Peter M. Wilver
Analyst · Macquarie
Thanks, Marc. Good morning, everyone. I'll start with an overview of our financial performance for the total company, provide some color on each of our 3 segments, update you on our recent financing actions to fund the Life Technologies acquisition and then conclude with our guidance. As you saw in our press release, we delivered a solid quarter of top and bottom line results, resulting in an 8% increase in adjusted EPS to $1.32. GAAP EPS in Q2 was $0.76, up 21% from $0.63 in Q2 last year. Looking at the top line, Q2 total revenue increased 4% year-over-year and we delivered 2% organic growth. Q2 reported revenue includes 2% growth from acquisitions and a nominal negative impact from foreign exchange. Although the revenue impact of FX in the quarter was minimal, as a result of the mix of currencies, primarily weakening of the Japanese yen, the earnings impact was significant, resulting in about 50 basis points of adjusted operating margin dilution and $0.04 or 3% of adjusted EPS dilution year-over-year. Bookings were slightly less than revenue in the quarter, but bookings grew organically in all 3 segments. By geography, North America declined in the low single digits. Europe grew in the mid-single digits, and consistent with previous quarters, Asia-Pacific grew in the high single digits, with China once again delivering very strong growth of over 20%. Rest-of-world grew in the high single digits as well. Looking at our operational performance, Q2 adjusted operating income was up 6% and adjusted operating margin was 19.3%, up 30 basis points from the prior year. We continue to have very strong contribution from our productivity and cost actions, which was partially offset by foreign exchange as I mentioned previously. We initiated another $10 million of restructuring actions this quarter to help offset some of the FX headwind we're experiencing. This brings the total amount of restructuring benefit we expect to realize this year to $85 million when combined with the $75 million of benefit from restructuring actions that we initiated and communicated in previous quarters. In total, we realized about $24 million of benefit from these actions in Q2 and about $45 million in the first half of the year. We continue to make strategic investments to drive growth this quarter, primarily in emerging markets to strengthen our global presence and to continue our growth momentum there. Moving on to the details of the P&L, total company adjusted gross margin came in at 44.2% in Q2, down 50 basis points from the prior year, primarily as a result of unfavorable foreign exchange and the medical device tax, partially offset by contribution from acquisitions. As I mentioned, we delivered very strong productivity in the quarter, which was driven by our primary productivity levers, global sourcing, site consolidations and our PPI business system. Adjusted SG&A in Q2 was 22% of revenue, down 60 basis points from the 2012 quarter as a result of volume leverage and our restructuring actions. And finally, R&D expense came in at 3% of revenue, essentially in line with the prior year. Below the line, net interest expense in Q2 was $57 million, $7 million above last year as a result of the debt we issued in Q3 2012 to fund the One Lambda acquisition. Our adjusted tax rate in the quarter was 15.6%, consistent with our previous guidance and 160 basis points lower than last year as a result of acquisition tax synergies and our ongoing tax planning efforts. In terms of returning capital, we paid out $54 million in dividends to our shareholders in the quarter. As we discussed on the Q1 call, we've suspended our buyback program in light of our pending acquisition of Life Technologies. So there were no share buybacks in the quarter. Average diluted shares were 363.5 million in Q2, down 5.7 million or 2% from last year, reflecting the benefit of our previous share buyback programs. However, our share count is up by 1.8 million shares from Q1, primarily as a result of option dilution. Turning to cash flow and the balance sheet. Year-to-date cash flow from continuing operations was $778 million and free cash flow was $650 million after deducting net capital expenditures of $128 million. Year-to-date free cash flow was down from the prior year, primarily as a result of increased working capital investment. As expected, we also expended $58 million on fees associated with the financing of our pending acquisition of Life Technologies, which lowered free cash flow in the quarter. We anticipate that our working capital performance will improve in the second half of the year, although our full-year results will be negatively impacted by the financing fees, which were not included in our previous full year outlook for free cash flow. We ended the quarter with $1.4 billion in cash and investments, up $405 million sequentially from Q1, driven by our free cash flow. Our total debt at the end of Q2 was $7.1 billion, essentially flat with Q1. Now let me wrap up my comments on the total company with a quick update on our return on invested capital performance. Our trailing 12 months adjusted ROIC through the second quarter of 2013 was 9.7%, up another 10 basis points from Q1 so we continue to make good progress on return on invested capital. So with that, now I'll walk you through the performance of our 3 business segments. Starting with Analytical Technologies. In Q2, total revenue grew 4% and organic revenue also increased 4%. We saw a strong growth in our BioProcess Production business again this quarter, as well as in our chromatography and mass spec business, which benefited from strong performance in China. This was partially offset by the softness we continue to see in our core industrial markets, which are more highly represented in this segment. Adjusted operating income in Analytical Technologies increased 5% and adjusted operating margin was 17.7%, up 30 basis points. During the quarter, we delivered very strong productivity, which was partially offset by unfavorable foreign exchange and strategic investments. Turning to the Specialty Diagnostics segment. In Q2, total revenue grew 8% and organic growth was 2%. We continued to deliver very good growth in our clinical diagnostics business, and Europe is starting to stabilize across the segment. However, we did see some softness in the segment due to lower healthcare utilization in the U.S., as Marc mentioned. Adjusted operating income in the segment increased 9% in Q2, with adjusted operating margin at 27.3%, up 10 basis points from the prior year, primarily as a result of productivity savings, acquisitions and favorable mix. This was partially offset by unfavorable foreign exchange, strategic