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0 DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND THIRD QUARTER 2017 EARNINGS CALL NOVEMBER 1, 2017

DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Page 1: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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DIVESTITURE OF SURGICAL & INFECTION PREVENTIONAND THIRD QUARTER 2017 EARNINGS CALL

NOVEMBER 1, 2017

Page 2: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Agenda and speakers

Steve Voskuil Chief Financial Officer

Joe WoodyChief Executive Officer

Q&A

Financial Overview & Transformation

Third Quarter Performance

Transaction Rationale

Halyard Outlook and Go-Forward Strategy

Page 3: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Forward looking statements

FORWARD-LOOKING INFORMATION

Certain matters in this presentation and conference call, including our 2017 outlook, expectations and planning assumptions, and any estimates, projections, and statements relating to our business plans, objectives, or the divestiture of our Surgical & Infection Prevention business, constitute forward-looking statements and are based upon management’s expectations and beliefs concerning future events impacting the Company.

These statements are subject to risks and uncertainties, including currency exchange risks, cost savings and reductions, raw material, energy, and other input costs, competition, market demand, economic condition, and legislative and regulatory actions. There can be no assurance that these future events will occur as anticipated or that the Company’s results will be as estimated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. For a more complete listing and description of other factors that could cause the Company’s future results to differ materially from those expressed in any forward-looking statements, see the Company’s most recent Form 10-K and Quarterly Reports on Form 10-Q.

NON-GAAP FINANCIAL MEASURES

Management believes that non-GAAP financial measures enhance investors’ understanding and analysis of the company’s performance. As such, results and outlook have been adjusted to exclude certain items for relevant time periods as indicated in the non-GAAP reconciliations to the comparable GAAP financial measures included in this presentation and in today’s earnings release posted on our website (www.halyardhealth.com/investors).

Page 4: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Divestiture of S&IP unlocks shareholder value

• Represents a significant milestone in company’s strategy since spin-off

• Transforms the company into a focused Medical Devices business

• Creates a growth-oriented pure-play Medical Devices business with industry-leading Pain Management and Chronic Care portfolios

Pure-Play Medical Devices

Company

AttractiveEnd-Markets

Enhanced Growth Profile

Divestiture of S&IP accelerates value for shareholders immediately and over time

Page 5: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Transaction sets the stage for future growth

• Definitive agreement to sell Surgical & Infection Prevention business for $710 million to Owens & Minor

• Sale includes the Halyard brand name and current IT platform. The IT platform will be transferred in approximately one year

• Halyard will continue to provide IT services to S&IP for at least one year after closing as the company manages the transition to new ownership

• Halyard is finalizing multi-year plan to address dis-synergies and corporate costs

• Estimated net after-tax proceeds of approximately $550 million, a portion of which will be allocated to the corporate rebrand and the new IT platform

• Management will evaluate options for use of proceeds, with the objective of maximizing balance sheet flexibility for future growth

• Halyard will provide more detail on capital deployment in the coming months

• Transaction is subject to regulatory approval and other customary closing conditions

• Transaction is expected to close in the first quarter of 2018

ClosingUse of Proceeds

Terms & Structure

Page 6: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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$502 $510

$567$600

20.8% 21.2%

21.8%

24.9%

19.0%

21.0%

23.0%

25.0%

$450

$500

$550

$600

$650

2014A 2015A 2016A LTM 9/30/17A

S&IP Medical Devices S&IP Medical Devices

Strong momentum enables acceleration of transformation

Medical Devices Net Sales Operating Profit Margin

($ in millions)

Halyard Today3Q ’17

Halyard at Spin-off4Q ’14

Operating Profit Shift*

Medial Devices Sales and Operating Profit Margin

*Excludes impact from Corporate and Other

Page 7: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Transformation to focused business with attractive financial profile

Halyard Today Post-Transaction

OrganicTop-line Growth:

Flat Mid-single digit

Gross Margin: Mid-30s Low-60s

Operating Margin Growth:

Flat Growing

Halyard Today Post-Transaction

Management Focus:

Split Focused, pure-play

CommodityVolatility:

Significant Minimal

Strategic Value

Financial Value

Page 8: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Pain Management

Chronic Care

Positioned to win in core areas with attractive opportunities

Strong Position in Large Addressable Market

Pain Management Outlook

Historical Organic Sales Growth and Outlook (%)

Chronic Care Outlook

$6.0bn

PainManagement

• Includes Digestive Health and Respiratory Health

• More mature market, with leading positions further enhanced by success of CORPAK acquisition

• Growth strategy:

- Develop innovative technologies to manage the health issues we address today

- Leverage existing products to enter new and related markets

- Strengthen portfolio through acquisitions

Medical Devices Sales Q3 2017

Addressable Market

• Includes Surgical Pain and Interventional Pain

• Fastest-growing part of our business, driven by COOLIEF and ON-Q success

• Growth strategy:

