Peter M. Wilver
Analyst · Bank of America Merrill Lynch
Thanks, Marc. Good morning, everyone. Apparently, someone on the call has an open line other than us. [Operator Instructions] Given that this is a year-end call and we expect to close the Life Technologies acquisition shortly, I have a number of topics to cover in my remarks this morning. I'll start with an overview of our Q4 and full-year 2013 financial performance for the total company, and by segment; then provide you with a recap of the Life Technologies acquisition financing; briefly discuss our new segment reporting structure, which went into effect as of January 1; and conclude with our 2014 guidance. So starting with our financial performance, as you saw in our press release, and heard from Marc, we delivered a strong quarter resulting in a 5% increase in adjusted EPS to a record of $1.43. For the full year, adjusted EPS was also a record at $5.42, up 10% from $4.94 last year. GAAP EPS was $0.92 in Q4 and $3.48 for the full year compared to $1.04 and $3.21 in Q4 and full-year 2012, respectively. Looking at the top line, Q4 total revenue and organic growth revenue both increased 6% year-over-year in the quarter. The effect of both acquisitions and foreign exchange on Q4 reported revenue was immaterial. For the full year, total revenue increased 5% year-over-year and organic revenue was up 3%, exceeding the high end of our most recent guidance as a result of our very strong results in Q4. Full year reported revenue includes 2% growth from acquisitions and a nominal negative impact from FX. Although the net revenue impact from FX for the year was minimal, the mix of currencies specifically the weakening of the Japanese yen negatively impacted earnings in both the quarter and the year. For the quarter, FX resulted in 10 basis points of adjusted operating margin dilution and $0.01 or 1% of adjusted EPS dilution compared to 2012. And for the full year, the FX impact was 25 basis points of adjusted operating margin dilution and $0.09 or 2% of adjusted EPS dilution. In terms of backlog, bookings slightly exceeded revenue in the quarter. By geography. For the quarter, North America revenue grew in the low-single digits. Europe grew just above the company average and Asia Pacific grew in the low teens, with China growing in the mid-teens. Rest of world grew in the mid-teens, primarily driven by Latin America. And for the full year, both North America and Europe grew in the low-single digits, Asia Pacific grew in the high-single digits and rest of world grew in the low teens. Looking at our operational performance, Q4 adjusted operating income increased 9% and we delivered very strong adjusted operating margin of 20%, up 40 basis points from Q4 last year. For the full year, adjusted operating income increased 7% and adjusted operating margin was 19.5%, up 50 basis points from 2012, and at the high end of our previous guidance. Our adjusted operating margin expansion for the quarter and full year were driven by very strong contribution from our primary productivity levers: global sourcing, site consolidations and our PPI Business System. In line with our previous communications, we realized benefits from our restructuring actions of $19 million in Q4 and $85 million for the full year. In terms of supporting our growth initiatives, we continue to make strategic investments, primarily to strengthen our presence in emerging markets and continue our growth momentum in those regions. Moving on to the details of the P&L. Total company adjusted gross margin came in at 44.3% in Q4, down 40 basis points from the prior year. This was primarily due to unfavorable mix from higher growth in our Laboratory Products and Services segment, as well as investments in our emerging markets service infrastructure. For the full year, adjusted gross margin was 44.2%, down 30 basis points from 2012, similarly driven by unfavorable mix in service investments, as well as unfavorable foreign exchange. Adjusted SG&A in Q4 was 21.3% of revenue, 80 basis points favorable to the 2012 quarter as a result of volume leverage and our productivity actions. And we made great progress for the year with adjusted SG&A at 21.6% of revenue, 90 basis points below 2012. Finally, R&D expense came in at 3% of revenue both for the quarter and the full year, essentially in line with 2012. R&D as a percent of our manufacturing revenue was -- in 2013 was 5.3%, similar to 2012. Looking at our results below the line, net interest expense in Q4 was $62 million, up $2 million from last year. We incurred $5 million of interest expense in the quarter or $0.01 of adjusted EPS dilution, which was not included in our previous guidance as a result of the bonds we issued in December to fund the Life Technologies acquisition. For the full year, net interest expense was $234 million, which was $18 million above 2012, due to the full year impact of the debt we issued in Q3 2012 to fund the One Lambda acquisition, as well as the impact of the Life Technologies bond financing. Adjusted other income in Q4 was a loss of $1 million, down $4 million from