WASHINGTON, D.C. 20549

~~________________________________________________~~

FORM 10-Q

~~________________________________________________~~


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2023~~

March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9810

Owens & Minor, Inc.

(Exact name of Registrant as specified in its charter)

	Virginia					54-1701843
~~Virginia~~					~~54-1701843~~
(State or other jurisdiction of incorporation or organization)					(I.R.S. Employer Identification No.)

	9120 Lockwood Boulevard Mechanicsville, Virginia	~~Mechanicsville~~	~~Virginia~~	23116
	(Address of principal executive offices)		(Zip Code)

	Post Office Box 27626, Richmond, Virginia			23261-7626
	(Mailing address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code ~~(804)~~ (804) 723-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $2 par value per share

OMI

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer”, “accelerated filer”, “smaller reporting company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Owens & Minor, Inc.’s common stock outstanding as of ~~July 31, 2023~~April 26, 2024 was ~~76,530,724~~76,499,288 shares.

Table of Contents

Owens & Minor, Inc. and Subsidiaries

Index


Part I. Financial Information		Page

Item 1.	Financial Statements	3
	Consolidated Statements of Operations—Three ~~and Six~~ Months Ended ~~June~~ 3 0 ~~, 2023~~March 31, 2024 and ~~2022~~2023	3
	Consolidated Statements of Comprehensive ~~(Loss) Income—~~Loss—Three ~~and Six~~ Months Ended ~~June~~ 3 0 ~~, 2023~~March 31, 2024 and ~~2022~~2023	4
	Consolidated Balance Sheets—~~June~~ 3 0 ~~, 2023~~March 31, 2024 and December 31, ~~2022~~2023	5
	Consolidated Statements of Cash Flows—~~Six~~ Three Months Ended ~~June~~ 3 0 ~~, 2023~~March 31, 2024 and ~~2022~~2023	6
	Consolidated Statements of Changes in Equity—Three an d ~~Six~~ Months Ended ~~June~~ 3 0 ~~, 2023~~March 31, 2024 and ~~2022~~2023	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32 29
Item 4.	Controls and Procedures	33 29

Part II. Other Information

Item 1.	Legal Proceedings	33 29
Item 1A.	Risk Factors	33 29
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	33 29
Item 5.	Other Information	34 29
Item 6.	Exhibits	30
	34Signatures	31

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands, except per share data) 2023 2022 2023 2022
Net revenue $ 2,563,226 $ 2,500,015 $ 5,086,075 $ 4,906,967
Cost of goods sold 2,043,794 1,967,510 4,069,336 4,001,014
Gross margin 519,432 532,505 1,016,739 905,953
Distribution, selling and administrative expenses 455,030 421,925 903,752 691,397
Acquisition-related charges and intangible amortization 22,203 37,276 44,392 79,410
Exit and realignment charges 28,963 1,214 44,637 2,896
Other operating expense (income), net 2,397 (2,995) 3,312 (3,894)
Operating income 10,839 75,085 20,646 136,144
Interest expense, net 40,728 35,839 82,926 47,858
Other expense, net 1,072 783 2,458 1,565
(Loss) income before income taxes (30,961) 38,463 (64,738) 86,721
Income tax (benefit) provision (2,720) 9,859 (12,079) 18,837
Net (loss) income $ (28,241) $ 28,604 $ (52,659) $ 67,884
Net (loss) income per common share:
Basic $ (0.37) $ 0.38 $ (0.70) $ 0.92
Diluted $ (0.37) $ 0.37 $ (0.70) $ 0.89


	Three Months Ended
	March 31,
(in thousands, except per share data)	2024		2023
Net revenue	$	2,612,680	$	2,522,849
Cost of goods sold		2,077,151		2,025,542
Gross profit		535,529		497,307
Distribution, selling and administrative expenses		477,613		448,722
Acquisition-related charges and intangible amortization		20,313		22,188
Exit and realignment charges, net		27,356		15,674
Other operating expense, net		551		916
Operating income		9,696		9,807
Interest expense, net		35,655		42,198
Other expense, net		1,153		1,387
Loss before income taxes		(27,112)		(33,778)
Income tax benefit		(5,226)		(9,360)
Net loss	$	(21,886)	$	(24,418)

