Stericycle Inc (SRCL) 2017 Q2 法說會逐字稿

Good day. My name is Ben, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Stericycle second quarter earnings call. (Operator Instructions)

I would now like to turn the call over to Jennifer Koenig, Vice President of Corporate Communications and Investor Relations. Ma'am, please go ahead.

Thank you, Ben. Good afternoon, and welcome to Stericycle's Second Quarter 2017 Conference Call.

I will now read the safe harbor statement. This conference call may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control, for example, general economic and market conditions. Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include: changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information; completion of the -- and court approval of the proposed resolution of the class action litigation; increases in transportation and other operating costs; the level of governmental enforcement of regulations governing regulated waste collection and the treatment or proper handling and protection of personal and confidential information; our obligation to service our substantial indebtedness and to comply with the covenants and restrictions contained in our private placement notes, term loan credit facility and revolving credit facility; our ability to execute our acquisition strategy and to integrate acquired businesses; competition and demand for services in the regulated waste and secure information destruction industry; political, economic and currency risks related to our foreign operations; impairments of goodwill, intangible or other long-lived assets; the variability in the demand for services we provide on a project or nonrecurring basis; exposure to environmental liabilities; fluctuations in the price we received for the sale of paper; the outcome of pending or future litigation; disruptions in or attacks on our information technology systems; compliance with existing and future legal and regulatory requirements; as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our most recently filed annual report on Form 10-K and subsequent 10-Q.

As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We make no commitment to disclose any subsequent revisions to forward-looking statements.

I will now turn it over to Stericycle's Chief Executive Officer, Charlie Alutto.

Thanks, Jennifer. Hello, everybody. Thank you for joining us on today's call. Overall, we were pleased with our second quarter performance. Highlights for the quarter included our Secure Information Destruction business once again delivered strong growth. Our Communication and Related Service business had another strong quarter primarily due to recall performance. And we signed an agreement for the divestiture of the majority of the patient transport business in the U.K.

Also, after the market closed yesterday, we filed an 8-K announcing that Stericycle amended various credit agreements with its lenders. These amendments are in connection with a preliminary agreement to settle the small quantity customer class action lawsuit. Under the proposed settlement, which is being finalized and remain subject to court approval, we will establish a common fund of $295 million. The fund will be used to pay all compensation to members of the settlement class and other costs of the settlement, including fees to the attorneys representing the class. The existing contracts with our customers will remain enforced. We will also establish new guidelines for future price increases and provide customers additional transparency. Stericycle is admitting no fault or wrongdoing. We decided to pursue a settlement in order to avoid the uncertainty and expense of continued litigation and to focus on our business.

Joining me on today's call to discuss these highlights and other items from the quarter will be Dan Ginnetti, CFO; and Brent Arnold, COO.

I'll now turn it over to Dan.

Thank you, Charlie. The results for the second quarter are as follows: Global revenues were $917.7 million, an increase of 2.9% from $891.6 million in Q2 2016. Organic growth, when adjusted for the impact of foreign exchange, acquisitions, divestitures and Manufacturing and Industrial Services, was 4.1%.

Domestic and Canada revenues were $737.7 million. Organic growth, when adjusted for the impact of foreign exchange and acquisitions, was 5.1%. As previously discussed and expected, growth rates were adversely impacted by Manufacturing and Industrial Services.

International revenues were $180.1 million. Organic revenue, when adjusted for foreign exchange, acquisitions and divestitures, declined 2.7%. As previously discussed and expected, international growth rates were adversely impacted by the exiting of certain patient transportation contracts and Manufacturing and Industrial Services.

Acquisitions contributed $8.6 million to growth in the quarter, and divestitures reduced revenues by $0.8 million. Gross profit was $381.8 million or 41.6% of revenues. Adjusted SG&A, excluding amortization, was $198.7 million or 21.6% of revenues. Adjusted income from operations, or EBITA, was $183.1 million or 20% of revenues.

Net interest expense was $23.7 million. The as-reported tax rate for the quarter was 33.8% or an adjusted rate of 37.1%. Net loss attributable to Stericycle was $148.8 million or a loss per share of $1.74 on an as-reported basis, primarily due to the impact of the proposed class action settlement. Adjusted earnings per share was $1.15.

Our -- now for the balance sheet. Our covenant debt-to-EBITDA ratio was 3.46 at the end of the quarter. The unused portion of the revolver was approximately $676 million. In the quarter, we repurchased 175,500 shares of mandatory preferred convertible on the open market in the amount of $12.6 million. At the end of the quarter, we have authorization to purchase an additional 2.8 million shares.

Year-to-date, cash from operations was $237.1 million. When adjusted for recall reimbursement and other items, cash from operations was $284.4 million. Year-to-date CapEx was $63.1 million or 3.5% of revenues. In the quarter, our CapEx was $30 million or 3.3% of revenues. Our DSO was 63 days.

I will now turn it over to Brent.

Thanks, Dan. This quarter, we closed 6 tuck-in acquisitions. The acquisitions include 4 in the U.S. and 2 International. These acquisitions contributed revenues for approximately $0.2 million in the quarter with projected annualized revenues of $3.5 million. Our worldwide acquisition pool remains robust with well over $100 million annualized revenues in multiple geographies and lines of business.