Q4 2012. And for the full year, it was $4 million, down $5 million from the prior year, both primarily as a result of higher non-operating currency transaction losses. Our adjusted tax rate in the quarter was 15.9%, which was 70 basis points higher than last year and about 100 basis points higher than our previous guidance, primarily as a result of the Q4 statutory tax law change in a foreign jurisdiction. For the full year, our adjusted tax rate was 14.7%, 200 basis points lower than last year as a result of tax synergies from our 2012 acquisitions, as well as our ongoing tax planning efforts. In terms of returning capital, we paid out $54 million in dividends to our shareholders in the quarter and $216 million for the full year. There were no share buybacks in the quarter, but for the full year, we repurchased 90 million of shares prior to suspending our buyback program in connection with the Life Technologies acquisition. Average diluted shares were 370.9 million in Q4, up 9.2 million or 3% from last year, primarily as a result of option dilution and the accounting impact of the equity forward contract we entered into in Q2. For the full year, average diluted shares were 365.8 million, down 0.8 million from 2012. Turning to cash flow and the balance sheet, full year cash flow from continuing operations was $2.02 billion and free cash flow was $1.75 billion after deducting net capital expenditures of $262 million. Full year free cash flow was essentially flat with the prior year, as higher cash net income was offset by increased working capital investment, as well as financing fees and transaction costs for the Life Technologies acquisition. We ended the quarter with $5.83 billion in cash and investments, up $3.98 billion sequentially from Q3, driven by the proceeds from the December bond issuance that I mentioned previously, but also as a result of our free cash flow. Our total debt at the end of Q4 was $10.5 billion, up $3.4 billion from Q3 as a result of the bond issuance. Let me wrap up my comments on the total company with a quick update on our performance in terms of return on invested capital. Our trailing 12 months adjusted ROIC for 2013 was 10.1%, up 30 basis points from Q3 and up 80 basis points from 9.3% a year ago. So we continue to make good progress on this important metric. So with that, now I'll walk you through the performance of our 3 business segments. Starting with Analytical Technologies. In Q4, total revenue grew 6% and organic revenue also grew 6%. In the quarter, we had very strong growth in our Life Sciences Mass Spec, BioProcess Production and Chromatography businesses, which benefited from exceptional performance in Asia Pacific. This segment also benefited from the release of funds by select customers in a broad range of end markets for projects that had been delayed, as Marc mentioned in his comments. For the full year, both reported an organic revenue grew 3%. Adjusted operating income in Q4 for Analytical Technologies increased 8%, and adjusted operating margin was 20.4%, up 50 basis points. The margin expansion was driven by strong pull-through on our top line growth and continued productivity actions, which were partially offset by negative foreign exchange and strategic investments. For all of 2013, adjusted operating income increased 2% and adjusted operating margin was 18.6%, flat with 2012. Turning to the Specialty Diagnostics segment. In Q4, total revenue grew 5% and organic growth came in at 5% as well. In the quarter, we continued to deliver good growth in our clinical diagnostics business, and our immunodiagnostics allergy business grew above the segment average. Our transplant diagnostics business also continued to do well, and Q4 was the first full quarter that it was included in our organic growth. As Marc said, we believe that we saw some favorable year-end health care utilization trends that benefited the segment as a whole. For the full year, total revenue grew 8% and organic revenue grew 3%. Adjusted operating income in the segment increased 9% in Q4, with adjusted operating margin at 26.9%. This was up 100 basis points from the prior year, primarily as a result of productivity savings and strong volume pull-through, which was partially offset by investments and foreign exchange. For the full year, adjusted operating income increased 14% and adjusted operating margin was 27.2%, up 150 basis points from 2012, primarily as a result of the One Lambda acquisition. In the Laboratory Products and Services segment. In Q4, both reported revenue and organic revenue grew 8%. Our clinical trials logistics business continued to deliver very strong growth, and our Laboratory Products business had robust growth as well. Softness in the U.S. academic and government end market continued to be a headwind in this segment. However, similar to Analytical Technologies, this segment benefited from the release of funding for some projects that had been previously delayed. For the full year, reported revenue grew 5% and organic revenue grew 4%. Adjusted operating income in Laboratory Products and Services grew 