Net loss per common share
Basic	$	(0.29)	$	(0.32)
Diluted	$	(0.29)	$	(0.32)

See accompanying notes to consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Comprehensive ~~(Loss) Income~~

Loss

(unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2023 2022 2023 2022
Net (loss) income $ (28,241) $ 28,604 $ (52,659) $ 67,884
Other comprehensive income (loss) net of tax:
Currency translation adjustments (5,167) (18,831) (49) (19,618)
Change in unrecognized net periodic pension costs 136 297 (11) 486
Change in gains and losses on derivative instruments 3,299 2,764 (78) 2,764
Total other comprehensive loss, net of tax (1,732) (15,770) (138) (16,368)
Comprehensive (loss) income $ (29,973) $ 12,834 $ (52,797) $ 51,516


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Net loss	$	(21,886)	$	(24,418)
Other comprehensive (loss) income net of tax:
Currency translation adjustments		(13,266)		5,118
Change in unrecognized net periodic pension costs		235		(147)
Change in gains and losses on derivative instruments		1,412		(3,377)
Total other comprehensive (loss) income, net of tax		(11,619)		1,594
Comprehensive loss	$	(33,505)	$	(22,824)

See accompanying notes to consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Consolidated Balance Sheets

(unaudited)

June 30, December 31,
(in thousands, except per share data) 2023 2022
Assets
Current assets
Cash and cash equivalents $ 286,307 $ 69,467
Accounts receivable, net of allowances of $9,270 and $9,063 672,511 763,497
Merchandise inventories 1,168,227 1,333,585
Other current assets 135,409 128,636
Total current assets 2,262,454 2,295,185
Property and equipment, net of accumulated depreciation of $510,394 and $450,286 559,508 578,269
Operating lease assets 292,809 280,665
Goodwill 1,637,149 1,636,705
Intangible assets, net 403,020 445,042
Other assets, net 133,060 150,417
Total assets $ 5,288,000 $ 5,386,283
Liabilities and equity
Current liabilities
Accounts payable $ 1,194,173 $ 1,147,414
Accrued payroll and related liabilities 92,264 93,296
Other current liabilities 405,204 325,756
Total current liabilities 1,691,641 1,566,466
Long-term debt, excluding current portion 2,309,853 2,482,968
Operating lease liabilities, excluding current portion of $86,437 and $76,805 214,905 215,469
Deferred income taxes 55,354 60,833
Other liabilities 120,018 114,943
Total liabilities 4,391,771 4,440,679
Commitments and contingencies
Equity
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 76,440 shares and 76,279 shares as of June 30, 2023 and December 31, 2022 152,880 152,557
Paid-in capital 421,993 418,894
Retained earnings 357,349 410,008
Accumulated other comprehensive loss (35,993) (35,855)
Total equity 896,229 945,604
Total liabilities and equity $ 5,288,000 $ 5,386,283


	March 31,		December 31,
(in thousands, except per share data)	2024		2023
Assets
Current assets
Cash and cash equivalents	$	244,866	$	243,037
Accounts receivable, net of allowances of $7,005 and $7,861		669,861		598,257
Merchandise inventories		1,144,597		1,110,606
Other current assets		177,020		150,890
Total current assets		2,236,344		2,102,790
Property and equipment, net of accumulated depreciation and amortization of $546,326 and $546,397		501,385		543,972
Operating lease assets		349,984		296,533
Goodwill		1,635,368		1,638,846
Intangible assets, net		342,593		361,835
Other assets, net		142,319		149,346
Total assets	$	5,207,993	$	5,093,322
Liabilities and equity
Current liabilities
Accounts payable	$	1,218,817	$	1,171,882
Accrued payroll and related liabilities		79,480		116,398
Current portion of long-term debt		207,658		206,904
Other current liabilities		427,136		396,701
Total current liabilities		1,933,091		1,891,885
Long-term debt, excluding current portion		1,946,005		1,890,598
Operating lease liabilities, excluding current portion		276,327		222,429
Deferred income taxes, net		34,437		41,652
Other liabilities		123,265		122,592
Total liabilities		4,313,125		4,169,156
Commitments and contingencies
Equity
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 76,449 shares and 76,546 shares		152,897		153,092
Paid-in capital		438,587		434,185
Retained earnings		346,821		368,707
Accumulated other comprehensive loss		(43,437)		(31,818)
Total equity		894,868		924,166
Total liabilities and equity	$	5,207,993	$	5,093,322