In the quarter, we saw strong sales and operational performance from the Secure Information Destruction team, another solid quarter from our Communication and Related Services team, and we signed an agreement to divest the majority of the patient transport business in the U.K.

Our Secure Information Destruction revenue was strong for both reoccurring and onetime purge services. This sales activity, combined with higher recycling revenue, generated organic growth of 9.7%. Sales performance once again was driven by the investments we've made in our sales team, the impact of our cross-selling initiatives and the team's ability to convert the unvended market. We are pleased with the progress the team has made in the past year. In addition, the integration of Shred-it and our subsequent tuck-in acquisitions remain on track.

Communication and Related Services delivered strong performance during the quarter. We maintained the momentum of the past 2 quarters while continuing to grow and diversify our customer base. Our investment in technology and infrastructure is driving consistent improvement in both service level and efficiency.

As previously discussed, Stericycle made the decision to exit our patient transport business in the U.K. At the end of the second quarter, we successfully completed an agreement to divest many of these contracts. We will continue to service the 2 remaining contracts which expire before year-end. Exiting this business in 2017 will allow the team to focus exclusively on growing our core services.

In closing, we would like to thank all of our worldwide team members for their continued commitment to our customers, our shareholders and our core values.

I will now turn it over to Charlie.

Thank you, Brent. I would now like to provide insight on our current guidance for 2017. Please keep in mind that these are forward-looking statements and our guidance does not include future acquisitions, divestitures, integration and acquisition-related expenses and other adjusted items.

For 2017, we believe EPS will be in the range of $4.55 to $4.69 using a share count of approximately 91 million. This includes the impact from foreign -- from current foreign exchange rates, acquisitions and divestitures. We believe revenues for 2017 will be in the range of $3.52 billion to $3.65 billion using current foreign exchange rates.

The worldwide revenue guidance for each of our service lines is: The Regulated Waste and Compliance Services will be in the range of $2.0 billion to $2.05 billion, which includes the impact of the divested patient transport business. Secure information destruction services will be in the range of $795 million to $825 million. Communication and Related Services will be in the range of $355 million to $385 million depending on recall revenues. Manufacturing and Industrial Services will be in the range of $365 million to $385 million.

We believe adjusted free cash flow in 2017 will be in the range of $450 million to $470 million. 2017 CapEx is anticipated to be between $125 million to $150 million. We expect the 2017 full year adjusted tax rate to be at or slightly below 36.5%.

We are pleased with the second quarter results, and we are confident in the long-term outlook for our business. Thank you for your time today. We will now answer any questions. Please keep in mind that we have many analysts who follow Stericycle. We ask that you limit yourself to a couple of questions. (Operator Instructions)

Ben, you can now open the Q&A line.

(Operator Instructions) Your first question comes from the line of Ryan Daniels with William Blair.

I guess, I'll follow up with one on the settlement. I'm not sure how much you can say. But can you talk a little bit more, number one, about the potential timing of the payment and how that might impact your capital deployment? And then number two, any more color on what the guidelines are for future price increases and what you mean by increased transparency that you'll provide to customers?

Sure. Let me take about the settlement amount paid and the timing. We don't have any definitive timing for the payment, and we must continue this process. So this has been a -- until it's preliminarily approved by the court, it's unlikely, though, Ryan, that this payment will be made during 2017. I'll let Dan touch on the capital allocation, and I'll come back to your transparency question.

Yes, Ryan. I think the way I would look at this is there's not a significant change, if any, at all for our capital allocation strategy. The amendments to our covenants allow the onetime add-back to the EBITDA portion. So for the time period that we do not make the payment, there will be no change to our EBITDA. When -- or debt to EBITDA. In the future, when we do make a cash payment, we do expect that, that will be an impact in the range of about 25 to 30 basis points. We have room currently with that EBITDA add-back under our revolver or under our debt-to-EBITDA covenant. And so I think that we can continue our capital allocation strategy as we've had it. We'll certainly continue to work on debt reduction. That's an important part of what we have been doing, and we'll continue to do in the future.

Yes. And then back to your question, Ryan, on transparency. I think you touched on the exact requirements of the settlement have not been finalized yet or approved by the court. However, I think it's important to note that at Stericycle, we are committed to service agreements that contain fixed annual price adjustments, which we've been implementing over the past several years now.

Okay. So no major change there. And then I guess, the other follow-up question I would have is, what's your opinion of the potential for the settlement to accelerate some of the pricing pressure you've seen and kind of eliminate this on a more rapid basis as either the media grabs a hold of this or as the plaintiff's attorneys reach out to the class and inform them about that settlement opportunity?

Yes. I think first, obviously, this lawsuit was publicized for several years. And during that time, we have been successfully working with our customers to maintain their business. We may see higher retention call volume with this settlement. We certainly may see it when the class participants are contacted. We'll continue to monitor it very closely. If we think there's any change to our forecasted growth rate, we'll certainly let you guys know on future calls.

Your next question comes from Sean Dodge with Jefferies.

Maybe starting with regulated waste revenue. It was up sequentially, but you were down on a year-over-year basis. I know you were lapping a pretty tough comp. Is there anything else you can add there to help us understand why organically that was down?

