Julie Winter - Director-Investor Relations & Head-Media Relations Michael J. Tokich - Chief Financial Officer, Treasurer & Senior VP Walter M. Rosebrough - President, Chief Executive Officer & Director.

Lawrence S. Keusch - Raymond James & Associates, Inc. David L. Turkaly - JMP Securities LLC Matt Mishan - KeyBanc Capital Markets, Inc. Erin E. Wilson - Bank of America Merrill Lynch Chris Cooley - Stephens, Inc. Jason A. Rodgers - Great Lakes Review Mitra Ramgopal - Sidoti & Co. LLC.

Welcome to the STERIS fiscal 2016 second quarter conference call. All lines will remain in listen-only until the question-and-answer session. At that time instructions will be given should you wish to participate. At the request of STERIS, today's call will be recorded for instant replay.

I'd now like to introduce today's host, Julie Winter, Director of Investor Relations. Ma'am, you may begin..

Thank you, Olivia. Good morning, everyone. I have a few words of caution before we open for comments from management. This webcast contains time-sensitive information that is accurate only as of today. Any redistribution, retransmission or rebroadcast of this call without the expressed written consent of STERIS Corporation is strictly prohibited.

Some of the statements made during this review are or may be considered forward-looking statements. Our 10-K for fiscal 2015 and subsequent filings identify certain risk factors that could cause the company's actual results to differ materially from those projected in any forward-looking statements made today.

The company does not undertake to update or revise any forward-looking statements as a result of new information or future events or developments. Our SEC filings, including the 10-K, are available through the company and on our website. During the review.

We will refer to non-GAAP financial measures to provide information pertinent to the underlying performance of our operations. These non-GAAP financial measures should not be considered separately from or as an alternative for, and should be read together with GAAP results.

Tables reconciling these measures to the most comparable GAAP measures are available in the schedules accompanying the press release and on the Investor Relations section of our website.

One last reminder before we get started, because of our pending offer for Synergy, STERIS is bound by the UK Takeover Code, which places restrictions on what may be said by STERIS in this call. In particular, only information and opinions which are already in the public domain may be discussed. With those cautions, I will hand the call over to Mike..

Thank you, Julie, and good morning everyone. It is my pleasure again to be with you this morning to review our second quarter financial results. Following my remarks, Walt will provide his commentary on our performance. We are pleased to report another strong quarter. Total company constant currency revenue grew 8% in the second quarter.

The components of revenue growth include an 8% increase in volume, plus a 2% contribution from acquisitions, offset by a 2% decline from foreign currency. Gross margin as a percent of revenue for the quarter increased 80 basis points to 42.7%.

Gross margin was positively impacted by favorable foreign currency exchange rates, lower material costs, and improved productivity. EBIT margin increased 140 basis points to 16.3% of revenue. The increase in EBIT margin is due to the gross margin improvement I just mentioned, somewhat offset by increased spending in research and development.

The increase in research and development spending is primarily related to the development of procedural products and accessories. The effective tax rate in the quarter was 31.4% compared to 36.7% in the second quarter of last year.

Through the first half, we have had favorable discrete item adjustments, primarily related to the acquisition of Synergy Health, which we have not forecasted to continue in the second half of the year. Our full year adjusted tax rate is still expected to be about 35%. Net income increased 24% to $50.1 million or $0.83 per diluted share.

Moving on to our segment results, Healthcare revenue grew 3% in the quarter. Contributing to that growth, Healthcare Service revenue grew 4%, Consumable revenue increased 2% and Capital Equipment revenue increased 3%.

Across the entire Healthcare business, we continue to see solid growth in the United States, offset by weakness in the rest of the world. Healthcare backlog at the end of the quarter was $136 million, an increase of 16% compared to the prior year.

Healthcare operation margins were 12.6% of revenue in the quarter, a decrease of 30 basis points year-over-year. The positive impacts of increased volumes and favorable foreign currency exchange rates were more than offset by higher R&D spending and higher SG&A expenses incurred in part due to the acquired businesses.

Life Sciences revenue grew 20% in the second quarter. Supporting that growth, consumable revenue grew 32%, partly due to the acquisition of GEPCO and partly due to the organic growth in consumable revenue. We also experienced a 25% increase in capital equipment revenue and a 3% increase in service revenue during the quarter.

