Owens & Minor Inc (OMI) 2011 Q4 法說會逐字稿

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. At this time, all participants are in a listen-only mode. We will be facilitating a question and answer session towards the end of this conference call.

(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 will 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 R. 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 owensandminor.com, where we will also archive 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 and 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 risk and uncertainties that could cause actual results could 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 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, multi-state customers into our network, we realize that, from time to time, we will have to adapt our service and operational model.

For example, during the fourth quarter we completed the process of exiting two 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 2011, and the full year. When comparing this year's results to the prior year's, 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 in both 2011 and 2010 from certain key measurements, including operating earnings, net income, and net income per diluted share. We believe this non-GAAP information will provide you with a better understanding of our financial performance for 2011. Please refer to the supplemental information on our website for a reconciliation of our results reported on a GAAP basis to the non-GAAP information we will discuss today. Turning now to our results for the year. Results for the -- revenues for the full year were $8.63 billion, an increase of 6.2% when compared to 2010. For the year, revenue growth resulted from a $381 million increase in sales to existing customers, a $96 million increase in sales to net new customers, and a $27 million increase in fee revenues from our various fee for service offerings.

In looking at the fourth quarter of 2011, we saw a continuation of the trends we have seen all year. For the fourth quarter, revenues increased 6.1% to $2.20 billion when compared to the same period last year, another quarterly record. Turning now to gross margin. For the year, gross margin dollars increased by $50 million to $858 million when compared to 2010. As a percentage of revenues, gross margin was unchanged at 9.94% when compared to the prior year. Factors affecting the annual gross margin percentage included lower gross margin from new and existing traditional distribution customers and an increase in the LIFO provision, which together accounted for a decline of 29 basis points. These were offset by a net increase in fee-for-service revenues, which contributed a positive 29 basis points to gross margin.

As you consider our gross margin results, remember that we have been successful in winning the business of large IDN accounts. As we have discussed with you, these large customers have economies of scale and leverage in the marketplace. Our contracts with them are comparatively more complex, and require the participation of both parties over time to reach targeted performance. Consequently, we are experiencing some gross margin compression with these larger systems in the early stages of the contracts. But as we move forward, we believe that we will drive toward operating efficiencies that would increase customer profitability. For the fourth quarter, gross margin dollars increased $6 million to $214 million when compared to the fourth quarter of 2010. As a percentage of revenues, quarterly gross margin declined 29 basis points to 9.75% of revenues when compared to the fourth quarter of 2010. The net decline in the fourth quarter gross margin percentage resulted from factors similar to those we saw throughout the year.

For the year, SG&A expenses increased $46 million to approximately $611 million when compared to 2010. The increase in SG&A for the year, when compared to last year, resulted from increases of $26 million in fee-for-service business operations, including cost to convert new third-party logistics business, $15 million in labor costs, $6 million in delivery expenses, resulting from strong business growth and greater fuel costs, and finally a $2 million increase in outside consulting expenses, as we have discussed in the second quarter. As a percentage of revenues, 2011 SG&A expense increased by approximately 14 basis points to 7.08% when compared to 2010. For the quarter, SG&A expense was $151 million, an increase of approximately $8 million when compared to the prior-year quarter. As a percentage of revenues, fourth-quarter SG&A expense improved slightly from the prior year to 6.86% of revenues. As we look to 2012 and beyond, we will call upon our expertise in controlling expenses as we leverage strategic investments we have made in our infrastructure and information technology systems. Also, as you think about 2012, please remember that in the first quarter we typically experience increases in payroll related taxes and equity-based compensation expenses.

For the year, other operating income net was $3.5 million, including finance charge income of $2.9 million, increased by less than $1 million when compared to 2010. Proceeds from the settlement of a class-action lawsuit of $2.2 million were offset by an increase in transaction related costs. The transaction related costs included expenses incurred from establishing our sourcing joint venture in China, as well as the exploration of certain strategic partnerships that we discussed earlier in the year. As you look ahead to 2012, bear in mind that the financial outlook we provided for the year does not include any potential transaction costs, as it is impossible to budget for the unknown. As we have said, we continue to actively research the market for potential strategic transactions and partnerships.