Yes. If you look back at our original guidance, Sean, we originally had forecasted that for the year, it was going to be down to flat in the ranges that we gave at the beginning of the year. If you look at the current range that we have estimated for the year, total growth will be somewhere between a negative 3% and flat. So it wasn't unexpected given the price pressures that we have. And if you take out the PTS, or patient transport business, from the guidance that we provided and the exiting of certain contracts, we were slightly ahead on a growth perspective, about 0.5 percentage point.

Okay. That's helpful. I think at this point, all of the incremental investments you all talked about in marketing, in data analytics and sales headcount have been made. Is there any encouraging early signs you're seeing of those beginning to get traction? And maybe how soon should we expect to see traction there?

Sean, this is Brent. You're all too familiar with the investments we've made. I would say, so far, we're pleased. It's still early innings, but we are seeing return on investment on those investments. I would highlight that as we are faced with this competitive pressure, one of the things we are using is to use predictive analytics to make sure that if customers are at risk, we're offering them specific offers targeted and making sure they stay with us. So I would say that's one of the many uses. Others are targeting customers that we think are likely to buy additional services. And so overall, I'd say we're pleased with how it started. We see a return on investment, and again, it's still early days.

Any -- Ben, are you there? Any questions?

Your next question comes from David Manthey with Baird.

Could you talk about alternative dispute resolution? What might that look like? Did that include contract cancellation or modification? And then in terms of the guidelines for future price increases, is that going to be tied to something external like CPI or some other measure?

Well, we've been transitioning over the last several years, David, to fixed annual price increases in our contract. And currently, our annual price increases on the SQ side nets us CPI plus. So we do a little bit better than CPI. We don't think that will change with this settlement. I think it's too early to comment on alternative dispute language. I mean, obviously, we have a preliminary settlement that's to be determined. We'll work that out when we go over the definitive agreement. But part of the preliminary settlement was that our contracts will remain enforced.

Right. But it sounded like there was some option that customers could take an alternate resolution. And I'm just trying to get a handle on, could that mean they could go back to the bargaining table in terms of what they're paying or cancel the contract without penalty, et cetera?

I think that happens today when we have our existing contracts. Customers do call us or in the middle of the contracts and we do renegotiate those contracts with them, and we do show flexibility. So I don't think that will change how we approach customers that have current contracts with us.

Okay. And then just quickly on a couple add-backs here. Contract exit cost, that's running about $5 million per quarter for the last 1.5 years. I'm trying to understand what that is. And then second, acquisition and integration. I guess, it was $23.7 million this quarter. Is there a point at which that starts to diminish, now that we're about 2 years out from Shred-it?

Yes. So the first one, on contract exit costs. As you know, we've been exiting contracts throughout really the course of almost a year in the patient transport business. And in fact, we've gone to a point now where we've been able to divest the majority of that business. We have 2 remaining contracts that we are now -- remain with-- that we will run out throughout the course of the year. So I think that you're going to see that contract exit cost normalize after this. And then regarding acquisition and integration, I think if you were to compare it to last year, you have seen a decrease. It can be, from time to time, bumpy. So Q1 was down a little bit. I think if you average the 2, Q1 and Q2, you'd see a normalization there. And yes, it is certainly our plan as we've gone through a very complex integration of 2 material acquisitions, that, I think, by the end of the year, our plan is to get that down to a level that supports the level of acquisitions that we continue to do.

Your next question is from Michael Hoffman with Stifel.

So where am I? On the price side, on the SQ price issue, you framed it as $120 million, $40 million this year. I presume that there's no change in that outlook, that it's still $120 million in scope and $40 million this year.

Yes. Michael, our long -- yes, our long-term scope in that was $120 million to $130 million. We don't think there's any change to that. We did see it increase slightly. Remember, Q1 pricing came in as expected. We did see a little higher pricing pressure in Q2. We think that may continue for the remainder of Q3 and Q4. So we might feel slightly ahead of the $40 million number that we gave out. It might go to a mid-$40 million for this year. But the important thing is we think the number -- the $120 million to $130 million number still stands.

Okay. So on the speed question. A different version of that is, would you accelerate it now that once you got the courts -- and there's sort of a part B on the court. How -- when does the court rule for you? But would you choose to accelerate the process now that you've cleared the deck on the lawsuit?

Yes. I think on the timing question on the court, I mean, that's really subject to the court's time. So I cannot even speculate on when will the court preliminary -- preliminarily approve the deal that we have with the plaintiff's attorneys. So that's to be determined. I think your follow-up question is you want, do we accelerate it a little bit? I think that comes down to we're still learning about data analytics and predictive analytics, and I don't think that will help us try to frame that up. Where it makes sense to do that, we may. If we think that, that either lowers the timing of this pricing issue or brings the number down, I think that's still to be determined though.

Okay. And then do the M&A trends -- M&A -- not M&A, sorry -- M&I trends turn positive given the secular environment? I know you had a tough comp in 2Q. But does the secular environment, which is improving and the M&I trends improve, go positive in the second half?