See accompanying notes to consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

Six Months Ended June 30,
(in thousands) 2023 2022
Operating activities:
Net (loss) income $ (52,659) $ 67,884
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization 142,988 97,286
Share-based compensation expense 11,675 11,210
(Benefit) provision for losses on accounts receivable (900) 4,512
Loss on extinguishment of debt 843 —
Deferred income tax (benefit) provision (6,758) 1,601
Changes in operating lease right-of-use assets and lease liabilities (3,077) 606
(Gain) loss on sale and dispositions of property and equipment (18,563) 226
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable 90,203 16,275
Merchandise inventories 165,651 (24,438)
Accounts payable 52,159 12,349
Net change in other assets and liabilities 82,954 (23,945)
Other, net 6,994 5,958
Cash provided by operating activities 471,510 169,524
Investing activities:
Acquisition, net of cash acquired — (1,684,607)
Additions to property and equipment (92,750) (62,236)
Additions to computer software (8,229) (3,463)
Proceeds from sale of property and equipment 35,729 5,846
Other, net (418) (839)
Cash used for investing activities (65,668) (1,745,299)
Financing activities:
Borrowings under amended Receivables Financing Agreement 348,200 347,800
Repayments under amended Receivables Financing Agreement (444,200) (402,800)
Repayments of debt (78,301) (1,500)
Proceeds from issuance of debt — 1,691,000
Borrowings under revolving credit facility, net and Receivables Financing Agreement — 30,000
Financing costs paid — (41,479)
Other, net (8,819) (42,388)
Cash (used for) provided by financing activities (183,120) 1,580,633
Effect of exchange rate changes on cash, cash equivalents and restricted cash 196 (3,864)
Net increase in cash, cash equivalents and restricted cash 222,918 994
Cash, cash equivalents and restricted cash at beginning of period 86,185 72,035
Cash, cash equivalents and restricted cash at end of period $ 309,103 $ 73,029
Supplemental disclosure of cash flow information:
Income taxes (received) paid, net $ (10,506) $ 25,782
Interest paid $ 78,625 $ 32,417
Noncash investing activity:
Unpaid purchases of property and equipment and computer software at end of period $ 65,808 $ 56,429


	Three Months Ended March 31,
(in thousands)	2024		2023
Operating activities:
Net loss	$	(21,886)	$	(24,418)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		74,095		70,926
Share-based compensation expense		6,866		6,463
Provision (benefit) for losses on accounts receivable		181		(521)
Loss on extinguishment of debt		—		564
Deferred income tax benefit		(3,659)		(591)
Changes in operating lease right-of-use assets and lease liabilities		1,139		(225)
Gain on sale and dispositions of property and equipment		(15,619)		(8,269)
Changes in operating assets and liabilities:
Accounts receivable		(75,144)		5,240
Merchandise inventories		(35,412)		45,832
Accounts payable		52,926		23,082
Net change in other assets and liabilities		(39,617)		36,483
Other, net		3,168		3,832
Cash (used for) provided by operating activities		(52,962)		158,398
Investing activities:
Additions to property and equipment		(45,997)		(46,150)
Additions to computer software		(3,411)		(5,340)
Proceeds from sale of property and equipment		49,538		17,306
Other		(2,000)		—
Cash used for investing activities		(1,870)		(34,184)
Financing activities:
Borrowings under amended Receivables Financing Agreement		205,000		232,100
Repayments under amended Receivables Financing Agreement		(139,300)		(328,100)
Repayments of term loans		(4,625)		(26,500)
Other, net		(7,755)		(4,989)
Cash provided by (used for) financing activities		53,320		(127,489)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(618)		284
Net decrease in cash, cash equivalents and restricted cash		(2,130)		(2,991)
Cash, cash equivalents and restricted cash at beginning of period		272,924		86,185
Cash, cash equivalents and restricted cash at end of period	$	270,794	$	83,194
Supplemental disclosure of cash flow information:
Income taxes paid, net	$	2,365	$	2,405
Interest paid	$	18,211	$	32,536
Noncash investing activity:
Unpaid purchases of property and equipment and computer software at end of period	$	69,368	$	64,658