Turning now to adjusted operating earnings. On an adjusted basis, operating earnings for the year were unchanged at $216 million when compared to 2010. As a percentage of revenues, operating earnings for 2011 were 2.51% of revenues, a decline of 14 basis points when compared to the prior year. As I mentioned earlier, this decline resulted from a variety of factors. Chief among them, our relationships with large IDNs and a significant provider groups. Because these contracts are highly complex and involve many facilities across wide regions, it will take time for both parties to work through these contracts to reach targeted performance goals. As a team, our focus is on working with these customers over time to reach optimal levels of performance and profitability.

For the fourth quarter 2011, adjusted operating earnings were nearly $56 million, decreased by approximately $3 million when compared to the fourth quarter of 2010. Adjusted quarterly operating earnings were 2.54% of revenues in the fourth quarter of 2011, compared to 2.84% of revenues in the fourth quarter of 2010. Interest expense, a component of net income but not of operating earnings, was $13.7 million for the year, decreased by less than $1 million when compared to 2010. For the year our effective interest rate was 6.42% on average borrowings of approximately $213 million. For the fourth quarter interest expense was approximately $3.5 million, decreased slightly from the prior-year quarter. Turning to our income tax rate, the effective tax rate for 2011 was 39.3%, compared to 39.1% in the prior year. For the year, adjusted net income was $122.9 million, or $1.94 per diluted share, essentially unchanged when compared to adjusted net income of $122.5 million, or $1.94 per diluted share in the prior-year.

Looking at the quarterly comparison, adjusted net income for the fourth quarter of 2011 was $32 million, compared to adjusted net income of $34 million in the prior year fourth-quarter. Our challenge ahead is to grow our earnings by operationally leveraging our infrastructure while still providing exceptional service to our customers. At the same time we are mindful that we must invest strategically in our company in order to maintain our leading position in healthcare, and take advantage of opportunities as they arise. Achieving this balance is important to us. As for asset liability management, for the year we reported cash from operations of $68 million, compared to $143 million in 2010. Cash from continuing operations was negatively affected by a build up of inventory associated with business growth, including the conversion of new customers in the fourth quarter of 2011. Therefore, inventory turns in the fourth quarter were 10.0 compared to turns of 10.2 a year ago.

Our receivables DSO was 20.7 days as of the end of the fourth quarter, increased by 1.1 days when compared to DSO of 19.6 days at the same time last year. Please note that an increase or decrease of one day represents approximately $24 million of working capital. Cash use for capital expenditures for the year was approximately $36 million, compared to $41 million last year. The cash was used primarily for strategic and operational efficiency initiatives, including leasehold improvements and warehouse equipment for our distribution centers and our third-party logistics centers, as well as investments in software and customer facing technologies. For the year we returned approximately $67 million in cash to our shareholders, resulting from a combination of $51 million in dividends and $16 million from our board approved share repurchase program. We are committed to creating value for our shareholders. Turning to our guidance for 2012. As we said at our investor meeting last December, we are targeting revenue growth in the range of 3% to 5%, and we're targeting net income per diluted share to increase from 5% to 10% when compared to 2011, excluding the fourth quarter of 2011 exit and realignment costs. Thank you, and I will now turn it over to Craig for his remarks.

Thank you, Jim, for that update there. 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 have formed a 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 have facilities spread across many states, and that means we often serve one customer from several distribution centers. But increasingly, their decision-making is becoming centralized. With growing scale and centralization, these large IDNs are changing the dynamics in healthcare, as they gain greater leverage in market. As Jim explained, we made certain modifications during the fourth quarter to our operational and service model to effectively serve this evolving business. Looking ahead, let me remind you where we are placing our strategic focus in the near term. We continue to modernize and invest in the infrastructure that supports our core business. We also continue to seek opportunities in adjacent, non-acute care markets in healthcare. We are enhancing our strategic sourcing and product management efforts, and through OM Healthcare Logistics, with Brian Shotto and his new sales and operational leaders we are enhancing our 3PL efforts to meet the supply chain needs of health care manufacturers. As we discussed at our investor day, we made good progress on the strategic initiatives in 2011 while growing revenue at a solid pace.

Because of our approach to the market, we have consistently won high satisfaction ratings from our customers. This past year was no exception. In our annual customer satisfaction survey the results were positive. Overall customer satisfaction was high, with 96% of our customers indicating they were satisfied or very satisfied with our service. In a new rating, customer loyalty was strong at 71%, and according to the research firm, this is very high for a B to B company such as ours. Our teammates made these high marks possible, as they are truly dedicated to serving our customers. We will strive to maintain and even improve this performance. No matter what challenges we face in healthcare, we know that an important part of our mission is creating a value for our shareholders. Accordingly, our board of directors, which views the dividend as an important part of total shareholder return has just approved a 10% increase in the first quarter dividend.