Yes. If you look at our -- we did bring down the M&I forecast slightly for the remainder -- for the rest of the year. The estimate, I think it was $10 million on both the low and the high end. Q2, we did have a rebound, as you can see on the revenue table. Probably a little bit lower than we had anticipated. As we've said before, the pipelines are definitely more robust this year than they were last year. But on those projects, it's a matter of timing. I do think we'd get to a positive growth in that business, all flat to positive, by the end of the year. I do believe that.

All right. Last question for me. So you've had 4 quarters in a row where you've predicted the next quarter's earnings. Do you want to go for a fifth?

I'll let Dan do that. Yes, Dan is on a roll. So we'll let Dan answer that one from a Q3 perspective.

Yes. No pressure there, Michael. Yes. Let me take you through the changes to the EPS that we have. So last quarter, our annual guidance was $4.55 to $4.75. We've seen a -- we kind of hit an inflection point on FX to where FX has delivered some favorability of about $0.01 in our guidance. But that's offset by about $0.01 offset due to the divestiture of the patient transport business. Those 2 additional contracts that will run until they terminate kind of offset that. Beyond that, I think what you're going to see in the guidance here is in the first half of the year, outside of the impact of interest and repos, the EPS associated with operations has been at about the midpoint of our guidance. And halfway through the year, it's clear that we will not be at the top end of our guidance. So we chose to bring the top end down about $0.06 to align with that. What you saw is that we held the bottom end due to the certainty of how customer base will respond in the second half of the year to the news of this settlement. So we thought that was a prudent exercise in our guidance. Going into Q3, I think the comfortable range that I would put us in is the range of about $1.13 to $1.19 with a full year 2017 EPS guidance of $4.55 to $4.69.

Your next question is from Jon Windham with Barclays.

Maybe just to build a little bit on the question that was previously asked, about the $120 million headwind. You're about 1/3 of the way through that on the sort of pipeline you had set out before. Can you talk a little bit about how confident you are in that number? Not so much on the future timing of just where you are to date against where you thought you would have been, say, a year ago.

Yes. Jon, I'll take that one. This is Charlie. You're right. I think at the end of this year, we'll be about 1/3 through it. We had $20 million last year, a little bit over $40 million this year. So that gets us about 1/3 through. I think we've always said that we are more confident in the total number, the $120 million to $130 million. It does fluctuate. We did see that in Q1 and Q2. It does fluctuate. It fluctuates by month. It fluctuates by quarter. But I think halfway through 2017, we still feel good about the original number that we've put out there at the Investor Day of the $120 million to $130 million.

Yes. I think that where we stood at the quarter, we're really only about a couple million off of what we had anticipated in the quarter. So we're still pretty close on guidance. And really, when you look at why we moved it out, it's just to assume that level through the balance of the year. So we feel pretty good so far in the cadence. But again, as we've said, predicting cadence post a settlement is something we wanted to just be cautious about.

Your next question comes from the line of Gary Bisbee with RBC Capital Markets.

I'd like to follow up on that. What causes that month-to-month fluctuation? I mean, is this determined by, when the client comes back to you, how much they're asking based on what the competition's offering? Or I guess, I'm trying to understand what's causing that to move around.

Sure, Gary. I'll take that. Thanks for the question. I think when you think about our SQ business, we have hundreds of thousands of contracts. So we have other things going on. Everybody's focused, I think, on this call on the pricing lawsuit. But let's take a step back. There are a lot of things going on in the market. You've got consolidation. A hospital is buying smaller doctor practices based on time to control, 100 to 200 accounts in one shot. So if they go out to bid or several of those go out to bid at one time depending on how competitive we get on those contracts, that can sway. You have managed care costs and what's going on in health care where accounts, again separate from this lawsuit, are looking to save money on a very -- services that they get for their office. So I think that -- it's not just looking at the contract termination. It's just looking at the inflow that we get on a month-to-month basis. And it varies. Sometimes it's lower. And at the end of the year around the holidays, it takes up a lot of time. Sometimes it gets slower in July and August since doctors are on vacation or office managers are on vacation. So there's a lot of variables that go into the amount of calls that we get and the renegotiation of the contract.

Okay, great. And then I wondered -- can you provide some color on the communications business? You said a lot of the upside here was recalls. That business had been in the 5-year downtrend. And all of the sudden, in the last 18 months, you've had a number of extremely strong quarters. Is there a change in your capabilities or a change in your competitiveness that's driven this? Or is it just, as you've always talked about it, being a variable demand business and you've had a couple of nice wins that have really delivered the results lately?

Yes. I think the only good thing about a change in some of the services that we offer, which has been positive. Yes. Kudos to the team, and they have delivered another strong quarter. You're right. Last 18 months, trends had been very positive. It is still -- I want to caution everybody. It still continues to be an uneven business. It's difficult to forecast. We did, however, have a very strong Q2. It was driven by several large recall events. And I think the thing I want to call out is we are experiencing recall activity across all the industries that we service. Again, for those that are new to Stericycle, we do recalls for the pharmaceutical industry, the medical device industry, consumer products, food and beverage. And about a couple years ago, we added the automotive recall to our services that we can provide. And I will tell you that auto recalls did accelerate or our activity did accelerate in Q2. That was part of one of the large events that we did have. And we do offer a very unique service. It's not just call center, it's notification and response. And we've got a unique service offering to automotive manufacturers that help increase their response rates for the recall notices that they're sending out. So again, the team has done a really good job of reinventing and going after new types of recalls, and it's definitely been paying dividends for us over the last 18 months.

