PSS World Medical (NASDAQ: PSSI) is a shopaholic with more than 100 acquired companies under its belt and a recurring need to reinvent itself to try to keep up with the competition.
The distributor of bed pans, medicine and similar items is lugging around heavy debt - and the torment of posting its lowest net income in 25 straight quarters.
A forensic accountant who reviewed some of the Jacksonville, Fla.-based company's documents also pointed out some scars in its finances.
"It wouldn't surprise me if the company was trying to hide something," said Keith Mautner, a San Diego, Calif.-based forensic accountant.
"They're doing things companies that engage in fraud also do, but that doesn't necessarily mean they are engaging in fraud themselves," Mautner added.
PSSI, market cap $1.1 billion, distributes medical products primarily to doctors' offices, but also long-term care and assisted living facilities, and home health-care and hospice providers.
PSSI management did not return telephone calls requesting an interview with TheStreetSweeper.
Some PSSI issues that deserve closer examination:
* Falling profits; history of missed estimates
* Failed buy-out shears shareholders, fires up concerns
* Heavy debt
* Restructuring bothers analysts
* Some analysts downgrade
* Losing out to big competitors
* Inadequate hospital distribution
* Insiders selling
Falling Net Income and Long History of Missed Estimates
It's been a long, long time - 25 quarters - since PSSI has reported such dismal net income. The company's income fell to $10.7 million this past quarter. That profit - damaged by increased general and selling expenses, plus new acquisitions - compares with about $20 million in each of the previous three quarters.
Investors have to look way back to the restated results of June 2008 to find income that dipped as low. The income dropped to $9.4 million then.
And PSSI continues to fall short of Wall Street expectations again and again. The company has missed revenue estimates for the last five quarters in a row and missed on earnings per share for the past three quarters, recently posting 18 cents actual versus 21 cents expected.
In an email to TheStreetSweeper from Goldman Sachs, it's clear that one of the world's largest investment banks does not like the direction PSS is headed, either. Goldman maintained its "sell" rating recently and lowered its estimates of the company's future performance.
"After reporting both a top-and bottom-line miss, it is difficult to gain increased conviction in the company's ability to meet both its near and long-term goals in a clearly still difficult environment," analyst Robert Jones wrote in the research report emailed to TheStreetSweeper.
"Although management made no changes to the long-term outlook for the company, we believe investors will be looking for several quarters of positive performance before better understanding the growth trajectory."
Goldman lowered 2013 earnings estimates from $1.14 down to $1.05. The 2014 estimate dropped to $1.30 from $1.55, and the 2015 expectation dropped to $1.37 from $1.65.
"We make no change to our Sell rating, as the quarter does little to change our fundamental view of the company and industry at this point," Jones continued.
Other analysts are also debating whether PSSI can really pull off the $1.11 to $1.15 earnings per share that management has guided them to expect for its fiscal year 2013.
"The continuing operations earnings number was 18 cents ..." Larry Marsh, Barclays Capital analyst said during a recent conference call. "Obviously, if you back out the first quarter (looking at $1.11 to $1.15 earnings) … that would imply you got to do $0.30 to $0.35 a quarter for the next three quarters. You are confirming that that's very much doable based on results today?"
"Yes," PSSI chief financial officer David Bronson said.
He also conceded that there will likely be some "choppiness" in results over the next few quarters as the company completes divestitures, reorganizes, adds to sales efforts and restructures its shared service support.
A New York City doctor who views PSS from the customer's standpoint sums up his take on the situation more bluntly.
"This is a desperate company," said the urologist, who wants to remain anonymous and is short PSSI.
Is PSSI Desperate?
Perhaps the most recent act of hope or - in the doctor's opinion - desperation occurred on May 10, when PSSI announced a reinvention plan that includes putting its skilled nursing segment and specialty dental segment up for sale. In fact, the company announced Sept. 27 that it agreed to sell the dental segment for $68 million to Chicago private equity firm Beecken Petty O'Keefe & Co. Shares slid less than a quarter to close down at $23.05.