Life Sciences overall second quarter organic revenue grew 11%. Backlog in Life Sciences ended the quarter at $47.3 million, an increase of 3% compared to the prior year. Life Sciences second quarter operating margin increased to 29.4% of revenue.

This increase is due to higher revenue mix of consumables due to the addition of GEPCO, the increase in volume and the impact from favorable foreign currency exchange rates. Isomedix had another good quarter with 8% revenue growth driven by demand from our core medical device customers.

Isomedix operating margin was 31.3% of revenue, an increase of 330 basis points as compared to the prior year, due primarily to the increase in volume on a fixed cost base. In terms of the balance sheet, we ended the quarter with $162.2 million of cash and $829.8 million in long-term debt.

With the anticipated Synergy Health combination closing on Monday, our total debt will increase to just over $1.6 billion with an average interest rate on that debt of approximately 3%. Our debt-to-EBITDA ratio as defined by our financing agreements is expected to be about 2.9 times immediately following the close.

The funds needed to close the deal will be provided by our bank credit agreement and will consist of a $400 million term loan, with the remaining coming from our expanded revolving credit facility. While we still will have some dry powder remaining, as we have discussed in the past, one of our goals over the coming quarters will be to pay down debt.

Our DSO was at 58 days at quarter end, an improvement of two days as compared with last year. Our free cash flow for the first half was $39.6 million, a decrease of $69.2 million last year. The decline is primarily due to a decrease in operating cash flows.

Cash from operations for the first half was $79.5 million, a decline of $104.9 million last year, primarily due to an increase in our previous year's annual compensation program payout, expenses related to the Synergy Health transaction and a pension contribution made in connection with the settlement of our only remaining legacy pension obligation.

Capital spending was $16.4 million in the quarter, while depreciation and amortization was $23.7 million. With that, I will now turn the call over to Walt for his remarks.

Walt?.

Thank you, Michael, and good morning to all of you. I have a little bit of a cold, so hopefully you will be able to hear me well. We are pleased with our performance in the first half of fiscal 2016 with organic constant currency growth of 5%. Much like our peers, we are seeing mixed performance globally.

In particular, we continue to see challenging market dynamics in portions of Europe, Asia-Pacific and Latin America. These challenges, however, are more than offset by double-digit growth within the U.S. during the first half of fiscal 2016. From our perspective, we continue to believe that the U.S.

market remain stable for our products and service offerings. Our profitability continues to show steady improvement, as operating margins in the first half improved 100 basis points, while earnings per share grew 19%. Looking at our segments, we saw favorable organic volume growth across the board.

Healthcare revenue growth of 6% reflects strength in many portions of the business, including double-digit growth in service revenue, which includes our routine service as well as IMS. Capital equipment revenue also grew double digits in the U.S.

We saw strength in several new products, including our line of AMSCO washers, surgical room lights, and U.S. endoscopy, care and cleaning, and polypectomy products. Offsetting that strength, we saw declines in the EMEA, Asia-Pacific, and Latin America as a result of weakness in their economies and currency impact.

Life Sciences revenue grew 9% in the first half, with low single-digit growth in both capital equipment and service revenue. Consumable revenue grew 19% and includes the GEPCO acquisition, which closed on July 31. We are excited about the addition of GEPCO and are very pleased with its performance to date.

Isomedix had another solid first half with 6% revenue growth, driven by ongoing demand from our core medical device customers. As we have discussed in the past, we are currently expanding in both the Northeast and on the West Coast to accommodate additional demand from our customers.

We anticipate that these expansions will come online in the second half of fiscal 2017. As you know, we are working diligently toward closing the Synergy Health acquisition this coming Monday, November 2.

I would like to thank both the Synergy team as well as the STERIS team for working extremely hard over the past year to make this acquisition a reality. The strategic merits of the transaction will benefit our customers, our people, and our shareholders.

I know all of you are looking for updates on the combined company's forecast to help build your models. We will be working on providing that information as soon as practical. Keep in mind that we've only recently seen their latest forecast. We need some time to review, understand, and quantify the changes from IFRS to U.S.

