present in those facilities, and is there a way to optimize our overall performance based on the needs of the individual markets? And that is somewhat more of a nuanced consideration and one that we constantly challenge ourselves. And quite candidly, as the market moves and evolves, we'll -- could evolve also. But we like the fact that we have a broad geographical reach within the United States. We think that's a positive for and an attractive differentiator when we talk to our provider customers.

Your next question comes from the line of Robert Willoughby from Bank of America.

Just with Jim, would you have an estimate for cash flow under the new reporting schemata for this year? And where you think CapEx would fall out for 2012?

Yes, Robert, CapEx for 2012 will be a touch higher than it's been historically. At Investor Day, we spoke in sort of in terms of, I believe, a $50 million-type level on an annualized basis for 2012. Generally, $25 million more than where we finished over the last handful of years. So -- and that's directly tied to the information technology initiative that we went over in a fair amount of detail at Investor Day.

And our cash flow number?

Yes, I don't think -- and again, we tried to demonstrate this at Investor Day, I think the cash flow, and particularly, free cash flow should be on a normalized basis what we've generally reported, which is in the range of, sort of $150 million to $125 million. I don't think the change in our reporting should dramatically change how we were presenting that on a pro forma basis when we talked about the results in any of those periods.

Okay. So I'm looking at sort of a $50 million CapEx, a $50 million dividend payment, a little bit higher I guess than that. Is there anything that you would have us put in the numbers for share repurchases for 2012, similar to this year or...

I think the notion that we've talked about in the past is that the intent of the 3-year share repurchase program, which was the approval amount was $50 million for those that may not have the details. And this last year, I think we spent about $16 million. But the notion behind it was that we would repurchase about the equivalent amount of shares that we were issuing through the equity compensation plans. So I would expect there to be generally about the same offset and about the same volumes that you saw this last year.

Your next question comes from the line of Eric Coldwell from Robert W. Baird.

I am still struggling to get to the fourth quarter earnings number. We are using the data provided in the slide deck in the supplemental information and the diluted share count in the quarter. We get to a number of $0.504 and then you back out the allocation of participating securities. You get to $0.501, but you reported $0.51 for the quarter. And I'm just hoping you can help me work through that math?

Absolutely, Eric. You know, as you know and others know, occasionally there are differences between the quarterly and annual per share amounts, purely due to differences in the weighted average shares outstanding during those 2 different time periods. For consistency in the non-GAAP amounts that we put forth on the Web page, we use the annual shares to calculate the per share add-back for our realignment in exit costs.

Okay. Secondarily, you have, I think, in the 9 months, reported during the third quarter. You had talked about a 5 basis point headwind from supplier incentives. And I'm curious if we could get the full year tally on that figure?

Yes, I don't have that with me at this point. I would say that if there's any further variants discussion, we probably would include it, if it's significant in our filing on Form 10-K that we would make towards the end of the month. I think fundamentally, the decrease in the margins that you saw incorporate some element of supplier and some element of provider margins.

Great. And then just finally, you did put out an 8-K talking about the board's decision to freeze the SERP, and I'm curious what was the thought process behind that?

Well, I think, Eric, boards typically review compensation and benefits. And I think it was our decision that we would take a look at perhaps some other vehicles or opportunities that our management team could participate in and that we could actually probably broaden that among our management, our management team. So this is something we've been looking at for quite a while, and we think that there probably are some other vehicles that we could help broaden this to our management team.

Would those be benefit programs or direct expenses that we should be looking at in the model?

Well, I think they could be supplemental. I don't think we have an actual answer today. This is again something we've been looking at for a long period of time. And I'm not sure I have the exact answer for you today, Eric. But I think this is something that's going to probably evolve over the next several months. And as we probably get a better fix on this, we'll make sure that we update everybody on how we move forward on that.

Your next question comes from the line of David Larsen from Leerink Swann.

With this super IDN that you brought on largely, I guess, in 4Q '11, can you just tell us like how far along you are in terms of the costs incurred or required to prepare for that client? And also what the cost of goods impact was in the quarter for that client please?

Yes, I would say the bulk of it is finished. And there was a lot of activity around that. We don't actually break that out individually as we do each one of these conversions. But I would say you probably, David, want to look at the whole year that we had 3 major conversions that we had a lot of moving parts to. But for all intents and purposes, the bulk of that is done. But we had -- it impacted 13 divisions. So it's -- these deals aren't small. The one a year ago was 17 divisions, and this one was 13 divisions. So there's a lot of moving parts in terms of warehouse space and probably in transportation and over time, in temporary help. But typically, we don't break that out on an individual basis as we convert these. This was a large conversion. All 3 of them were pretty large. So we have most of that behind us at this point. We probably have a little work to do ongoing in the first quarter of this year. But for all intents and purposes, the distribution network is set for it. The trucks are all set. The people are hired, and now we're going to focus on improving profitability in that account.

Great. And then can you just give a little bit more detail on that $12.7 million in cost? Like what exactly was it, just broadly speaking?

Yes, sure. In broad context -- and there will be more detail as we file our annual report on Form 10-K with the Securities and Exchange Commission so we would direct you to that filing -- but in broad context, the largest component of it is lease costs. And we've abandoned the buildings and correspondingly recognized the charge for the lease obligation. There was an element for severance costs associated with moving out of those markets and the teammates that were affected.

And then just my last one, for 2013, it sounds like you guys are being very successful in growing your top line and bringing in these super IDNs. I mean, do you expect this pace to continue in '13?

Well, as we'll move through the year, I think we'll have more clarity and more comment on 2013. I would only say that Craig has challenged the company to grow the business and to grow market share. We put a number out there of trying to grow between 100 and 200 basis points in a market that is competitive. And that is over a period of time, not in a given year. So I believe that culturally, we're committed to growing the organization.

Your last question comes from the line of Steven Valiquette from UBS.

Sorry, I'm jumping on the call a little bit late here. Let me touch quickly on the bridge contract that you guys received from the DoD. I'm not sure if you touched on this or not in your remarks or even in the Q&A. But just curious to see it's moving for the first half of 2012 for you guys -- and maybe just some color around whether additional bridge contracts could be part of the equation as well?

Sure, Stephen. I think -- and we would refer you to the DoD and their press releases for details. But to put it, your question sort of within context, our outlook for 2012 incorporates the new and the bridge contracts for the DoD. So that, that isn't a new factor and at least as we think about 2012. And quite candidly, the DoD is less and less impactful for us. We've seen a decrease sequentially in activity from the DoD in large part because there has been a reduction in a lot of the efforts in the Middle East that we were supporting. So it has begun to decrease its impact to us, but the outlook that we gave for 2012 incorporates all of this.

Yes, because their press release is dated January 6. That's why I was curious whether that was included in the guidance. So that definitely helps to clear that up.

Well, thank you, everyone, for calling in. Thank you for your questions. And we look forward to seeing you out at investor conferences. And we look forward to talking with you soon. Thank you and we'll see you soon.

Thank you for your participation in today's conference. This concludes the call. You may now disconnect.