See accompanying notes to consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

(unaudited)

(in thousands, except per share data) Common
Shares
Outstanding
Common
Stock
($2 par value )
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive Loss Total
Equity
Balance, December 31, 2022 76,279 $ 152,557 $ 418,894 $ 410,008 $ (35,855) $ 945,604
Net loss — — — (24,418) — (24,418)
Other comprehensive income — — — — 1,594 1,594
Share-based compensation expense, exercises and other (83) (166) 1,786 — — 1,620
Balance, March 31, 2023 76,196 152,391 420,680 385,590 (34,261) 924,400
Net loss — — — (28,241) — (28,241)
Other comprehensive loss — — — — (1,732) (1,732)
Share-based compensation expense, exercises and other 244 489 1,313 — — 1,802
Balance, June 30, 2023 76,440 $ 152,880 $ 421,993 $ 357,349 $ (35,993) $ 896,229
Balance, December 31, 2021 75,433 $ 150,865 $ 440,608 $ 387,619 $ (40,591) $ 938,501
Net income — — — 39,279 — 39,279
Other comprehensive loss — — — — (598) (598)
Share-based compensation expense, exercises and other 653 1,307 (30,867) — — (29,560)
Balance, March 31, 2022 76,086 152,172 409,741 426,898 (41,189) 947,622
Net income — — — 28,604 — 28,604
Other comprehensive loss — — — — (15,770) (15,770)
Share-based compensation expense, exercises and other 85 171 (1,968) — — (1,797)
Balance, June 30, 2022 76,171 $ 152,343 $ 407,773 $ 455,502 $ (56,959) $ 958,659


		Common						Accumulated
	Common	Stock						Other
	Shares	($2 par		Paid-In		Retained		Comprehensive		Total
(in thousands, except per share data)	Outstanding	value)		Capital		Earnings		Loss		Equity
Balance, December 31, 2023	76,546	$	153,092	$	434,185	$	368,707	$	(31,818)	$	924,166
Net loss	—		—		—		(21,886)		—		(21,886)
Other comprehensive loss	—		—		—		—		(11,619)		(11,619)
Share-based compensation expense, exercises and other	(97)		(195)		4,402		—		—		4,207
Balance, March 31, 2024	76,449	$	152,897	$	438,587	$	346,821	$	(43,437)	$	894,868

Balance, December 31, 2022	76,279	$	152,557	$	418,894	$	410,008	$	(35,855)	$	945,604
Net loss	—		—		—		(24,418)		—		(24,418)
Other comprehensive income	—		—		—		—		1,594		1,594
Share-based compensation expense, exercises and other	(83)		(166)		1,786		—		—		1,620
Balance, March 31, 2023	76,196	$	152,391	$	420,680	$	385,590	$	(34,261)	$	924,400

See accompanying notes to consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except per share data, unless otherwise indicated)

Note 1—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments ~~(which are comprised only of normal recurring accruals and use of estimates)~~ necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year.

~~Our~~

We report our business ~~has~~under two distinct segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services ~~provides~~segment includes our United States (U.S.) distribution division (Medical Distribution), including outsourced logistics and value-added services and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. The Patient Direct ~~expands~~segment includes our ~~business along the continuum of care through delivery of disposable medical supplies sold directly to patients and home health agencies and is a leading provider of integrated~~ home healthcare ~~equipment~~divisions (Byram and ~~related services in the United States.~~

~~Reclassifications~~

~~Certain prior year amounts have been reclassified to conform to the current year presentation.~~

Apria).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in North America, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022 primarily represents~~2023 includes cash held in an escrow account as required by the Centers for Medicare & Medicaid Services in conjunction with the Bundled Payments for Care Improvement initiatives related to wind-down costs of ~~Fusion5. Restricted cash~~Fusion5, as ~~of June 30, 2023 also includes $6.4~~well as $9.5 million and $13.5 million of cash deposits received subject to limitations on use until remitted to a third-party financial institution (the Purchaser), pursuant to the Master Receivables Purchase Agreement (RPA).