GAAP, evaluate potential intercompany transactions, and understand their views on forecasting risk and uncertainty. With that said, we are committed to updating the market on our outlook before the end of the calendar year. As we have said before, we continue to be confident of the synergies outlined previously in our public filings.

Obviously, the timing of those has shifted from our original plans. On a historic standalone basis, we are confirming our prior outlook for top and bottom line growth for fiscal 2016. As we said last quarter, we are increasingly confident toward the high end of our $3.15 to $3.30 earnings per share range.

We see no reason to adjust our standalone guidance, as we will release new STERIS combined fiscal year 2016 guidance soon. We are trimming our free cash flow outlook a bit to reflect expenses related to the acquisition of Synergy Health. Our revised outlook is for $130 million in free cash flow this fiscal year.

Before we open to questions, I want to take a moment to thank all of you for sticking with us over the past year as we worked through the Synergy transaction.

We think the combination of our two great companies will be well worth the effort, well worth the uncertainties, and well worth the wait as the new STERIS will be better positioned as a global leader to provide comprehensive solutions to device companies, pharma companies, hospitals, and other healthcare facilities around the world.

The combined entity brings the strength of both businesses together to accomplish much more than either one of us could separately. We are excited about finally being able to welcome the 6,000 people of Synergy Health to STERIS next Monday and look forward to accomplishing great things together.

With that, I will turn the call back over to Julie to open for Q&A.

Julie?.

Thank you, Walt and Mike, for your comments. We're now ready to begin the Q&A session.

Olivia, would you please give the instructions, and we'll get started?.

The first question comes from Larry Keusch from Raymond James. Sir, you may proceed..

Thank you. Good morning, everyone. Walter, I'm wondering if we could just start with the backlog in Healthcare which, as you mentioned, was up 16%. Could you just walk us through where you're seeing the interest where your orders are coming in? I'm just trying to get a lay of the land out there what customers are focused in on right now..

Sure, Larry. Good to see you today. The first thing I would say is it's both Life Science and Healthcare, we've seen more strength and strength in backlog. And then in Healthcare, clearly it is the U.S or North American segment that is driving the increase in the backlog. We have seen pretty much across the board growth.

Almost all of our major capital equipment areas have seen significant increases in backlog. And we are seeing a combination of the, I'll call it the project areas as well as the ongoing replacement areas. So, it's been kind of an across the board increase in orders that have resulted in greater backlog..

Okay, terrific, and then two other quick ones for you. First off on just sticking with Healthcare on the operating margin, which as you indicated was down 30 basis points year-over-year. I know that you said that there was some higher R&D and SG&A in there from the acquired businesses that impacted the margins.

But, if you were to strip those out, could you give us some sense of again how those margins are trending. And I think you've had plans over time to try to take that higher and perhaps you could talk to is that still the focus. And then separately on IMS and again specifically the attempts to drive the margins up there.

If you could give us the status of kind of how those efforts are going, that'd be helpful? Thank you..

I'll try to catch – I think that was three questions in there. I'll try to catch them all.

The R&D side, there is – there are two factors, the first is indeed that the businesses we acquired have significant R&D expense and R&D expenses greater than those on average on a percentage basis than we have particularly the Black Diamond Video, which is consistent with our VTS business – historic VTS business as well.

So for lack of better terms, we'll call that a mix effect. Secondly, as you know, R&D does tend to be a little bit lumpy. And so, as projects run through one quarter to the next R&D percentages can vary fairly significantly.

And then thirdly, having said that, we are investing pretty much across the board in our businesses for new product and new process opportunities. So we are investing a bit more in R&D across the board.

I think the second piece of your question was the OpEx or the – excuse me – the balance of the cost of the rest of the business and what margins would've been, had there not been the increased R&D and we're not getting into that level of detail in terms of the number, but it would have risen and obviously been better than it currently is, but it would have risen without that R&D increase if you will.

The third question – maybe I should push a little further, because, as you know, we have a number of projects on the plate to lower our costs, things like in-sourcing and some of our lean processes and we're just pretty much on the plan on those, some of them are a little ahead, some of them a little behind, but when you net it all out, we're pretty much where we expected to be.

So that is one of the sources, if you will, of why we would have been doing better absent the R&D increases. Lastly, on IMS.