- Introduce new products and therapeutic solutions to doctors and patients

- Leverage products into adjacent markets- Pursue new, complementary opportunities- Support adoption of non-opioid solutions

ChronicCare (%

)

-2

-1

0

1

2

3

4

5

Pain Management Chronic Care

2014 2015 2016 2017E*

* Based on the midpoint of guidance

Page 9: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Increased firepower for growth

Transaction accelerates cash flow, providing firepower to invest in future growth

• Objective to maintain balance sheet flexibility to invest in growth through M&A or internal product development and R&D

• Intend to pursue M&A opportunities with characteristics like:

Attractive top-line growth,

Positioning us in new and adjacent markets with significant potential for future growth and scale

Significant free cash flow generation and accretion over time

• Strengthening M&A capability to integrate new acquisitions, deliver synergy potential and maximize value creation

* Adjusted for $40 million of working capital needs* Includes impact of IT and branding

Debt Financed Acquisition Capacity ($ in millions)

Historical R&D and Capital Spending ($ in millions)

18

23

34 32

18

2319 18

0

10

20

30

40

2014 2015 2016 2017 LTM

R&D Capital Spending

($ in

mill

ion

s)

600-650

150 350-400

100

Current M&ACapacity*

Proceeds LessReduced EBITDA

Incremental DebtCapacity From

Acquisition

Total M&ACapacity

Proceeds Less Impact of Lower

EBITDA**

Page 10: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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2017: Execution 2018: Separation 2019: Transformation 2020-21: Acceleration

Organizational Optimization

New Name & Brand Identity

New Organizational StructureTwo-phased program starting in 2018 through 2020

Transition Services Support

Transform IT Landscape

2

Financial Restructuring

Supply Chain/Distribution OptimizationRationalization of distribution footprint

Elimination of Stranded Costs and Dis-Synergies Invest for Growth and Build Capability

3

Growth Execution

Organic Innovation & M&A Accelerate Growth and Build Scale1

Phased Transformation: optimizing Halyard at every level

End State

Multi-year program goal to offset all dis-synergies and position for growth

Year 1 Net Dis-synergies: $15 - $20MTax Rate: 35% - 36%

Target Savings of $30 - $40MEliminate Dis-synergies & Reduce Corp ExpenseAnnual Tax Rate Improvement

“Right-Sized” Organization

Scalable Infrastructure

Accelerated Growth

Margin Accretion

Investment For Growth

Page 11: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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• Net sales increased 1% to $401 million

• Medical Devices sales driven by continued strong demand in Interventional Pain, Surgical Pain as well as in Respiratory Health

• S&IP markets continuing to show encouraging signs

• Adjusted gross margin of 36%

• Impacted by elevated polypropylene costs

• Reported adjusted diluted EPS of $0.60

• Performance benefited from:

• Delayed timing of some SG&A investments

• Adjusted effective tax rate of 29.7%

• Anticipate SG&A investment will accelerate for corporate functions and franchise teams

Third quarter consolidated performance

Page 12: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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11

Balance sheet and cash flow

• Ended the quarter with $166 million of cash

• Generated $9 million of free cash flow

• Project 2017 free cash flow of approximately $80 million

• Raising adjusted diluted EPS outlook to $2.03 - $2.13

• Continuing to build on our momentum

• Updating four key planning assumptions

Page 13: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Strategic transaction to unlock value for all stakeholders Halyard will transform to a leaner, pure-play medical devices business with industry-leading expertise in Pain Management and Chronic Care

• Sale of S&IP is financially compelling and creates value for shareholders immediately and over time

• Accelerates our transformation as a focused medical devices company underpinned by attractive business and financial profile

• Positions the company in a highly attractive sector, with significant opportunity for sales growth and margin expansion over the medium-and longer-term

• Enhanced capacity and flexibility to pursue M&A and invest in internal growth

Investment Highlights

Page 14: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

Q&A

Page 15: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

APPENDICES

Page 16: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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2017 outlook summary

Note: Guidance updates denoted in bold text.

February August November

Adjusted diluted EPS $1.70 to $2.00 $1.85 to $2.05 $2.03 to $2.13

Net sales 0% to 2% 0% to 2% 0% to 2%

Medical DevicesIncludes 3% growth attributed to CORPAK 7% to 9% 7% to 9% 7% to 9%

S&IP, excluding sales to Kimberly-ClarkContemplates 2% to 4% lower selling prices 0% to -2% 0% to -2% -1% to -3%

S&IP sales to Kimberly-Clark $40M to $45M $40M to $45M $50M to $55M

Corporate sales $10M to $15M $10M to $15M $10M to $15M

FX translation impact on net sales 0% to -2% 0% to -2% 0% to -2%

Commodity inflation $10M to $20M $5M to $10M $10M to $15M

Research & Development $40M to $45M $40M to $45M $40M to $45M

Adjusted effective tax rate 32% to 34% 32% to 34% 31% to 33%

Page 17: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Non-GAAP reconciliationsIn millions