Looking ahead to 2012 and beyond, we believe we are well positioned to support our healthcare customers as they navigate a changing industry. We have the energy, the expertise, and the vision to serve a complex sector of healthcare. But as we serve this market, we will stay true to our values that have shaped our company for over 130 years. I want to thank our teammates for their hard work in 2011. They truly distinguish Owens & Minor in the healthcare market. We have a busy in investor calendar this year, and we look forward to seeing as many of you as possible on the road in the months to come. Thank you, and we would be happy to take your questions.

(Operator Instructions)

Your first question comes from Larry Marsh from Barclays Capital. Your line is open.

Good morning Craig, Jim, Charlie and team. Thanks for the update. I just had two questions for you this morning. First is just a little bit of elaboration on something you mentioned, Jim, which is the gross margin pressure from some of these group 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 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 is going to grow for you in the next year or two?

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 OM Solutions 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 potential, we believe, to grow substantially, and we think that is 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 the complexity revolves on several different fronts. One is that there are more individual units that have to comply with what ever 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. Often times, as we said, they could be multi-state. But also, the performance of the individual customer, and in some of these instances, that could be upwards of 100 hospitals that has to have an element of performance. And so when you think about those metrics, something that is simple as the hospital is contractually required to perform on a certain day 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 are confident over time that we will have a process and relationship with these entities that will accomplish that, but there are challenges at the outset.

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

Absolutely, and there are incentives for good behavior on both parties' sides, both the hospitals' and ours, and there are penalties for a lesser performance, and so that factors in too. But we will work through it, but the good news is that the business, we have 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 are finding 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 cost associated with producing more information, and yet at the same time produce information that is even of higher value, and assist management in making better decisions. So it is 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 then really the related question for everyone here is around some metrics for us to think about and keep track of, which I am sometimes prone to want to ask about, and that is both 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 or your strategic relationship here with the private label, as we think about 2012, what percentage, as you define it, 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 two?

Okay, so the two questions 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 is applied and used needs to evolve to the changing marketplace. We have 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 might be applied to drive efficiencies out of the supply-chain. 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 initiative is important to us. We have talked about it for a long time. We have 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 is proceeding very well, and we are very pleased with the expansion that we are beginning to get there. But let me hand it over to Craig.

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 you know CostTrack is very near and dear to my heart and Gil's heart, and I guess we have drifted a little bit with that, just with everything that is 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 three years, is there is a manufacturers component to that, that the original CostTrack model really looked at the customer and 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 score cards 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 at that activity-based costing addressed within these larger systems as they pulled together. I would just say, anecdotally, 5 of the 6 are very interested in an updated model that also includes the manufacturer.

Okay. I will give you guys some credit, you're good, I can't pin you down specific numbers anymore. Well done. Certainly important initiatives.

Thank you, Larry.

Certainly a compliment. But anyway. Let me stop with those two questions. Thanks.

Your next question comes from Glen Santangelo from Credit Suisse.

Thanks for the questions. 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'm wondering if you could clarify a little bit. Is that really coming from your IDN customers getting bigger, or do you think there is some market share wins in there, or are we seeing any up tick in utilization, or is that kind of flat lined?

I think, Glenn, that utilization is about where it has been over the last several quarters, and I think you are probably hearing from a lot of other companies that that is, for the most part, what most companies are seeing. I would say where we are 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 have seen the majority of our growth. We have had some market share pick up 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 can ask a follow-up question regarding the guidance. 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 conversely if I look at your 4Q gross margin and try to reconcile that to the 10% to 10.25% gross margin percentage you laid out for 2012. I'm trying to understand in my mind like what is going to swing sort of both of those lines on the income statement as we go out over the next 2, 3, 4 quarters, particularly if you have some of the renegotiation in the back half of the year.

Sure, Glen. I think the easiest, and maybe overly simplified, so I will 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 will recall, that fee-for-service business is the primarily the OM Solutions and 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 is associated with serving that business would increase in some correlation. And I think that is, 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 will jump off. It is a related question to your 3PL efforts. As you look back on 2011 and reflect on those results, is the profit on that 3PL business, is it kind of about where you thought it would be at this point in time, or a little bit above or behind your own internal expectations, because it is kind of hard for us to parts that piece of the business out and then I will jump off. Thanks.