I think we reported maybe a couple of quarters ago that they were effectively on the percentage of operating income for their business that we had anticipated for them and that has not changed materially, again, maybe up a little or down a little, but essentially the significant increase that we had forecast over the course of time with that business, they have significantly improved their footprint and performance.

And so essentially on the plan that we laid out for them..

Okay..

Or I should say they laid out for themselves..

Excellent, thanks very much..

Our next question is from Dave Turkaly with JMP Securities. Sir, you may proceed..

Thanks.

Just looking at the deals specifically Black Diamond and GEPCO, can you tell us – help us get an understanding of where they show up in the components of your Healthcare and your Life Science revenues based on the three components, where exactly that those numbers were?.

Yeah, Dave. So if we start with GEPCO in Life Sciences that is contained 100% in our Consumables business. So, Life Sciences Consumables grew 32% for the quarter. And I'll bifurcate that factor, part of that was adding GEPCO in for the quarter, but part of it was very good organic growth from our base consumables, revenue in Life Sciences.

And then Black Diamond, we consider that to be part of our Healthcare Capital Equipment. And that will be 100% in that number that we discussed in the quarter and going forward..

And Dave, I have to interject here because I started everybody up on the wrong path with our friends at GEPCO. It looks like GEPCO, G-E-P-C-O, but it's generally kind of pack. And so we have to get it – we have to retrain ourselves. My good friends at – after the call last quarter, my good friends at GEPCO told me I was pronouncing their name wrong.

By the way, Rosebrough is not an easy one either, so I'm accustomed to it and we're going to try to move people to GEPCO..

People get Turkaly wrong a lot as well. In terms of – and, Walt, I'm going to fire one and just see. You may not be able to answer. But just curious given that the closing's Monday, we've talked about some pretty significant tax benefits.

Can you guys even discuss sort of how quickly those come on? I mean is it immediate if it closes on Monday in terms of your fiscal third quarter.

Would we see that drop immediately or is that something that takes time?.

Dave, that we anticipate getting that reduction in tax rate on our full fiscal year. But it is going to bleed in quarter by quarter for that full fiscal year. Well next year and 2017 obviously, yeah..

Okay, great. Thanks a lot..

You're welcome..

Our next question is from Matt Mishan from KeyBanc. Sir, you may proceed..

Good morning Walt, Mike, Julie..

Good morning..

Good morning..

Congratulations on nearing the goal on here on Synergy Health.

I was just hoping if you could comment a little bit on how much interaction you've had with them through the FTC process, and how prepared you are from like day one to asses and integrate?.

There's a mixed bag in terms of – there were a number of things that are inappropriate to discuss and/or do until we are one business. And so, even now there are things we cannot do it would be inappropriate to do until we are able to merge.

Having said that, there are a lot of areas that are not I'll call it customer-focused areas, where we are able to do quite a bit. And so, we have done some work on that.

We clearly had put that on hold the last nine months, 10 months, because of the uncertainty of when we would be able to come together or even whether we would be able to come together. So a number of things that would have been I'll call it strategically sensitive and/or customer interface sensitive, we put on hold.

But we do have a fully-formed integration team, we do have a fully-formed plan, the integration teams I should say, they're multiple teams there's an overall – overarching team and a multiple team. We have those staffed. The ones that could meet earlier have been meeting earlier, the overarching steering committee has met.

So we have, we're not letting grass grow underneath our feet in terms of the integration. It's going to be slower than it would've been by a year, but we don't expect it to be any slower than that..

Okay, great. And then on to the Healthcare backlog, it's nice to see it up. But I think the past couple of quarters, you've been telling us that don't necessarily focus on it as there has been some changes in the time it would take to get an order to delivery.

And is that 16% more of a relevant number than it has been over the last couple of quarters?.

I would answer a couple of issues. One issue is, we have worked to be able to get I'll call it order entry to delivery process quicker, and it's still – it remains quicker. That is still true and we want to make it even quicker.

Having said that, if total volume, total business comes in faster than the plant is tuned to run even if the process is quicker, the plant is only tuned to run so fast. We can change that over time, but you cannot change it immediately. And in fact we don't want to change it immediately, because we want to run our plants as level load as possible.

So we're not going to pick up there what we would call tag time or their process speed faster unless we are confident that the overall stream of orders is going to continue at a newer pace. So that's where you see the uptick in backlog is that our orders have actually come in stronger than our current pace.