Unloading those businesses seems a bit confounding since skilled nursing accounts for up to $500 million in revenue, while dental accounts for about $45 million. That's about a quarter of PSSI's $2.1 billion annual revenue. But when a shopaholic counts its dollars and discovers a significant drop in free cash flow - cash available to buy more businesses - the frantic search for more money begins. Indeed, a graph shows PSS's free cash flow has dropped to $18.85 million, down from $55.97 million in March.
PSSI's reinvention also involves recent acquisitions: two lab businesses (InfoLab and ProLabs), and a physician in-office distributing business (Physician Partners) announced in May. And in January, the company acquired Blue Medical Supply and Equipment, a transaction PSSI's founder arranged with the company he invested in following his resignation from PSSI, according to the Jacksonville Business Journal.
So here's what PSSI's horse trading looks like: It has bought four businesses with roughly $138 million expected in annual sales, which is nearly four times smaller than the roughly $545 million in sales made by the two segments that PSSI has been so anxious to get rid of.
Earlier Failed Buy-Out at "Animal House" Could Jinx Any Would-be Buy-outs; Successful Buy-out Could Batter PSSI Shares
Buy-out rumors surfaced this summer - and helped bump up the stock - as PSSI began reinventing itself in a situation reminiscent of a summer over a decade ago.
One rumor sprang up in July when the company announced plans to sell skilled nursing and dental, and filed corporate papers with the US Securities and Exchange Commission detailing executive termination payments under any change in the control of the company (the chief executive, Gary Corless, would get about $1.6 million or two times base pay if his exit is his idea and $2.4 million or three times base pay if it's the company's idea, plus a target bonus).
Speculation arose again in August when PSSI cancelled a road show with financial services group UBS, though PSSI said it was due to a scheduling conflict.
Despite the speculation, PSSI World Medical's only real attractive feature would seem to be its salesforce because potential buyers likely wouldn't need to duplicate the warehouses, inventory, branded products or laboratory equipment.
And shareholders certainly wouldn't want to duplicate the buy-out experience they endured back in the summer of 2000.
PSSI was road-weary and deep in debt from its efforts to re-invent itself. By the time its seven-year buying frenzy ended that year, it had acquired more than 100 small companies.
PSSI really became the poster child for the "roll-up" tactic in which a company is essentially built on a series of acquisitions.
The strategy is legal and enjoyed marked popularity a few years ago. But it's also fairly easy for someone to overpay for an acquisition, then pocket the difference or prop up earnings. Insiders say it's a common form of accounting fraud among Chinese rollups.
TheStreetSweeper has exposed the roll-up strategies of American companies such as Swisher Hygiene, a bathroom-cleaning business that recently announced its chief executive's resignation, as well as its chief financial officer's resignation and the company's risk of being delisted from the Nasdaq amid an accounting investigation. Swisher was running more than $8 per share before diving to more than $6 the day of TheStreetSweeper story. Swisher is under $2 now.
In PSSI's case, the company found itself aching to be bought out in 2000 as it carried some $250 million in debt and some of its businesses struggled, according to The Wall Street Journal. Five months of waiting finally seemed to be paying off in June that year, when Fisher Scientific International, now a division of Thermo Fisher Scientific, Inc. (NYSE:TMO) announced plans to acquire PSSI in a stock deal worth about $840 million.
Indeed, the financial problems were so significant that Merrill Lynch analyst David Risinger picked up on all the signs and said that PSSI "operating problems are deeper than expected and the financials are much messier than expected."
Investors felt the same way and quickly showed what they thought of the whole deal. Fisher and PSSI stock fell, with investors trouncing PSS more than $2 to send the share price tumbling to about $7.
Then the warm, gloomy day of Sept. 1, 2000 brought a smattering of rain to Wall Street and the dreary news that the merger had fallen apart. Both bedraggled companies stated that "the transaction is not in the best interest of their respective shareholders." The value of PSSI shares dropped by $1.53 over that Labor Day weekend to just $4.81.
Bad news was steamrolling PSSI and it looked like it would never let up. The stock continued its death-spiral when the company announced that earnings would likely falter significantly below expectations. The stock that sold for a high of $33.75 in 1996 careened downward to hit a record low of $2.69 on Oct. 3, 2000. The same day, the company announced the resignation of founder and then-chief executive Patrick Kelly, a colorful college flunk-out and Vietnam veteran who wrote a book on how he built the company dubbed "a cross between the U.S. Marines and Animal House." The next week the chief operations officer followed Kelly out the door.