And then just one last one. Could you provide some commentary like you did last quarter of the Shred-it strong growth? How much of that was paper prices versus the volumes you're driving? And with paper having recently pulled back a bit, is -- did that have much impact on how you're thinking about the guidance for the remainder of the year?

Gary, this is Brent. I'll take that one. Overall, we are really pleased with our growth in Q2. When you break down the 9.7%, about 3.6% of that was contributed by paper. The remaining 6.1% was really driven by strong performance in the team, both our sales executives converting the unvend market as well as our efforts of our inside sales team getting new purge or onetime services. So overall, a very strong performance by the team. With regard to paper, I'll turn it over to Dan.

Yes. From a guidance perspective, as you know, we came out of the year a little bit hot. We were -- we've studied that trend, and we've kind of monitored how it is. We looked at the historical on it. And I think what we felt is that early victory didn't want to raise guidance because we saw the likelihood of it coming back with the 10-year average, which you're seeing what's happening. So I think what we anticipate in the back half of the year is that it moves within the guidance range that we gave you. We shared paper gains between $1 -- or $147 to $167. It's now come into the range. And I think within the full year, the total number will be within our guidance range. So no change.

Your next question is from Barbara Noverini with Morningstar.

So with organic revenue growth down year-over-year in regulated medical waste, I just wanted to ask about StrongPak because I know that's been a good grower for you, guys, recently. And just commentary over the quarter from some of your peers in hazardous, some of them are pretty excited about the opportunities in either retail hazardous waste or pharmaceutical recalls or whatnot. So I'm just curious if you continue to see strong trends in StrongPak in the quarter.

Yes. The team retail number, which does flow into our Regulated Waste and Compliance Service lines, did have a strong retail quarter. We still grow that business in the high single digits. So we've seen again continued adoption of our service. We continue to see, adding on now those mid-tier retailers. I think we're really in a good position. We got a unique pharmaceutical take-back program that we've been adding to retailers. Obviously, the medical waste is also a service because many of these retailers have minute clinics now where they give flu vaccination. So we continue to see strong growth in that sector.

Okay, great. And just one other quick one. On Shred-it. So there had been some talks that China has been cracking down on exports that they take into the country. And I know with the type of paper that you guys collect, it's pretty high-quality, good sort of office paper. Just curious if you're kind of thinking about that at all, if that will impact your business at all? And secondly, could you kind of break out how much of your recycled paper goes to domestic mills versus goes overseas?

Barbara, I'll take that one. So far, again, as you've seen with the pricing trends, we've continued to be able to find multiple sources for our paper, whether that is in North America, Mexico, China, basically all markets. Our recycled paper actually goes to multiple different places all across the globe. Really, what drives it is away-from-home tissue products; so tissue paper, all the types of things, Kleenex that you would have in hotels. So really, we don't see a decline in that demand. If anything, I think the combination of that demand holding steady and our demands continuing to hold steady, I think prices will -- we're optimistic that those stay in that $150 range for the foreseeable future.

Your next question is from Scott Schneeberger with Oppenheimer.

Just following up on recalls. Are we to take away that, that was the entirety of the upside and the guidance increase for the year in the Communication and Related Services segment? And just curious, is there momentum? Was it -- that $10 million increase in the revenue, was that all from what had occurred in first half? Or is there still some momentum coming in the second half on recall?

Yes. Thanks for your question. As Charlie answered earlier, this is a hard-to-predict business. We're dependent on recalls for that portion of our business. The guidance that we gave was really the overachieved that we've seen the first part of the year. Because it's hard to predict and because these events have been largely consolidated within the quarters, we felt necessary to assume in the back half of the year the normal level of recall events that we would see. So there's really not much upside. What we brought in the upside is just the overachieved year-to-date.

And then international, the organic growth, down a little bit in this most recent quarter. Was that related to patient transportation? Or is that something separate? Or a little bit of both?

Scott, it's Charlie. Yes. The growth rate for the quarter was negative 2.1% -- I'm sorry, negative 2.7%, but you called it. It was negatively impacted by the patient transport contract days and the manufacturing and industrial business. If you actually take those out, international growth would have come in at around 3% of what we expected.

So just -- and following on that, Charlie. How is -- how are things in Latin America? Just -- that had been a sore spot in past quarters. Could you just give us an update on trends you're seeing there?

Yes. We definitely saw some pricing pressure in Q1. I would tell you, Q2 came in as expected for Latin America.

Your next question comes from Hamzah Mazari from Macquarie Capital.

The first question is just on medical waste pricing. You reiterated the $120 million to $130 million figure. Clearly, it could vary annually. But just give us a sense, where could you be wrong? Where could that number be $150 million, $200 million? Is it more hospital consolidation? It's not in the ninth inning, and it's in the second inning? Or is there a structural change in the market? Are these guys going to mom-and-pops? Or -- just help investors think about that.