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows.

June 30, 2023 December 31, 2022
Cash and cash equivalents $ 286,307 $ 69,467
Restricted cash included in Other current assets 22,796 —
Restricted cash included in Other assets, net — 16,718
Total cash, cash equivalents, and restricted cash $ 309,103 $ 86,185


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	244,866	$	243,037
Restricted cash included in Other current assets		25,928		29,887
Total cash, cash equivalents, and restricted cash	$	270,794	$	272,924

Rental Revenue

Within our Patient Direct segment, revenues are recognized under fee-for-service arrangements for equipment we rent to patients and sales of equipment, supplies and other items we sell to patients. Revenue that is generated from equipment that we rent to patients is primarily recognized over the noncancelable rental period, typically one month, and commences on delivery of the equipment to the patients. Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare,

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Medicaid and patients. Rental re~~venue,~~revenue, less estimated a~~djustments,~~adjustments, is recognized as earned on a straight-line basis over the ~~noncancellable~~noncancelable lease term. We recorded ~~$175~~$147 million and ~~$144~~$172 million for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022 and $346 million and $151 million for the six months ended June 30, 2023 and 2022~~ in revenue related to equipment we rent to patients.

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Sales of Accounts Receivable

On March 14, 2023, we entered into the RPA, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $200 million are sold, on a limited-recourse basis, to the Purchaser in exchange for cash. As of ~~June 30,~~March 31, 2024 and December 31, 2023, there were a total of ~~$115~~$103 million and $124 million of uncollected accounts receivable, that had been sold and removed from our consolidated balance ~~sheet.~~sheets. We account for these transactions as sales ~~in accordance with ASC 860, Transfers and Servicing,~~ with the sold receivables removed from our consolidated balance sheets. Under the RPA, we provide certain servicing and collection actions on behalf of the Purchaser; however, we do not maintain any beneficial interest in the accounts receivable sold.

Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances, in the consolidated balance sheets. Cash received from the sale of accounts receivable, net of payments made to the Purchaser, is reflected as cash provided by operating activities in the consolidated statements of cash flows. Total accounts receivable sold under the RPA were ~~$412~~$515 million for the three ~~and six~~ months ended ~~June 30, 2023.~~March 31, 2024. During the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, we received net cash proceeds of ~~$409~~$512 million from the sale of accounts receivable under the RPA and collected ~~$297~~$536 million of the sold accounts receivable. No accounts receivables were sold under the RPA for the three months ended March 31, 2023. The losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, ~~(income),~~ net in the consolidated statements of operations were ~~$2.9~~$3.3 million and ~~$3.6~~$0.8 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023. The RPA is separate and distinct from the accounts receivable securitization program (the Receivables Financing Agreement).

Note 2—Fair Value

Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3).

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 65 for the fair value of debt. The fair value of our derivative contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 87 for the fair value of derivatives.

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Our acquisitions may include contingent consideration as part of the purchase price. The fair value of contingent consideration is estimated as of the acquisition date and at the end of each subsequent reporting period based on the present value of the contingent payments to be made using a weighted probability of possible payments (Level 3). Subsequent changes in fair value are recorded as adjustments to acquisition-related charges and intangible amortization within the consolidated statements of operations.

Note 3—~~Acquisition~~

On March 29, 2022 (the Acquisition Date), we completed the acquisition (the Apria Acquisition) of 100% of Apria Inc. (Apria) pursuant to the Agreement and Plan of Merger dated January 7, 2022, in exchange for approximately $1.7 billion, net of $144 million of cash acquired. The purchase was funded with a combination of debt and cash on hand. Apria is a leading provider of integrated home healthcare equipment and related services in the United States. This division is reported as part of the Patient Direct segment.

The following table presents the final fair value of the assets acquired and liabilities assumed recognized as of the Acquisition Date. The fair value and useful lives of tangible and intangible assets acquired were determined based on various valuation methods, including the income and cost approach, using several significant unobservable inputs including, but not limited to projected cash flows and a discount rate. These inputs are considered Level 3 inputs.