The failed Fisher Scientific merger hatched a class action lawsuit that PSSI settled for $6.75 million in 2004. The lawsuit alleged Kelly, two other executives and the company misrepresented earnings, "cooked its books" and artificially inflated the stock price, though didn't claim the executives personally profited. The executives departed but one of them, David A. Smith, remained with the company as chairman and chief executive officer for half a decade after the lawsuit was settled.
"No one in their right mind would buy this company," the New York doctor grumbled.
Debt Decision Gyrates Stock
Even retail therapy couldn't help the exhausted Florida shopaholic after its best shot at getting bought out collapsed in that embarrassing public drama in the fall of 2000.
PSSI needed some real CPR. It arrived in the form of $150 million worth of convertible bonds.
Goldman Sachs - the same investment bank that has lost so much confidence in the company that it's now rating PSSI a sell - talked to Smith about issuing the low-interest bonds, according to The Wall Street Journal. These bonds would allow a company to pay off higher-interest debt like the $115 million floating interest rate bank debt hanging around PSSI's neck. The bonds provide alluring low-interest financing but Goldman bankers said the hitch is that the primary investors would be hedge funds more interested in short-term profits rather than a company's long-term health.
Smith and other execs bit. But they were shocked at how fascinating PSSI suddenly became as trading volume virtually tripled to about 1 million on several occasions after the March 16, 2004 sale. The company and most investors didn't know it, but at least 10 hedge funds had begun rapidly trading PSSI shares, sources told The Wall Street Journal.
The hedge funds typically short the stock in order to protect their investment from a possible stock price decline. While the hedge funds made money from small share price changes, the average investor didn't see much benefit. PSSI shares were around $12 just before the bonds were issued and moved only slightly in the next weeks before closing May 11 at $11.07.
"Every penny we gained we lost," PSSI investment relations head Robert Weiner said at one point.
As often happens, the average investors apparently were put off by those unpredictable stock swings.
"We can't have volatility in our stock like this - it drives away long-term shareholders," Smith said at the time.
The scenario ultimately happened much as Goldman Sachs bankers had explained it: trading rose in the six months after the bonds were issued and then fell dramatically a year later after the big money had moved on.
The uproar was far from over, as Smith suddenly moved on, too.
On Jan. 27, 2010, the company released its FY 2010 third quarter results showing lower sales and Smith said, "Our results are ahead of plan and demonstrate solid momentum in our strategic initiatives…" A week later, the company filed a notice saying Smith - the chief architect of that earlier restructuring - and the company "mutually agreed" his employment would end that day. Painful though the departure might have been, Smith's lucrative separation agreement lobbed $2.7 million into his wallet. Chief operating officer Gary Corless took his seat as president and chief executive, and got a pay raise to $600,000 from $450,000.
With three of the more than 100 acquisitions occurring in the last few months and PSSI's plans for more ahead, shareholders still have to worry about similar financial doings and unhappy consequences. The company is rapidly sucking up cash and feeding its borrowing habit virtually every time its wallet feels a little light.
In fact, the company had about $455 million in consolidated debt as of March 30, 2012.
PSSI also recently closed on $250 million worth of senior notes planned primarily for paying off older debt and possibly buying more companies, records show. The company also purchased convertible hedge notes to keep converted shares from diluting share value.
Gulf South Merger: Previous Restructuring Worries Linger
PSSI became unfortunately familiar with spending wads of money - ultimately sometimes threatening shareholders' investments - to get itself out of scraps beginning in 1998, about a decade after it was incorporated under the name Physician Sales and Service, Inc., a company formed from 33 acquisitions.
PSSI acquired Gulf South Medical Supply in March 1998 in a stock swap worth about $661 million. The merged company was renamed PSS World Medical and three directors were retained, including Melvin Hecktman, who even today remains on the PSS audit committee.
At the time, PSSI founder Kelly called it "one of the most compelling transactions we have ever completed."
Just when it seemed the merger surely couldn't hurt investors much more, they got bashed again. On Oct. 26, 1999, the Securities and Exchange Commission began an informal review of the Gulf acquisition that was later dropped. PSSI shares continued the decline, closing at just $6.72. So, if a stockholder had bought 1,000 shares at $23 on the day of the deal, those $23,000-worth of shares would have fizzled to about $6,700 on the date of the SEC review announcement.