The third comment is we see shifting of project orders versus on-demand orders or replacement orders, if you will. And those shift around a little bit, so that changes. I do think that backlog will become increasingly less relevant to you guys for several reasons. It's not, A), just what we've talked about.

It's not such a strong measure, although it is – we always like to see order rates coming in faster than shipment rates because that means we're growing, so that makes us happy. But also capital is becoming a smaller piece of our overall business. If you go back seven, eight years ago, capital was half the business or something like that.

And now over 50% of our business will be in the service and consumables area, probably pushing two-thirds, if I remember right, when you put the two together. And so the modest variation – even though it may be a fairly significant variation in terms of percentage of backlog, that by definition is a lower variation in terms of total annual capital.

And annual capital is a lower percentage of our total business. So backlog will become less relevant to you. It's still relevant to how we run the business, but less relevant from your financial forecasting, whereas if we were a 100% capital business you would be much more concerned about it..

That's helpful. And on the Consumables on the Healthcare side, I think you're coming off just extremely strong comps from last year. But last quarter you also mentioned that you had some distributor problems that you thought would resolve itself and you thought you'd see a little bit improvement. But the numbers came in a little bit lower sequentially.

Are you still having distributor issues there?.

I wouldn't have called them so much distributor issues, it's just a question of whether the distributors understood the demand pattern from the hospitals. So we weren't having that kind of distributor issue like they weren't doing their jobs.

It was just it's increasingly hard for hospitals and thus distributors and thus us to forecast the seasonal demand pattern because the seasonal demand pattern is changing with the changing of insurance, deductibles, and all that driving people away from traditional seasonal patterns.

So that was the issue, not an operational issue on the part of distributors. But we have seen a pickup of consumables, but we did have tough comps, particularly outside the United States. We had some very strong orders in the Middle East and I believe in Latin America, but I'm confident in the Middle East last year quarter two.

And not only are we not seeing those strong orders, it's dipped. And so it's a particularly strong comp and then a weakness put on top of each other. Our North American business is looking still strong. And then you saw – I was really talking about Healthcare. The Life Science business as you see is strong..

Thank you very much. I'll jump back in the queue..

Our next question is from Ms. Erin Wilson with Bank of America. Ma'am, you may proceed..

Okay, thanks for taking my questions. On the Healthcare side, again on the Consumables portion, in the U.S., do you think that – I guess you alluded to some strength there.

Is it reflective of broader procedure volume trends, or can you speak to the drivers behind that?.

You are correct, Erin. Our U.S. business is driven and most of our business is driven by procedures, both the Isomedix business as well as the hospital business. And we do think procedures have been holding up vis-à-vis total hospital revenue. There's continued pressure to shorten length of stay.

There's continued pressure to move patients from higher to lower acuity. But the procedures still need to be done in operating rooms or ambulatory surgery centers or endoscopy suites, and we continue to see procedure growth..

Okay, great.

And what are you seeing right now in the competitive environment in the contract sterilization business in light of everything that has happened with Sterigenics and Nordion and how that landscape has changed since that deal was closed?.

I don't know, Erin, that we've seen any significant differential really in the last five or six years. Clearly, we have good strong competitors in the business and clearly we will continue to.

But both of us – or the industry, I should say, really the industry contracts typically for relatively long periods, and customers need to be very close to the sites that the sterilization occurs because often the cost of transportation is greater than the cost of sterilization. And so those factors continue as they have been.

Obviously, we've seen growth in the underlying medical device business on a unit basis, which means by the way, the procedures that are driving those continue to grow. And we just haven't seen a significant variation across that. And really our combination with Synergy, upcoming combination, globalizes our business more nicely.

And we think that's attractive and will be attractive to some of the more global medical device manufacturers, more as probably as a function of gaining business from their in-house because they can rely on us to back up and be global and have a single system, as well as from relatively smaller players around the globe who cannot service those global accounts.

But in the end, it's a little like politics. Although the parties matter, all business is local..

All right, great. Thank you..

Our next question is from Mr. Chris Cooley with Stephens. Sir, you may proceed..