Sure. I think -- good question, Hamzah. I think if you think about where could we be wrong in the $120 million to $130 million, I mean, certainly, there could be changes in the health care market where health care continues to try to drive price down, and they always have done that. Certainly, we've dealt with a difficult health care market for as long as I can remember of being in the health care waste business. But certainly, market conditions could worsen or hospitals can consolidate further. I mean, that could be certainly a trend that we'll keep an eye on. I think it's hard to predict. I mean, we just announced a settlement -- a preliminary settlement for the class action suit. What is the reaction to that? When our customers get notices down the road when the court finally has a preliminary approval on the settlement, certainly, that could drive things where it could accelerate or make the $120 million or $130 million number be larger. But obviously, we're not just sitting here and not doing anything. We've invested in data analytics. We've invested in additional sales resources. So certainly, we're trying to take actions necessary to make sure that we either come in on that to that number or do a little bit better than that number.

Very helpful. And then maybe longer term, where are you guys in terms of ERP integration and potential SG&A savings? Is that something that you communicate to the Street? I know you have your hands full right now with the settlement and many other things. But is that something that's on the back burner? Or is that something more of an '18 event? Just any color, any update there will be great.

Yes. Thanks, Hamzah. Certainly, none on the back burner. No matter how full our hands are, it's an important part. As we previously discussed, we're right now on a design and evaluation phase of our need to an ERP system. This will likely take us through the balance of the year to fully and adequately analyze what single system would fit Stericycle's environment. We'll keep you updated as we have on the initiative as it progresses. And we just had to really have a decision by the end of the year. So it certainly is an '18 and beyond event. It's a big decision, and we're thoroughly reviewing it, and we'll communicate as we progress. But it is a forefront in our minds.

We're going to do something, Hamzah. And I think, as Dan said, it's definitely -- it could be an '18 event. But whatever we do, it's going to be a multiyear journey as we look to a single ERP system across all of our businesses and geographies.

Got you. Actually, just last clarification question. I'll turn it over. Is the $0.06 guidance card on the high end, is that divestiture? Or maybe you mentioned this, but I may have missed it.

Yes. It's a couple of things, Hamzah. One of the things Charlie said is while we have a nice rebound Q1 to Q2 in the M&I business, we didn't rebound as far as we had hoped. And so we took down guidance a little bit in that area. Second thing is, as we talked about, the cadence at which we're experiencing price concessions in the SQ market, a little bit higher by a couple of million dollars than what we anticipated in Q2. And we estimate that level will continue through the balance of the year. So those are the 2 things for bringing it down.

Your next question is from Kevin Steinke with Barrington Research.

So that 2.7% decline internationally on an organic basis, what do you think that looks like in the second half now that you're divesting a good portion of that patient transport business?

Yes. We'll still have a -- Kevin, this is Charlie. We'll still have a comp issue a little bit on the patient transport, and M&I is still coming in slightly lower. So I think if you remove the noise of patient transport and M&I, we think that our Q3 and Q4 will be at around 2% growth for the remainder of the year internationally.

Okay, okay. That's helpful. Just -- can you talk about the composition of the 6 acquisitions you did in the quarter? And were there any secure information? And where did those fall, if there were?

Yes. Of that 6 acquisitions, 4 of them were in the United States. So 2 regulated waste -- regulated medical waste acquisitions and 2 secure information destruction. And then we did 2 internationally, and both of those were regulated medical waste.

Okay. And I assume that pipeline of Secure Information Destruction acquisitions, is that still good? Something you're working on pretty aggressively?

Very good. Pipeline for the -- for Secure Information Destruction remains very robust.

Okay. Just lastly. Can you give us a quick update on the conversion of Shred-it customers to off-site shredding from on-site? What are the percentages if you've completed that flip that you would hope to achieve?

Sure, Kevin. I'll take that one. This is Brent. As you know, we started off in '15 at 58% on-site. I'm happy to report that through Q2 of '17, and this is now worldwide, we are at 43%. So we're almost all the way through the project to going from 60% on-site and flipping that to 40%. And the team has done a great job of doing that but also making sure that we're handling that in a way that our customers are happy.

Your next question comes from the line of Larry Keusch with Raymond James.

Maybe for Dan. So I think you reiterated the guidance for a gross margin of 43% to 44%, and I think you did 41.5% in the first half. So just -- could you help us think about how you walk up towards that guidance range for the full year?

Yes. So I think that you're really asking for 2 things here. One is how do we do according to guidance, and really, how we -- or will there be a change in guidance going forward. So really, compared to the guidance that we gave last quarter, which was a 42.5% or approximately in that range, we saw, as we spoke, slightly more SQ pricing. But we also saw some strength and growth in our LQ market, which does come a little up in our average. And that, combined, would be about 20 points difference -- 20 basis points difference from our guidance. While we saw very good growth in M&I, it was a little less than what we anticipated. And that was about 20 basis points off as well. Our international revenue is partly due to the -- a deferred revenue adjustment that we did was another 20 basis points. And then we gave you some aggressive growth quarter-over-quarter. And while I think we did a good job of growing that, we achieved about 35 basis points. That was about 30 less than what we had guided to, partly due to some higher costs in the business. So we came in at a 41.6%. What I would point to, though, is our company is about some puts and takes and where we focus our energy. If you take that story through to the EBITA, we guided to a 20, and we achieved the 20. So operationally, we're very pleased to all site. With all the groups coming together, we achieved our target there. I think going forward, I would put you at an EBITA for next quarter at about 20.2 moving to about 20.5 or slightly there under for the year. If you want to go down to the gross margin level, I think Q3 roughly is in the range of about a 42.2% moving up to about a 42.5%. And then for SG&A at about 22% even for both Q3 and full year.