Ultimately, PSSI's acquisition of Gulf South launched a securities class action case filed in 1998. Shares were already in the pits at around $13 and dropped to the high $12 range in the days after the case was settled six years later for $16.5 million.
After that reinvention that so pained investors, they've got to be wondering if this restructuring will ultimately be so painful.
Mautner looked at the restructuring plan through the forensic accountant's spectacles and spotted some potential issues.
"This change in operating segments may be a better way to run the company, it may improve profitability and it may be in the best interest of shareholders," he said.
"Or it may be a smokescreen," Mautner said.
As some segments disappear from the next financial filings, he said it will become much more difficult to follow the money and figure out just how management is allocating resources.
Analysts Say Reinvention Confusing
Likewise, analysts' sharp grilling during the May 10 conference call indicates they may have some uncertainties about the restructuring, too.
They generally pointed with apparent skepticism to issues surrounding the potential profitability and problems with in-office dispensing, the relatively new laboratory business and looming issues in home healthcare and hospice.
"To me, the first glance of all these changes seem very confusing," commented Marsh, with Barclays Capital.
"Sounds like you're getting into the lab services business," he said referring to ProLabs and InfoLab, which were most recently acquired along with in-office dispensing company Physician Partners.
Marsh asked what fiscal 2013 looks like and how the company would manage running the four businesses.
CEO Corless talked about leadership among the segments and said that elder care would begin getting more of the time, talent and money that were going to skilled nursing when the elder care and skilled nursing segments were together.
"So I don't know if that answered your question or not but you can tell me if it did," Corless said.
"Okay, I'll just defer," Marsh said before forging on.
Credit Suisse's Glen Santangelo reiterated the confusion felt by analysts who are paid to understand companies and pitch them to investors.
"Gary and David, it's a little bit unclear to me, exactly. As part of the transformation … do you expect to spend a lot of incremental amount of money? I get it you're divesting a couple businesses and you bought a couple of incremental lab businesses, but is there a lot of incremental expenses attached to this transformation above and beyond that?" Santangelo asked.
"There may be some restructuring type costs as we redesign both our distribution infrastructure to support all four verticals and redesign our shared services function. But it's important also to understand that we are expecting a much higher organic growth rate and growth rate from acquisition in these four verticals, so is this a net cost down or up? I think we'll have to wait and see," CFO Bronson said.
Another analyst asked why the company plans to focus on home healthcare.
"I just wonder if we're looking at this industry wrong … if you're betting against one of the cyclical government-engineered capacity crunches coming," said Raymond James analyst John Ransom.
"Look, it's a good question and we're aware of all of the challenges that the caregivers in the home care and the hospice are dealing with. What I'll tell you is this, as you know, one of the reasons that the government has paid significant attention to the customers there is because of the significant profitability in each of those caregivers," Bronson said, adding that opportunity exists for companies that can help caregivers.
Bank of America Merrill Lynch analyst Robert Willoughby questioned the wisdom of focusing on the in-office dispensing business.
"Can you (remind) me why that business is going to fly?" he asked.
Bronson said it's an emerging market but offers convenience and better care for the patient while providing a revenue source for the doctor.
However, in an interview with TheStreetSweeper, Dr. Mike Ritze, a Broken Arrow, Okla. family doctor who belonged to a larger group practice several years ago, said he found that a PSS competitor's medicine cabinet at the heart of the in-office dispensing didn't really make money for the doctors, though it was convenient for patients.
Analyst Pessimism, Downgrades Persist
The restructuring announcement and explanations failed to spread joy among many analysts.
In maintaining its sell rating on PSS at a 12-month $18 price target, Goldman Sachs analyst Jones wrote: "While it is only one quarter into the company’s strategic transformation, the results do little to instill confidence that PSSI’s new, more focused direction will allow the company to better navigate still-challenging industry headwinds (i.e., customer consolidation, stagnant utilization)."
Robert W. Baird downgraded the stock from outperform to neutral from outperform while dropping the price target from $29 to $21. And Raymond James cut it to market perform from outperform. However, UBS initiated coverage of PSS with a buy and a price target of $26 soon after.