Thank you. And, Walt, congratulations to you and your team on finally persevering through on the Synergy deal. We look forward to seeing that, just two quick ones from me..

Thank you, Chris, for persevering through with us..

Happy to do so..

We know that it put a lot of pressure on you guys. The uncertainty is not helpful and those of you who stuck with us, and there are a number on the call, we really appreciate your efforts on our behalf..

Sure. It wasn't your guy's fault. Just two quick ones from me. When I think about the Life Sciences business, I understand the step-up there from GEPCO, I'll say it correctly hopefully here, was strong in the contribution there, but the organic revenue rate of 11% was stronger than what we've been seeing there.

Can you just help us think obviously there is a little bit from the capital pull through, but help me think a little bit about what a normalized rate should be in that business if this changes kind of your thoughts for the underlying end markets for the Life Science piece? And then, I just have one quick follow-up. Thanks much..

Sure, Chris. Although Consumables are more – what's the right word – steady than Capital, there is variation. Again, it's still relatively speaking, a roughly smaller business.

So, a couple of shipments can make a difference and customers do stockpile in that arena sometimes because, for example, they want to make sure their plants don't shut down because they don't have the appropriate chemistries available to work them. So, we do see a little bit of variation – cyclical variation.

And we're not perceiving that being a significant change on our long-term forecast..

Okay, super. And maybe unfortunately that's the....

With the obvious success in GEPCO, which is a clear growth area for us..

Right, and I don't mean this negatively, but it has been a year now effectively since you guys announced the Synergy deal.

Would you mind just reminding us as we look forward to fiscal, into calendar 2016, some of the major drivers that you see for the combined entity that you'd highlighted at the time of the merger? Why this makes sense especially in this increasingly consolidating Healthcare environment? Thanks so much..

Gosh, Chris, it's been so long since we started. I've forgotten completely. I hope you're laughing..

I am. You could just make up whatever you want at this point..

It hasn't changed from the beginning and we don't expect it to change. We clearly have some cost synergies. You may remember we have two numbers out there $30 million to $40 million. We do think the higher side is the more likely side of that. And a lot of that is strictly what I'll call central office costs.

One CEO and one CFO, one board of directors, and those kinds of things, there is a lot that we'll be purchasing broadly across the organization. We'll get a significant piece there.

And then there are some areas where we will become more efficient either some redundant people although that – we think that's a relatively small number, actually quite a small number, but there will be some of that.

And then the Synergy folks have done a very nice job of looking across their multiple plants on the AST business, what they call AST, what we call Isomedix. As they look across their plants and look to get everybody up to the same standard, learning from each other we've done the same.

We know we will find out things that they do better than us and vice versa. And so, we expect to see some plant synergy improvements there. That's on the AST side.

On the Healthcare side, we really expect that to be more of an upside revenue synergy approach, not an upside cost synergy approach, and that is – the Synergy folks run outsourced CSDs, Central Sterile Departments. One of our biggest customers single entity or type of customers are hospital CSDs. So we provide them capital equipment.

We provide them consumables. We certainly would expect to see a movement. And since most of theirs were in Europe and that's not where we have been as strong as we have in North America we would expect to see a pickup in market share in their facilities rapidly. And then using that as a footprint to grow outside the U.S.

in the historic STERIS IPT business. Conversely the IMS business has an outsourced CSD management business. What Synergy does is build facilities to run CSDs.

We believe that the knowledge in those two organizations can come together and in addition with the business that IMS does for a living, the principal business of IMS which is taking care of the surgical instruments and scopes. We see significant opportunities to gain knowledge and grow both of those businesses using the knowledge of the other.

So we think that is an upside – longer term upside revenue generating synergy. We believe that will be significant over the longer term. And then lastly, there is this minor detail of some reduction of our tax rate as a result of redomiciling to England.

So I think you put those three or four things together depending on how you count them, there is significant upside opportunities for our business..

Super. Do you have time, can I squeeze one more in just very quickly? Just from a U.S. perspective, I know there is a little bit of angst by some preceding your earnings announcement today about just overall domestic volumes.

And I know you – in a prior question you addressed the issue between census days versus actual procedure volume, but it looks like overall end market demand for capital whether it'd be through projects or replacement cycle is pretty strong and maybe building a little bit of momentum.