Okay. That was really helpful. And the 42.5% on the gross margin, was that for the fourth quarter or for the year?

The 42.5% is for the full year.

Okay. Perfect. And then just on the Secure Document Destruction business -- information destruction business. The growth has really been impressive over the last couple of quarters, and I recognized what's been driving that. But as we look forward, is that sort of high single-digit rate of growth, something that you guys are comfortable that this business can sustain?

Larry, I'll take that. This is Brent. As you've heard us say before, our goal is, net of paper, to grow organically this segment by 3% to 5%. So we're very pleased with how the team performed in Q2. I'll remind you, though, in Q1, we were at 4%, so right in the middle of the range. So I think what you're seeing here is a combination of a couple of things, both really strong performance by the team. But also when you look back and you think about what we were going through this time last year, Q2 last year was when we announced all of our changes, we announced the reorg, we implemented a bunch of the changes that we had been planning and piloting. So we may be getting a small benefit from a comp of last year as well. So again, pleased with the number but prudent for us to stick with the 3% to 5% guidance.

Okay. That's great. And then last one for me. Just any update on thoughts around both the Shred-it and outlook for the Stericycle synergies associated with the deal?

Yes. We continue to be right on track with those. So we're really starting to see the benefits of the standard work that we've implemented across all of our network, the investments we have made in customer service and inside sales. Based on the good performance of the team, we remain on track to achieve the remaining $20 million in 2017.

Your next question is from Jeff Silber with BMO Capital Markets.

I just wanted to go back to the proposed lawsuit settlement. What are the milestones that we need to reach before that settlement is finalized? And what will you be disclosing along that path?

Well, I think -- basically, we take it through the 2 next milestones. I mean, certainly, we need to finalize the settlement and come to a definitive agreement. And then the court needs to hear that and then rule on a preliminary approval. And at that stage, it would then go -- the court would address an administrator that would reach out to the customers that are included -- customers and noncustomers that would be included in the class. Really, I don't want to give any time line because we're really at the mercy of the court and their schedule. But those are the next several milestones. And obviously, as we get further down the road and things become approved by the court, then certainly, well, there would be more information available.

And in terms of those 2 milestones, will you be disclosing them when you reach them?

Yes. I think a definitive agreement will be something that we will disclose on an 8-K. And then the court approval, I think, would be in a public domain as well. So the answers to those questions would be yes.

Okay, great. And then just a couple of modeling questions. What should we be modeling for interest expense for 2017? And then also, on the FX line, does it make sense that, that will be turning positive or at least less negative given the way the dollar has been trading in recent weeks?

Yes. For interest expense, using approximately $100 million is the right number. From FX, as I mentioned earlier, it's an interesting period of time. Certainly, when you're looking backwards, we often say we saw some headwinds in our year-over-year comparison. However, we saw very small favorability Q1 to Q2, but we gave you $11 million on the revenue line going forward based on current rates. So what we don't do is predict foreign exchange. We give you guidance based off of last known rate. So we'll continue to model that -- moderate that and adjust our numbers accordingly going forward.

I must have missed that disclosure. I apologize.

Your next question comes from Joe Kaufman from Goldman Sachs.

Dan, could you potentially isolate the impact from the comps be it relative to the guidance you provided on the first quarter call? Back of the envelope, just assuming the midpoint of the previously guided range for comps, I'm getting something like $0.07 to $0.10 depending on your assumption for the margin contribution of that business. I'm just not sure what the pacing assumed in your guidance was the last time you provided it.

Yes. I think we raised guidance by about $12 million due to outpacing. I think the favorability at least to our guidance was -- it's within the number. I think what you saw is on our EPA -- EPS guidance going forward built into that. There's about $0.04 favorability to our EPS guidance from -- directly from the ComSol and Related Services business.

Great. That's very helpful. And then as a follow-up. Appreciate you're no longer breaking out SQ and LQ. But I think your shareholders are really trying to get to the bottom of what core medical waste in the U.S. is growing ex retail has organically. So just -- could you potentially give a little bit of color on price and volume specifically in core medical waste?

Sure. I think if you look at that business, you've got our SQ business. Obviously, we talk a lot about pricing pressure and the related $40-plus million that we see for that business. But we do have an LQ business that is growing. And I think we spoke about this a couple of calls ago or probably weren't our best growth years in 2016. It continues to grow well. It's all about additional services. So when we think about core medical waste, you can't just look at regulated medical waste. It's sharps. It's pharmaceutical waste coming out of hospitals. So I think you got puts and takes on the pricing side, and that's offset by some other additional services, which, I recall, directly related to med waste. I think Brent can add a little more color on some of those things as well.