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	~~Fair Value as of Acquisition Date~~
~~Assets acquired:~~
~~Current assets~~	$	~~139,560~~
~~Goodwill~~	~~1,251,347~~
~~Intangible assets~~	~~315,300~~
~~Other non-current assets~~	~~354,237~~
~~Total assets~~	$	~~2,060,444~~
~~Liabilities assumed:~~
~~Current liabilities~~	$	~~247,276~~
~~Noncurrent liabilities~~	~~128,561~~
~~Total liabilities~~	~~375,837~~
~~Fair value of net assets acquired, net of cash~~	$	~~1,684,607~~

Current assets acquired include $88.7 million in fair value of receivables, which reflects the approximate amount contractually owed. We are amortizing the fair value of acquired intangible assets, primarily customer relationships, including payor and capitated relationships, and trade names over their estimated weighted average useful lives of ~~one~~ ~~to 15 years.~~

Goodwill of $1.3 billion, which we assigned to our Patient Direct segment, consists largely of expected opportunities to expand into new markets and further develop a presence in the home healthcare business. Approximately $33 million of the goodwill is deductible for income tax purposes.

The following table provides pro forma results of net revenue and net loss for the three and six months ended June 30, 2022 as if Apria was acquired on January 1, 2022, based on the final purchase price allocation. The pro forma results below are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future.

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022
Net revenue $ 2,500,015 $ 5,184,080
Net income (loss) $ 34,408 $ (44,454)

Pro forma net income of $34.4 million for the three months ended June 30, 2022 includes a pro forma adjustment for amortization of intangible assets, net of tax of ($5.8) million. Pro forma net loss of $44.5 million for the six months ended June 30, 2022 includes pro forma adjustments for interest expense of $15.4 million, net of tax and amortization of intangible assets, net of tax of $3.1 million. The pro forma net loss also includes $39.4 million in seller transaction expenses and stock compensation expense associated with $108 million owed to the holders of Apria stock awards in connection with the Apria Acquisition.

Acquisition-related charges within acquisition-related charges and intangible amortization presented in our consolidated statements of operations were $1.3 million and $6.4 million for the three months ended June 30, 2023 and 2022 and $2.5 million and $38.3 million for the six months ended June 30, 2023 and 2022.

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~~Note 4—~~Goodwill and Intangible Assets

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill ~~through June 30, 2023:~~

Patient Direct Products & Healthcare Services Consolidated
Carrying amount of goodwill, December 31, 2022 $ 1,533,670 $ 103,035 $ 1,636,705
Acquisition adjustment 1,582 — 1,582
Currency translation adjustments — (1,138) (1,138)
Carrying amount of goodwill, June 30, 2023 $ 1,535,252 $ 101,897 $ 1,637,149

at March 31, 2024:


			Products &
			Healthcare
	Patient Direct		Services		Consolidated
Carrying amount of goodwill, December 31, 2023	$	1,535,252	$	103,594	$	1,638,846
Currency translation adjustments		—		(3,478)		(3,478)
Carrying amount of goodwill, March 31, 2024	$	1,535,252	$	100,116	$	1,635,368

Intangible assets subject to amortization, which exclude indefinite-lived intangible assets, at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were as follows:

June 30, 2023 December 31, 2022
Customer
Relationships Tradenames Other
Intangibles Customer
Relationships Tradenames Other
Intangibles
Gross intangible assets $ 446,344 $ 202,000 $ 73,184 $ 447,107 $ 202,000 $ 73,181
Accumulated amortization (224,154) (59,874) (34,480) (197,540) (50,094) (29,612)
Net intangible assets $ 222,190 $ 142,126 $ 38,704 $ 249,567 $ 151,906 $ 43,569
Weighted average useful life 13 years 10 years 6 years 13 years 10 years 6 years