investments and the medical device tax. In the Laboratory Products and Services segment, total revenue and organic growth -- organic revenue both grew 3%. Our clinical trials logistics business continued to deliver strong growth and our laboratory consumables business had good growth as well. Muted conditions in the U.S. academic and government end market, as a result of sequestration, continue to be a significant headwind in this segment. Adjusted operating income in Laboratory Products and Services grew 3% and adjusted operating margin was 14.5%, up 10 basis points, driven by improved productivity, offset partially by strategic investments. Before I move on to 2013 guidance, I want to provide a brief update on our activities to finance the Life Technologies acquisition. As a reminder, we put in place a fully committed $12.5 billion bridge loan facility when we announced the transaction with the intent to reduce the amount of that facility as we secure more permanent forms of financing. To date, we have secured $7.5 billion of permanent financing, which consists of a $5 billion term loan facility, which allows for LIBOR-based borrowings, and we don't expect to drop on this facility until we're ready to close the acquisition. So there are currently no funds borrowed, and therefore, no related interest expense at this point, and $2.5 billion of equity via forward sales of Thermo Fisher common shares. As a forward transaction, no shares have been issued yet so there's no impact to our share count, except for a slight amount of treasury stock method dilution based on our shares trading above the forward price. We expect to issue the related shares just before we close the acquisition. With these 2 financing arrangements in place, we've reduced our bridge commitment by $7.5 billion and we'll reduce the bridge facility to 0 once we've secured the rest of the financing. At this point, we expect the remainder of the financing will consist of $3.5 billion to $4 billion in debt, which will most likely be in the form of bonds and up to $750 million of equity or equity-linked securities, the amount of which will be dependent on our available cash upon closing the transaction. We'll continue to update you as we finalize these financing arrangements. In terms of the average interest rate on new debt, although rates have gone up a bit, we still expect our average rate to be at or below our previously communicated average of 3.25% to 3.5%. So with that, I'd like to review the details of our 2013 guidance. Please note that as I mentioned on our Q1 call, our 2013 earnings guidance does not include the acquisition of Life Technologies or the impact of related financing activities. In terms of our reported revenue guidance, many foreign currencies, specifically in the Asia-Pacific region have weakened further since our previous guidance and we now expect an additional $50 million of revenue headwind from foreign exchange for the year. On the organic revenue front, we're raising the low end of our organic growth guidance by $40 million based on our year-to-date performance, which offsets a portion of the FX headwind. That results in a narrower guidance range, as well as a $20 million increase in the midpoint of our organic growth, but we're still expecting 2% organic growth for the year at the midpoint. The net result on reported revenue is that we're lowering the high-end of our guidance by $50 million for FX and the low end by only $10 million, which leads to our new range of $12.83 billion to $12.95 billion. This range represents reported growth of 3% to 4% over 2012, which is unchanged from our previous guidance. Completed acquisitions are expected to contribute about 1.5% to our reported revenue growth in 2013, no change from our previous guidance and we now expect foreign exchange to have a negative impact on our top line of about 3/4 of 1%, which as I mentioned, has deteriorated since our previous guidance. The bottom line impact from FX on our full year is even more significant and is now expected to result in 30 basis points of adjusted operating margin dilution and $0.11 or 2% of adjusted EPS dilution year-over-year. In terms of our adjusted EPS guidance, we're raising the low end and tightening our previous range by $0.02, in line with our new revenue range. This results in our new adjusted EPS guidance range of $5.29 to $5.39 or 7% to 9% growth over 2012. To bridge the midpoint, which is up $0.01 versus our previous guidance, we lost about $0.03 as a result of the FX headwinds and another $0.01 as a result of a slightly higher share count due to the equity forward accounting. This was more than offset by improved operating performance, which contributed about $0.04 and a slightly lower tax rate, which added another $0.01. Consistent with past practice, we haven't attempted to forecast future foreign currency exchange rates and our guidance does not include any future acquisitions or divestitures. Turning to adjusted operating margin. We're expecting expansion of 30 to 50 basis points, consistent with our previous guidance, and moving below the line, we're expecting net interest expense to be consistent with our previous guidance. We're forecasting our adjusted income tax rate to be at about 14.5% at the low-end of our previous guidance, and we're assuming that we'll return a total of about $310 million of capital to shareholders, composed of $90 million in share buybacks that we completed in Q1 and about $220 million in dividends for the full year, unchanged from our previous guidance. Full-year average diluted shares are estimated to be in the range of 364 million to 366 million, about 1 million shares higher than our previous guidance, as a result of the equity forward accounting, as I mentioned earlier. Finally, we expect capital expenditures to be in the range of $300 million to $315 million and free cash flow to be in the range of $1.7 billion to $1.8 billion, which was $100 million lower than our previous guidance, primarily as a result of financing fees and transaction cost associated with our pending acquisition of Life Technologies. In interpreting our revenue and adjusted EPS guidance ranges as I said in the past, you should focus on our midpoint as our most likely view of how we see the year playing out. Results above or below the midpoint will depend on the relative strength of our markets during the year as well as the economic factors we've discussed. In summary, we once again managed through the macro environment, executed well and delivered good growth in revenue and adjusted EPS. With half the year behind us, I believe we're well-positioned to meet our full year goals. With that, I'll turn the call over to the operator for Q&A.