Gross Profit Operating Profit

Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2017 2016 2017 2016 2017 2016 2017 2016

As reported $ 143.3 $ 138.0 $ 430.8 $ 415.2 $ 28.8 $ 20.9 $ 84.3 $ 71.6

Divestiture-related charges — — — — 8.1 — 8.1 —

Spin-related transition charges — 4.5 (1.6) 4.6 — 6.7 (0.8) 10.6

Acquisition-related charges 1.2 1.5 2.4 5.0 2.0 4.4 5.3 14.7

Litigation and legal — — — — 3.6 5.1 17.3 15.1

Intangibles amortization 1.0 0.8 2.9 2.3 5.3 5.6 16.1 16.5

As adjusted non-GAAP $ 145.5 $ 144.8 $ 434.5 $ 427.1 $ 47.8 $ 42.7 $ 130.3 $ 128.5

Income before taxes Income tax provision

Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2017 2016 2017 2016 2017 2016 2017 2016

As reported $ 21.4 $ 12.7 $ 62.4 $ 47.4 $ (4.8) $ (3.6) $ (15.9) $ (17.6)

Effective tax rate, as reported 22.4% 28.3% 25.5% 37.1%

Divestiture-related charges 8.1 — 8.1 — (3.1) — (3.1) —

Spin-related transition charges — 6.7 (0.8) 10.6 — (2.3) 0.2 (3.9)

Acquisition-related charges 2.0 4.4 5.3 14.7 (0.8) (1.7) (2.0) (5.6)

Litigation and legal 3.6 5.1 17.3 15.1 (1.3) (1.9) (6.5) (5.7)

Intangibles amortization 5.3 5.6 16.1 16.5 (2.0) (2.3) (6.0) (6.2)

Regulatory tax changes — — — — — — — 3.7

As adjusted non-GAAP $ 40.4 $ 34.5 $ 108.4 $ 104.3 $ (12.0) $ (11.8) $ (33.3) $ (35.3)

Effective tax rate, as adjusted 29.7% 34.2% 30.7% 33.8%

Page 18: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Non-GAAP reconciliationsIn millions, except per share amounts

Net Income

Three Months Ended Nine Months Ended

September 30, September 30,

2017 2016 2017 2016

As reported $ 16.6 $ 9.1 $ 46.5 $ 29.8

Diluted EPS, as reported $ 0.35 $ 0.19 $ 0.98 $ 0.63

Divestiture-related charges 5.0 — 5.0 —

Spin-related transition charges — 4.4 (0.6) 6.7

Acquisition-related charges 1.2 2.7 3.3 9.1

Litigation and legal 2.3 3.2 10.8 9.4

Intangibles amortization 3.3 3.3 10.1 10.3

Thailand statutory tax rate change — — — 3.7

As adjusted non-GAAP $ 28.4 $ 22.7 $ 75.1 $ 69.0

Diluted EPS, as adjusted $ 0.60 $ 0.48 $ 1.58 $ 1.47

EBITDA

Three Months Ended Nine Months Ended

September 30, September 30,

2017 2016 2017 2016

EBITDA, as reported $ 44.9 $ 37.5 $ 132.8 $ 120.0

Divestiture-related charges 8.1 — 8.1 —

Spin-related transition charges — 6.7 (0.8) 10.6

Acquisition-related charges 1.9 4.0 5.0 14.4

Litigation and legal 3.6 5.1 17.3 15.1

Adjusted EBITDA $ 58.5 $ 53.3 $ 162.4 $ 160.1

Page 19: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Non-GAAP reconciliationsIn millions

Three Months Ended Nine Months Ended Twelve Months Ended

($ in millions) December 31, 2016 September 30, 2017 September 30, 2017

Medical Devices:

Net Sales $ 153.9 $ 445.7 $ 599.6

Operating Profit 33.2 116.3 149.5

Operating Profit Margin 21.6 % 26.1 % 24.9 %

Free Cash Flow

Three Months Ended Nine Months Ended

September 30, September 30,

2017 2016 2017 2016

Cash provided by operating activities $ 23.4 $ 49.9 $ 80.1 $ 143.9

Capital expenditures (14.0) (7.6) (30.6) (21.7)

Free Cash Flow $ 9.4 $ 42.3 $ 49.5 $ 122.2

Page 20: DIVESTITURE OF SURGICAL & INFECTION PREVENTION AND …Investor+Presentation_FINAL.pdfCertain matters in this presentation and conference call, including our 2017 outlook, expectations

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Non-GAAP reconciliationsIn millions, except per share amounts

Estimated Range

Adjusted diluted earnings per share $ 2.03 to $ 2.13

Amortization (0.28) to (0.28)

Divestiture-related charges (0.33) to (0.26)

Spin-related transition expenses 0.01 to 0.01

Acquisition related charges (0.09) to (0.07)

Other (0.38) to (0.28)

Diluted earnings per share (GAAP) $ 0.96 to $ 1.25