Could you just maybe from a macro perspective talk about the domestic market environment, just kind of the sentiment at your end users or your customer base from a healthcare perspective? Thanks much..

Sure. And, Chris, I suspect I have to split it into the two components, the capital component and the consumable or procedural component. In the end, it's all driven by procedures, but the capital is driven more loosely if you will by procedures, it's driven by the health of the systems and their view of the future.

As you have said, the capital side has been getting more robust serially for some decent amount of time now. You may recall that probably for two years or three years, we were saying that the capital business was stable and that might be up a percentage point or two or down a percentage point or two, but not diving and not roaring upward.

Maybe about a year or so ago we started seeing more improvement than stable, and so more of a modest uptick in capital orders and in pipeline. We clearly now have seen for the last six months, seven months, eight months, even a little notch up from there, so kind of low single-digit growth rates, maybe even as high as mid single-digit growth rates.

And so, clearly we've gone from a period that was flat to maybe flat but down to flat. Now we think it's flat to up. And it looks more up to us than flat. So that's the capital environment. Healthcare, I'm talking healthcare capital in North America.

Outside of the U.S., it's still a difficult market and probably increasingly difficult, it's just for us and on both the size of our U.S. business versus the other, and the amount of uptick, we are more than offsetting the international weakness. On the consumable side, it's been more steady actually through that period, and we have seen growth.

We do feel that we continue to see procedure growth. We're cognizant of a couple of weeks ago, a couple of the investor-owned chains who report nationally, that they reported forecast weakness not so much current weakness, but forecast weakness. We are watching that.

In general, I would say from our conversations, which are anecdotal, not broad based, but our anecdotal conversations is that procedures are continuing to hold up and be again relatively strong. Clearly, patient day type issues, maybe not so strong. That's our picture of the world at this point in time..

Thanks so much..

Our next question is from Mr. Jason Rodgers with Great Lakes Review. Sir, you may proceed..

Good morning..

Good morning..

You talked about the capital equipment environment a little bit outside the United States.

Would you say that the environment that Synergy Health operates in has become in that respect more challenging than when you originally announced the acquisition a year ago?.

I'd guess I'd answer it twofold. In some sense it's more challenging on a dollar basis because of the currency change, although they are heavily on the pound and increasingly in the U.S. And so it's less of an issue than – on the one hand, the other currencies have fallen more.

And secondly, but on the other hand they've grown more and continue to grow more in the U.S. So there's an offsetting balance there. But in terms of pure currency, yes, it's more challenging. On the other, it's not at all clear that challenging environments are good or bad for Synergy. They have very long-term contracts.

But when things get challenging and there is capital constraint, that is a typical time to outsource what would otherwise be a large capital expenditure with a more known or more steady ongoing cost. So it's not at all clear to us that challenging environments are necessarily bad for Synergy's overall long-term growth rate.

Now in the short term, it may put downward pressure on their very short-term efforts, but it may actually increase their possibilities in the long term would be my view..

Okay.

And then what would the new diluted share count for the combined company, what would that be when the deal is closed?.

That would be about 86 million shares once we combine..

Okay. And finally, the Life Science business had very strong operating margins in the quarter, and they've been running well above 20% for the last several quarters.

Now with the addition of GEPCO, what would you say your long-term margin target is in the Life Science business, recognizing the lumpiness there?.

I don't know that we have what I would call a long-term target for it. We tend not to like to go backwards. And so, as you say, we've popped above that 20% line for a while.

So all things being equal, we would not like to go below it, but we are probably more focused on growing that business and growing the revenue and holding margins than we are in trying to increase those margins significantly..

But, Jason, the 29.4% that we're at for the second quarter is not sustainable..

Okay, thank you..

Our next question is from Mr. Larry Keusch with Raymond James. Sir, you may proceed..

Okay, thanks for taking the follow-up, guys. Just two quick things, I guess perhaps for Mike.

The free cash flow for the year, which was reduced from $155 million to $130 million, could you just walk through just the drivers of that reduction, that $25 million reduction? What's the bridge there?.

For the most part Larry, as we do with the EPS, we adjust the EPS out for, I'll call it, all the noise related to the acquisitions, the amortization, the integration expenses. Our free cash flow is still, I'll call it, an unadjusted number.