In late July, the stock also suffered another downgrade from buy to hold by TheStreet Ratings. Deteriorating net income, declining revenues and disappointing stock performance were among the reasons for the decline.
More recently, Credit Suisse reiterated its outperform rating but bumped up the price target a buck to $26, apparently helping to push PSS shares to close at $23.06.
Overall, analysts have put the price target at $18 to $26, with a mean price target of $21.69.
"Fraught with Land Mines"
A couple of New York City urologists, including the one who is short the stock, put the stock value at someplace around $11 to $13.
The doctor who's shorting the stock recently decided to buy most of his medical supplies from McKesson Medical-Surgical when the leading medical equipment supplier offered him 20 percent off its products.
"McKesson and Cardinal are knocking out the small players," the doctor said of two huge PSS competitors.
"It was a no-brainer," he said. "I go with the least cost one. Why would I use PSSI? It's the most expensive company out there. They also have the most archaic delivery system, using their own drivers while everyone else uses FedEx or UPS."
These are the truck drivers, incidentally, that company founder Kelly supplied with business cards identifying them as the chief executive officer, according to his book, "Faster Company: Building the World's Nuttiest, Turn-on-a-Dime, Home-Grown, Billion-Dollar Business."
PSSI's in-office dispensing offers a cabinet stocked with drugs that allows doctors to dispense pre-packaged medications straight from their office. The New York urologist and another New York physician in private practice call the medicine cabinet a terrible idea.
"It's impractical. I don't have the interest in getting involved in that … and there's the liability issue. People could break in and steal your drugs," the first doctor said.
"It's fraught with land mines from stem to stern," said the other urologist.
The cost of convenience under the physician dispensing model can be high. The heartburn drug Zantac fetches about 35 cents at the pharmacy but could be hiked nearly 10 times to $3.25 a pill for those stocked in doctors' medicine cabinets, according to a recent New York Times article.
Now under national debate, loopholes in some states' workers' compensation insurance programs allow this controversial practice of doctors selling medicine that experts say costs taxpayers, insurance companies and employers additional hundreds of millions of dollars each year.
"It is outlawed in New York. Nobody does it," said a New York City gastroenterologist.
He said, with the exception of nutritional agents prescribed by diet doctors, physicians haven't sold drugs in the state of New York in the past decade or so.
If thousands of doctors are prohibited from selling medicine, of course, this narrows the market for PSS. Other states that prohibit doctors from dispensing drugs, include Utah, Montana, Massachusetts and Texas, according to a report.
Hospital Distribution Needs Improvement
One doctor said it is critical for the PSSIs of the world to sell products to hospitals rather than focusing on doctor's offices because hospitals are gobbling up doctors' practices in New York and elsewhere.
"That's why PSSI is trying to get bought out. PSSI needs the hospital player. But the hospital player doesn't really need PSSI," the urologist said.
In the past few years, hospitals have shown a renewed interest in buying physician practices, according to a 2009 paper presented at the 10th Annual Conference on Emerging Issues in Healthcare Law. This resurgence follows a 1990s hospital buying spree. A 1996 study showed that about 40 percent of doctors planned to sell their practices to a management group or hospital.
A second urologist told TheStreetSweeper that PSSI seems to be behind the times, missing out as the medical community moves toward these hospital buy-outs or hospital affiliations, along with the formation of bigger practices or big buying groups that can take advantage of economies of scale.
CEO Corless recently told investors that the company conducts business with hundreds of hospital systems. But that's merely a fraction of the 5,000 hospitals that work with McKesson, according to its website.
A physician practice bought by a hospital isn't typically shut down and therefore isn't a lost opportunity for physician office distributors such as PSSI, Corless added during a recent conference with William Blair and Co.
PSSI also sells products with its own brand on them and testing equipment that allows doctors to conduct simple analysis such as pregnancy testing in the office rather than sending samples to outside laboratories.
But a New York gastroenterologist told TheStreetSweeper that insurance companies and New York State's health department frown on in-office testing.
"You can't bill the patient for it because the insurance company won't pay you back for it unless you're a licensed laboratory in the state of New York," he said.
When he asked the health department why he couldn't conduct simple tests, he said he was told, "How do we know you're not color-blind and will read these things wrong?"