Yes. Joe, in the quarter, we had great results with regard to continuing to grow our sharps business, had some real nice closes there. We continue to see strong demand for our pharmaceutical waste compliance program in hospitals. And then as we've talked about during Investor Day, we're really excited about our controlled substance, Rx waste programs. A lot of customers are interested in that. Real value to the community as that takes opioids out of circulation. So we're not only making sure they don't get in the water stream, but we're ensuring that they do not get in the wrong hands. So all of those solutions are growing nicely. And as Charlie said, those are some of the ways that we're offsetting some of the competitive pressures in SQ.

And then just the last one for me. Any update to the progress of the LiveAnswer launch? And then just maybe help us understand if there are incremental investments that still need to be made, whether it's in channel or in a software on that platform.

No. I think the team continues to do well. What you're referring to is something we talked about in the Investor Day, the acquisition of the company called LiveAnswer. We certainly are now on LiveAnswer. We are putting new customers on LiveAnswer. We've been doing that since the beginning of the year. We started to migrate former ComSol -- our ComSol customers that were on former platforms on to the LiveAnswer platform as well. So, so far, we're on track with respect to that conversion. I think more importantly though, we really are starting to leverage our communication solution agents that normally didn't get involved in recall events. But we now have the ability to, through other technology, utilize those agents who were not bringing as many temp employees when we get a large recall event that has a call center notification component to it. So I would tell you that the LiveAnswer launch and conversion remains on track.

Just as a follow-up. Would it be fair to say that the incremental margins on recall now should and theoretically be higher than they had been in the past?

For those services that have a call center component, where we are able to leverage those ComSol events. So I don't want to paint the picture that every recall event is call center. Sometimes it's data management. Other times, it's actually going out and retrieving items from the marketplace. It could be disposing of materials, and obviously, we're not leveraging. But when we can leverage our call center operators, yes, we get a higher profitability for that work.

Your next question comes from Jason Rodgers with Great Lakes Review.

Just a follow-up on the SQ side of things for core medical waste. I don't know if you could provide any data as far as the retention rate of the SQ medical waste customers that have not been consolidated, just looking over the last few quarters.

Yes. I think from a revenue retention rate, our SQ med waste business is in low-90s. So I think that's what you're looking for. That's the data point that we have. I think that's all SQ. I don't have a breakdown of who has not been consolidated. We've talked about our SQ business -- about 20% of our SQ business. I think what you're talking about, Jason, is the consolidation of large health care buying smaller practices. Certainly, about 20% of our SQ business has -- it's either affiliated or owned by a large quantity. That leaves about 80% of SQ customers. But of that number, about 25% to 30% are national accounts. We look -- at revenue retention for SQ, we're looking at the total business. I don't have the breakout for those that are not consolidated.

And as you talk about SQ medical waste, as you define it, what percent of total corporate revenue would be considered SQ medical waste internally?

Yes. I think going into the year before the pricing pressure, U.S. SQ medical waste was roughly between $700 million and $750 million total. And again, that includes national accounts. That includes hospital affiliate or a hospital owned and then general SQ, which includes a variety of different health care and non-health care customers.

You said that was going into the year?

Yes. And obviously, we've got pricing pressure. So specifically, obviously, $40 million of pricing pressure in that $700 million to $750 million.

Your final question comes from Michael Hoffman with Stifel again.

In the past, you've given us recall and returns actual sales for the -- so what was that and then -- in the quarter?

Yes. As you know, Michael, we've moved away from the recall because again, the consolidation of everything between communication solutions and recall. We did guide, though -- you're right, we did talk about -- I think beginning of the year, we said RMS global was roughly $125 million to $150 million. We're obviously outperforming that. I'd say the new guidance for the year includes a global number of $135 million to $160 million. And then to answer your question specifically, we're probably on the high end of that range for the quarter. So $40 million to $45 million for the quarter.

Okay. And then, Brent, on your cross-selling into the RMW business, sharps, pharma, Rx waste, they have been trending sort of mid- or high single digits. Is that still the case?

Yes. I would say overall, I would say take that down a little bit. So I would say 3% to 5% range is more where we're seeing our hospital cross-selling and incremental services.

Okay. And then on document destruction. Of the 6.1%, how much of that is recurring versus purged on the ex paper? It's 9.6% organic; ex paper, 6.1%?

Yes. Mike, we don't break that out. I would tell you though, the majority of that is our reoccurring auto business.

The ones that we can break out for you, though, are organic, Michael, which may be helpful. Of the organic growth, about 25% is price, and 75% is volume/new sales. But the volume/new sales, to Brent's point, is a combination of automatic service and purge or onetime. But again, a majority -- you know a majority of that is reoccurring.

Okay. I mean, that's a powerful part of the statement. It's reoccurring.

Yes. Yes.

There are no more questions in queue. Do you have any closing remarks?

I do, Ben. Thank you so much. I want to thank everybody for joining us on today's call. I will look forward to seeing you on the road in the coming weeks and months ahead. Have a great evening, and enjoy the rest of the summer. Thanks, guys. Have a great night.

This concludes today's conference, and we thank you for your participation. You may now disconnect.