9% for the quarter and adjusted operating margin was 14.4%, up 10 basis points, driven by strong productivity. For the full year 2013, adjusted operating income increased 6% and adjusted operating margin was 14.5%, up 10 basis points from the prior year. So before I move on to our 2014 guidance, I'd like to provide you with a brief update on the Life Technologies financing details now that we expect to close the transaction shortly. I'll also cover the changes to our reporting segments that went into effect on January 1. So in terms of the acquisition financing, it will be a total of $11.1 billion as follows: in Q4 we issued $3.2 billion in bonds, with maturity dates of 3 to 30 years at a current average rate of 3%; $5 billion will come from our term loan facility, which is a variable rate of LIBOR plus 150 basis points that is currently averaging 1.75%; and we'll issue a total of $2.9 billion of common equity representing 34.9 million shares. The remainder of the purchase price will be funded with available cash and commercial paper of approximately $2.5 billion. With that, let me briefly update you on some changes we're making to our reporting segments. Effective January 1 of this year, the company's financial performance will be reported in 4 segments. The details are included in our financial reconciliation package in the Investors section of our website, but the major changes are as follows. First, we've added a new segment called Life Sciences Solutions, which consist of the majority of the former Life Technologies and Thermo Fisher biosciences businesses. Our Global Chemicals business, which sells a high percentage of its revenue through the Fisher Scientific channel, is being transferred from biosciences to the Laboratory Products and Services segment. As a result, our annualized sales eliminations will decrease. But this will be partially offset by increased eliminations for products currently sold by Life Technologies through the Fisher Scientific channel. Next, our Analytical Technologies segment is being renamed Analytical Instruments to reflect the transfer of biosciences to other segments. Two small Specialty Diagnostics businesses within Life Technologies are becoming part of the Specialty Diagnostics segment. And finally, as previously announced, we have agreed to sell our sera and media, gene modulation, and magnetic beads businesses to GE Healthcare. So there are a number of changes, not the least of which is the addition of Life Technologies to our results. At the total company level, going forward, we'll be reporting organic revenue growth using our standard methodology of excluding the results of Life Technologies until we reach the anniversary date of the acquisition. When we report our actual results beginning in Q1, we do intend to provide organic revenue growth on a pro forma basis for the life sciences solutions segment as if we had owned Life Technologies for all of 2013 and 2014, to give you insight into the growth performance of that segment. So with that, I'd like to review the details of our 2014 guidance. In terms of acquisition and divestiture assumptions, our guidance includes Life Technologies assuming an early February close date. And for the previously announced divestitures, we've assumed a mid-Q1 sale date. Our guidance does not include any other future acquisitions or divestitures. As you saw in our press release, we're initiating a 2014 adjusted EPS guidance range of $6.70 to $6.90, which represents growth of 24% to 27% over our 2013 adjusted EPS of $5.42. In terms of revenue, our guidance range is $16.63 billion to $16.83 billion, which is 27% to 29% above our reported revenue of $3.09 billion in 2013. On an organic basis, this represents year-over-year growth of about 3% to 4% with the midpoint similar to our actual results in 2013. Again, this measure of organic growth does not include the results of Life Technologies. To bridge our organic growth between the 2 years, we expect to pick up about 50 basis points each in academic and government and industrial and applied as a result of modestly stronger end markets. We expect this to be offset by roughly 100 basis points of lower contribution from pharma and biotech, following our strong high single-digit growth in this end market for the last 2 years. We still expect good growth in the mid-single digits in this end market, given the strength of our value proposition, but we expect the comparison will be challenging. We also expect to see a small amount of dilution from the acquisition-related divestitures as they were growing faster than the company average. In terms of FX, assuming recent rates, the year-over-year foreign currency impact on our revenue will be minimal. However, similar to 2013, we're expecting an unfavorable margin impact resulting from the mix of currencies, specifically, the continued weakening of the Japanese yen. The Life Technologies acquisition, net of our divestitures, is expected to contribute about 24 to 25 points of our total revenue growth in 2014. To frame the organic revenue growth performance we've assumed in our