So the big difference is all of the costs and the expenses that we are having and will have associated with the Synergy transaction. That is the big bulk of that difference. Another small piece of that is we did purchase annuities and have gotten out of the pension business. And we had to fully fund.

It cost us about $5 million, which was a little bit about where we anticipated, but it is a little bit of a timing issue. We anticipated that later in the year. It happened earlier in the year. But the big bulk is the Synergy expenses..

Okay, that makes sense. Thanks for that. And then just quickly on your comments around the tax rate, which you indicated I think if I heard you correctly that 25% for the year – for fiscal 2017, it wouldn't go down on day one. So it'd be stepping down to get to that full-year level.

So, does that not imply that your ending tax rate at the end of 2017 would actually be below a 25% rate?.

We will provide more guidance surrounding that. Larry, at this point, I would say we know it's going be a stepwise fashion, but we will provide you when we provide full guidance for Synergy more detail around the taxes. I think that's the safest way to do it..

Okay, I appreciate it. Thank you..

Our next question is from Mr. Mitra Ramgopal from Sidoti. Sir, you may proceed..

Most of my questions have been answered, but just a couple of quick ones. Mike, regarding the cash flow, I believe you said the plan is to aggressively pay down the debt. I was wondering if that precludes potential further share repurchases or annual hikes in the dividend..

We definitely want to – and we talked about our prioritization and we did have debt repayment, but we actually did, did increase our dividend in our first quarter from $0.23 to $0.25, and actually that we are at a normal course for payment in December at that $0.25.

We will continue to look at making investments in our business from a capital expenditure standpoint, and again, control where we actually think the best value is from an internal viewpoint.

M&A in the short run will probably be trumped a little bit by debt repayment, as we are going to step up to a 2.9 times debt-to-EBITDA, and we believe that it is more prudent in the short run to focus on debt repayment. And I would say share repurchases, Mitra are most likely not going to happen, that is obviously our lowest priority.

And, I think debt payments would come on top of the share repurchases, at least in the next couple of quarters..

Short to intermediate term, I'm sure. And, Mike's got the priorities correct..

Thanks.

And then, quickly on the margin improvements, did you get any benefit in terms of synergies from the GEPCO and Black Diamond acquisitions and also if you can say if you're still getting any benefits from the in-house manufacturing?.

The short answer to your question is yes across the board. We do expect, on GEPCO it's not so much margin or costs. There may be a little bit, but it's not significant. That's mainly about growing the revenue, particularly growing the revenue OUS, because we have a much broader distribution system, OUS than GEPCO did.

They have very good – when I say, distribution, I'm talking sales and distribution. They are quite strong inside the U.S., but did not do that much outside the U.S. and we have a global footprint in Life Science. So we expect to see that grow, so it's more of a revenue synergy which takes longer.

And there is – there will be some modest cost synergies, but pretty modest. On the Black Diamond side, we do see both cost synergies as well as revenue synergies, but those will also be slow to occur both – both will be slow in fact in that one, we may see more revenue synergy in the short run than we do cost synergies.

But because again we have – we now have two product lines that are handled by largely a sales force that was in place and ready to do things. We're adding their salespeople to our mix, which we think that will help. But in general, that's more of a growth opportunity as well.

Then the manufacturing and/or in-sourcing, we're coming to the conclusion of the bulk of that. So and we're far down the stream, but we are continuing to see opportunity, the opportunity we already saw.

For example – the Hopkins facility that we announced sometime ago, probably two years ago or so that we were closing, we're virtually out of that facility today.

And you don't capture – you capture much of the cost reductions when you get everybody out, but you don't capture it all until you get the building sold and get that out of there, so we do have more to capture there. It's on target – it's on target except for selling the building and selling the building is some, we won't control the timing of that.

So we've estimated it but we won't control the timing. And then we do have ongoing projects, some have been announced and others that we are just beginning to work on, that we will see additional in-sourcing and additional lean improvements throughout our business, but nothing that we've put a number on..

Okay, thanks for taking the questions..

I show no other questions at this time, I'll turn the call back for any closing remarks. ..

Great. Thank you, Olivia, and thank you everyone joining us. This concludes our second quarter call, and we'll talk to you again next time..

Thank you for participating. You may now disconnect..