Yes I think as we look at the third-party logistics business, and I think we have 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 will recall, going into 2011, the objective was that by the end of the year we would reach a break-even run rate, and we have not achieved that. So I think that as we look to 2012, again we've put forth that we are 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 will be improving some of the top line growth as he moves forward into this next year.

Perfect. Thank you.

Your next question comes from Robert Jones from Goldman Sachs.

Thanks for the questions. 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 is not just about physician practices. It is about surgery centers and clinics and imaging centers, and so as these systems get bigger, they are obviously trying to spread their reach out into as many markets as they possibly can. So we are 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 in measure and totes, dietary, and Pharma. This is -- although many of them have had physician practices in the past, it is 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. To answer your question, yes, we are 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 the organization. I am 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 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 are 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 are 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 could evolve also. But we like the fact that we have a broad geographical reach within the United States. We think that is a positive for -- and attractive differentiator when we talk to our provider customers.

Great. Thanks for the questions.

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

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

Yes, Robert. CapEx for 2012 will be a touch higher than it has been historically. At investor day, we spoke and sort of in terms 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. And that is directly tied to the information technology initiative that we went over in a fair amount of detail at investor day.

And the cash flow number?

I don't think, and again, we tried to demonstrate this at investor day, I think the cash flow, in particular free cash flow, should be, on a normalized basis, where we have generally reported, which is in the range of $150 million to $125 million. I think -- 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 the that. Is there anything that you would have us put in the numbers for share repurchases for 2012 similar to this year?

I think the notion that we have talked about in the past is that the intent of the 3-year share repurchase program, which 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.

Okay. Perfect. Thank you.

Your next question comes from Eric Coldwell from Robert W. Baird.

Thanks very much. I'm still struggling to get to the fourth-quarter earnings number. Using the data provided in the slide deck and 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 to 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. 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 two different time periods. For consistency, in the non-GAAP amounts that we put forth on the webpage, we used the annual shares to calculate the per-share addbacks for the realignment of -- our realignment and 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 the supplier incentives, and I'm curious if we could get the full-year tally on that figure.

I don't have that with me at this point. I would say that if there is any further a variance discussion, we probably would include it, if it is 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 incorporates some element of supplier and some element of provider margins.

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

Well, I think Eric, you know 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 team. So this is something we have 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 directed 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 have been looking at for a long period of time, and I am not sure I have the exact answer for you today, Eric. But I think this is something that is going to probably evolve over the next several months, and you know as we probably get a better fix on this, we will make sure that we update everybody on how we move forward on that.

Okay. Thanks very much.

Your next question comes from David Larsen with Leerink Swann.

Hello. With this super IDN that you brought on largely, I guess, in 4Q '11, can you just tell us 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 the client please?

I would say the bulk of it is finished, and you know 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 purposes the bulk of that is done, but we had -- it impacted 13 divisions, so 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, in overtime, and temporary help. But typically we don't break that out on an individual basis as we convert these. This was that large conversion. All 3 of them are pretty large. 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 and the people are hired, and now we're going to focus on improving profitability in that account.

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

Sure. In broad context, and there will be more detail as we file our annual report on Form 10-K with Securities and Exchange Commission, so we would direct you to that filing. But in broad context, the largest component of it is lease cost, and we have abandoned the buildings and correspondingly recognize 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 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. Do you expect this pace to continue in 13?

Well, as we will move through the year, I think we will have more clarity and more comment on 2013. I would only stay 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 are committed to growing the organization.

Thanks a lot.

Operator we have time for one more question.

Or last question comes from Steven Valiquette from UBS. Your line is open

Thanks, and good morning. Can you hear me okay?

Absolutely.

Sorry I got on the call a little bit late. I'm at a conference. Just wanted to touch quickly on the bridge contract that you guys received from the DOD. I'm not sure if touched on this or not in your remarks or even in the Q&A. Just curious to see (inaudible) for the first half of 2012 for you guys, and maybe just some color on whether additional bridge contracts to be part of the equation as well. Thanks.

Sure, Steven. 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 isn't a new factor in at least as we think about 2012. Quite candidly the DOD is less and less impactful for us. We've seen the decreases 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 those.

Their press release is dated January 6, that is why I was curious whether that was included in the guidance, so that definitely helps to clear that up. Great. Thank you.

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

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