Meanwhile, Ritze, the Oklahoma doctor and state House of Representatives member said he has read the Affordable Care Act twice. Ritze likes PSS but under healthcare reform, good companies like PSSI will definitely have to scramble, he said.
"You're going to see a lot more burden put on these companies with taxes. A lot of your orthotics - crutches, knee braces, ankle braces - they've increased the taxes. There's about a 10 percent tax on all those to pay for Obamacare," Ritze said.
He said PSSI and other companies will likely have to turn more to products made in China and other foreign countries that tend to lack the quality of U.S. products.
"There could be a real problem with their company, as well as others that are trying to compete," Ritze said.
PSSI seems to be falling behind the competition in some respects. PSSI is trading at a multiple of nearly 17, close to the average for the industry. The company appears to be overvalued compared to its competitors in light of that falling net income - about 25 percent in the most recent quarter ($10.7 million) below the same quarter prior year ($14.2 million). Yet both Henry Schein and Owens & Minor Inc. grew 3 percent and McKesson gained 24 percent.
Recent Insider Trading
Insiders have sold heavily since May. Possibly indicating that they think the share price may be ready to decline, they've sold about 66,000 shares on the open market worth about $1.5 million at prices ranging from about $21-$24 apiece, compared with purchases of only 5,000 shares for about $101,000 in that time period.
Strangely coinciding with the day of PSS's restructuring announcement, chief marketing officer John Sasen sold 45,000 PSSI shares for $990,000, leaving him with a little over 69,000 shares. This automatic sale at $22 per share was pre-set two months earlier, records show, so there's no pattern that might help investors understand the significance of the sale. Since the beginning of the year, PSSI shares had been trading in the $22 to $25 range until Sasen sold the shares on the day the stock hit its lowest price to that point of $19.80. Under these prearranged trading plans, called 10b5-1 plans, executives must set the dates or prices of trades in advance and are prohibited from setting up a plan when they have material inside knowledge.
While Sasen was the top seller during the last several months, the low seller was treasurer David Klarner - who previously worked for PSS's former auditor Arthur Andersen, the accounting firm convicted in 2002 for obstructing justice in the Enron Corp. scandal. Klarner picked up about $41,900 for the sale of 2,016 shares.
Along with company stock and good salaries for PSSI executives, some apparently have been able to get their relatives on the company payroll. Sasen's son worked for about $159,000 in fiscal 2012, while chief service officer Bradley Hilton's father and two brothers earned more than $622,000 in fiscal 2012. No details on what they did in their non-executive roles.
Despite all the bad surprises, insider selling and debt burdening PSSI, investors certainly expect it to avoid the path taken by the book about the company. Company founder Patrick Kelly's book, "Faster Company," sold for $45 in 1998. Now it can be picked up for just one penny.
* Important Disclosure: Through its owners, TheStreetSweeper established a financial position in PSSI prior to the publication of this report and will profit on future declines in the share price. At the current time, TheStreetSweeper has sold a total of 124,203 shares of PSSI short at an average price of $22.66 a share. Going forward, TheStreetSweeper may choose to adjust the size of its PSSI investment -- by increasing, decreasing or covering its short position in the stock -- and will fully disclose the details of any future transactions as those trades occur.
* Update: TheStreetSweeper covered 41,800 shares of PSSI on Oct. 3 at an average price of $21.77 a share. Since then, TheStreetSweeper has executed the following transactions in the stock: covered 4,800 shares on Oct. 5 at $23.53 a share; covered 10,300 shares on Oct. 8 at $23.28 a share; covered 11,800 shares on Oct. 9 at $23.24 a share; covered 5,400 shares on Oct. 10 at $23.03 a share; covered 7,300 shares on Oct. 11 at $23.11 a share; covered 5,600 shares on Oct. 12 at $22.58 a share; and covered 5,300 shares on Oct. 15 at $22.18 a share. Following those transactions, TheStreetSweeper still has 32,108 shares of PSSI sold short at the present time.
As a matter of policy, TheStreetSweeper prohibits members of its editorial team from taking financial positions in any of the companies that they cover. To contact Sonya Colberg, the author of this story, please send an email to firstname.lastname@example.org.