guidance for the legacy Life Technologies businesses, we're expecting them to grow organically by 2% to 3% in 2014 on a pro forma basis, following 2% organic growth in 2013. Turning to adjusted operating margin, we're expecting adjusted operating margin expansion of 220 to 250 basis points, primarily as a result of the addition of Life's financial results, as well as acquisition synergies. We're expecting margin expansion for Thermo Fisher standalone to be about 60 basis points, excluding headwinds of 30 basis points from the divestitures, as well as 30 basis points from FX. The drivers of the standalone margin expansion are similar to prior year's: price and volume leverage, our PPI Business System, global sourcing and restructuring. We're assuming about $85 million of synergy benefit in the balance of 2014. This translates to $100 million for the first full year, which is slightly higher than our original guidance of $85 million as we now expect to be able to accelerate some of the synergy benefits after completing the detailed integration planning. In terms of our expectations for synergies in the third full year after close, our integration planning work has validated our original guidance of $275 million in cost and revenue synergy benefit. Moving below the line, we're expecting net interest expense to be in the range of $420 million to $430 million, up almost $200 million as a result of the debt we issued to fund the Life Technologies acquisition. It's important to note that Life's existing bonds, totaling $2.05 billion, will be recorded on our balance sheet at fair value, resulting in about $50 million of lower P&L interest compared to what Life Technologies expensed in 2013, although cash interest payments remain unchanged. We're forecasting our adjusted income tax rate to be in the range of 14.5% to 15.5% consistent with our previous guidance of about 15% for the combined company. We've not included the R&D tax credit in our tax rate estimate, which is about a $20 million benefit for the combined company as it has not yet been approved for 2014. We're assuming that we will return approximately $240 million of capital to shareholders all in the form of dividends, and that we'll use the bulk of our free cash flow and the proceeds from the divestitures to pay down short-term debt. Full-year average diluted shares are estimated to be in the range of 402 million to 406 million, up 10% to 11% from 2013, reflecting the shares we issued to fund the Life Technologies acquisition. And we're expecting capital expenditures to be in the range of $470 million to $490 million on a full year basis and free cash flow to be in the range of $2.55 billion to $2.65 billion. In terms of accretion from the Life Technologies transaction, as Marc said, we're now expecting the acquisition to add $1.25 to $1.30 of adjusted EPS in the first full year, compared to our original guidance of $0.90 to $1 and we're expecting about $1.10 to $1.15 of accretion to our fiscal year 2014 earnings. To bridge from the high-end of our original first year accretion guidance of $1 to our current guidance high-end of $1.30, we picked up about $0.38 from a lower share count as a result of issuing 1.1 billion less equity at a higher average price. We also picked up about $0.20 from lower interest expense as a result of lower rates and the fair value adjustment of Life's debt, and this was partially offset by about $0.16 due to divestitures and about $0.12 net lower contribution from Life's operations, including synergies, all as a result of more unfavorable FX rates versus our acquisition model assumptions. One final note on guidance, we don't normally provide detail other than annual guidance, but given all the moving parts related to acquisitions and divestitures, I thought it would be helpful to give you some insight into what we're expecting for Q1. With over $375 million of Life's 2014 revenue occurring pre-close and the divestitures assumed to occur mid-quarter, we're expecting Q1 to represent only about 22% of our full year revenue guidance. In terms of adjusted EPS, we're expecting Q1 as a percent of our full year guidance to represent a couple of points less than the comparable revenue percentage as a result of the synergies building throughout the year, and a large piece of the acquisition-related interest expense and share count increase being incurred for the full quarter without a full quarter of Life's operating earnings to offset them. As always, in interpreting our full year revenue and adjusted EPS guidance ranges, you should focus on the 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. So in summary, this past year, we managed our cost base effectively, while continuing to invest for a bright future. We accomplished this by leveraging our PPI Business System and through strong execution by our teams around the globe. As a result, I believe we're well positioned to achieve our growth goals for 2014 and beyond. And our prospects only get brighter with the new capabilities that Life Technologies will bring. With that, I'll turn the call back over to Ken.