Richard Meier
Analyst · Credit Suisse. Please proceed
Thank you, Cody, and good morning, everyone. I'll begin with an overview of the Halyard S&IP transaction and then provide an update on the quarter financial and operational results, with a look at our performance across the three segments. And wrap up with our outlook for the remainder of the year and the status of our guidance. Let's start with Halyard. As Cody said, we're excited about our agreement to acquire the surgical and infection prevention business. This transaction is strategically and financially compelling. Once closed, it will allow us to enhance our product offerings to our acute and non-acute care customers in a wider range of global markets. We look forward to providing a diversified portfolio of service offerings and a more focused pipeline of products to our customers. First, I'd like to provide a few more high-level details of the agreement. We'll be acquiring the assets of the S&IP business for approximately $710 million in cash. We intend to finance the transaction with a combination of cash and debt. We believe this transaction will bring revenue of approximately $1 billion and approximately $80 million in EBITDA. Following the close of the transaction, we expect to consolidate approximately $750 million in incremental annual revenue. The difference being the revenue which already flows through our channel. We also believe the deal has the potential to deliver $40 million to $50 million in synergies by 2021. At present, we are targeting the close of the deal late in the first quarter 2018. From an earnings perspective, we estimate the acquisition will be nicely accretive in 2018 and meaningfully accretive in 2019 and beyond. After the transaction closes, we expect to provide more information about our financial projections, and we also intend to maintain our current dividend policy. Overall, we believe, the combination of Owens & Minor's platform, Byram's expanded capability and Halyard's clinical orientation will provide the basis to achieve sustainable profitable growth. Looking ahead, once we work through the customer -- customary closing conditions and regulatory approvals, we expect to provide more information about our financial projections. Turning to the quarter. As we have been saying all year, 2017 continues to be a very challenging year, with a variety of industry and market pressures. Our teams continue to work on a variety of initiatives designed to improve our productivity and efficiency as pricing and margin pressures remain at the forefront of our operating challenges. While exogenous factors continue to be a limiting factor in our financial performance, we remain on track to have initiatives associated with our 4 strategic areas, yield a combined $100 million to $150 million and incremental operating income through 2019. We expect the rapid business transformation or RBT initiatives to yield between $40 million and $50 million and annualize benefits by year-end and to make incrementally higher contributions in 2018. In addition to our productivity and efficiency initiatives, we continue to make strategic investments in global networks and systems and expand our value proposition for service and solutions, such as QSight and automation technology in our warehouses. These investments as well as the aforementioned market pressures have offset a portion of this value. As we have said before, the long-term financial goal of our business transformation continues to be to achieve long-term sustainable earnings growth of 8% to 10%. Turning to the quarterly results. For the third quarter, we reported net income of $10.9 million or $0.18 per share and adjusted net income of $24.3 million or $0.40 per share. Performance in the quarter continued to be hampered by ongoing customer margin pressures, softness in our proprietary product segment and expenses incurred in Europe to support new business. The loss of a large domestic customer in 2016 also continues to affect our business, and there was one less sales day in the quarter. Benefits derived from Byram Healthcare included in our Domestic segment and our ongoing expense control and productivity initiatives only partially offset these challenges in the quarter. For the first 9 months of the year, net income was $49.8 million or $0.82 per share. Adjusted net income was $76.5 million or $1.26 per share. Net income year-to-date benefit -- benefited by $3.4 million or $0.06 per share from the release of an income tax valuation allowance during the second quarter. For the quarter, consolidated revenues were $2.33 billion in the third quarter versus $2.42 billion in the third quarter for 2016. For the first 9 months of 2017, revenues were $6.93 billion compared to $7.36 billion for the same period last year. Consolidated quarterly operating earnings were $29.7 million for the quarter compared to $53.6 million last year. While adjusted operating earnings were $48.5 million compared to $58.8 million for the prior year period. For the year-to-date period, consolidated operating earnings were $98 million compared to $151 million in the prior year period. Year-to-date consolidated adjusted operating earnings was $138 million versus $178 million for the same period last year. The effective tax rate was affected by the addition of Byram and softer income in lower tax jurisdictions, which resulted in a tax rate for the quarter of 48.1%. For the year-to-date period, the tax rate was 34.3%. As a reminder, the release of an income tax valuation allowance in Europe in the second quarter also affected the year-to-date effective tax rate. Looking ahead, we continue to expect an adjusted effective tax rate for the year to be in the range of 33% to 35%. Asset Management metrics included DSO of 27.6 days and inventory turns of 8.1x, both measurements include Byram. The ongoing diversification of our business model continues to impact Asset Management metrics. Following the acquisition of Halyard's S&IP business, we will provide guidance on our future expectations. That said, we continue to aggressively manage the working capital of our base distribution business. Cash flow from operations was about $6 million compared to operating cash flow of $145 million last year. The sequential improvement in operating cash flow during the third quarter resulted primarily from changes in working capital. Now let's look at the 3 segments. Domestic segment revenues for the third quarter were $2.19 billion compared to $2.29 billion for the prior year. Revenues in the quarter was impacted by one less sales day, lower growth from existing customers compared to the prior year and the exit of a significant domestic customer in 2016. Year-to-date revenues were $6.53 billion compared to $6.95 billion. The Domestic segment includes Byram, which contributed $80.3 million in revenue for the quarter. Third quarter domestic operating earnings were $36.1 million versus $41 million, 1 year ago. The change in operating earnings reflects the revenue shortfall, continued margin pressures and incremental cost to serve customers before, during and after the hurricanes; and mitigated by expense control actions, successful productivity initiatives and the earnings from Byram Healthcare. For the year-to-date period, operating earnings were $103 million versus $126 million last year. Turning to the International segment. Quarterly International segment revenues were $96.7 million compared to $83.8 million last year. The improvement was driven by organic growth from existing customers and new business. For the year-to-date period, International segment results were $288 million versus $256 million last year. For the third quarter, the International segment reported a loss of $2.2 million compared to income of $1.4 million than last year's third quarter. For the year-to-date, operating losses of $754,000 versus operating earnings of $3.4 million in the same period last year. International results reflect an increase in expenses, primarily resulting from the cost to support the new business. To offset spending, the International segment has taken steps to improve its cost structure and is better positioned to leverage future opportunities. Next, our proprietary product segment, which delivered third quarter revenues of $125 million compared to $133 million last year. Decreased sales of sourced products contributed to the decline in revenues. For the first 9 months, revenues were $393 million compared to $409 million last year. Third quarter operating earnings for the segment were $9.1 million compared to $14.3 million in the prior year. Operating earnings for the year-to-date period were $26 million compared to $42 million last year. The declines resulted primarily from the revenue shortfall and increased production costs for custom procedure trays. The steps taken in recent months to stabilize the production environment have been effective as evidenced by the sequential improvement in this segment's performance. We expect further improvement ahead. Now let's turn to our guidance for the remainder of 2017 and 2018. As we have indicated, we have revised our outlook for non-GAAP diluted earnings per share in 2017 to a range of $1.75 to $1.85 from the previous range of $1.90 to $2. As for outlook for 2018, we intend to update our guidance for 2018 upon the close of the Halyard S&IP transaction. However, we believe the Halyard transaction will be nicely accretive in 2018 and meaningfully accretive thereafter. The Halyard S&IP transaction is strategically and financially compelling and enhances our product and service offerings to our acute and non-acute care customers in a wider range of global markets. It also enables us to expand our direct channel access, improve our utilization of our global network, allowing us to create a more scalable business model and position us to achieve sustainable, profitable growth. Thank you. And with that, we will turn it over to the operator for questions.