	March 31, 2024						December 31, 2023
	Customer				Other		Customer				Other
	Relationships		Tradenames		Intangibles		Relationships		Tradenames		Intangibles
Gross intangible assets	$	397,193	$	202,000	$	73,055	$	433,750	$	202,000	$	73,958
Accumulated amortization		(213,793)		(74,544)		(43,318)		(236,791)		(69,655)		(41,427)
Net intangible assets	$	183,400	$	127,456	$	29,737	$	196,959	$	132,345	$	32,531
Weighted average useful life		14 years		10 years		6 years		13 years		10 years		6 years

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, $279~~2023, $236 million and ~~$308~~$250 million in net intangible assets were held in the Patient Direct segment and ~~$124~~$107 million and ~~$137~~$112 million were held in the Products & Healthcare Services segment. Amortization expense for intangible assets was ~~$20.9~~$20.3 million and ~~$30.9~~$20.9 million for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022 and $41.8 million and $41.2 million for the six months ended June 30, 2023 and 2022.~~

2023.

As of ~~June 30, 2023,~~March 31, 2024, based on the current carrying value of intangible assets subject to amortization, estimated amortization expense were as follows:


Year
2024 (remainder)	$	44,080
2025		54,389
2026		50,036
2027		41,687
2028		32,008
Thereafter		118,393
Total future amortization	$	340,593

Year
2023 (remainder) $ 41,489
2024 65,285
2025 55,157
2026 53,721
2027 46,878
2028 28,867

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Note 5—4—Exit and Realignment Costs

We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain facilities, IT strategic initiatives and ~~IT restructuring charges.~~other strategic actions. These charges also include costs associated with our Operating Model Realignment Program, which include professional fees, severance and other costs to streamline functions and processes.

Exit and realignment charges, net were ~~$29.0~~$27.4 million and ~~$1.2~~$15.7 million for the three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022 and $44.6 million and $2.9 million for six months ended June 30, 2023 and 2022.~~2023. These amounts are excluded from our ~~segments~~segments’ operating income. ~~We expect material additional costs in 2023~~

During the three months ended March 31, 2024, exit and realignment charges, net included a gain of $7.4 million associated with the sale of our corporate headquarters and $34.7 million in charges under our Operating Model Realignment Program and IT ~~restructuring charges.~~

strategic initiatives. We expect to incur material future costs relating to our Operating Model Realignment Program and IT strategic initiatives, which we are not able to reasonably estimate.

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The following table summarizes the activity related to exit and realignment cost accruals, which are classified as other current liabilities in our consolidated balance sheets, through ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Total
Accrued exit and realignment costs, December 31, 2023	$	20,047
Provision for exit and realignment activities:
Severance		184
Professional fees		25,625
Other		2,493
Cash payments		(11,728)
Accrued exit and realignment costs, March 31, 2024	$	36,621

Accrued exit and realignment costs, December 31, 2022	$	969
Provision for exit and realignment activities:
Severance		4,127
Professional fees		9,012
Other		2,535
Cash payments		(5,546)
Accrued exit and realignment costs, March 31, 2023	$	11,097

In addition to the exit and realignment accruals in the preceding table and the $7.4 million gain associated with the sale of our corporate headquarters, we also incurred $6.5 million of costs that were expensed as incurred for the three months ended March 31, 2024, which primarily related to accelerated depreciation of certain assets held in our Products & Healthcare Services segment.


	~~Total~~
~~Accrued exit and realignment costs, December 31, 2022~~	$	~~969~~
~~Provision for exit and realignment activities:~~
~~Severance~~	~~4,127~~
~~Professional fees~~	~~9,012~~
~~Vendor contract and lease termination costs~~	~~1,824~~
~~Other~~	~~711~~
~~Cash payments~~	~~(5,546)~~
~~Accrued exit and realignment costs, March 31, 2023~~	~~11,097~~
~~Provision for exit and realignment activities:~~
~~Severance~~	~~505~~
~~Professional fees~~	~~22,953~~
~~Vendor contract and lease termination costs~~	~~1,707~~
~~Other~~	~~3,798~~
~~Cash payments~~	~~(20,196)~~
~~Accrued exit and realignment costs, June 30, 2023~~	$	~~19,864~~

~~Accrued exit and realignment costs, December 31, 2021~~	$	~~8,306~~
~~Provision for exit and realignment activities:~~
~~Severance~~	~~811~~
~~Other~~	~~871~~
~~Cash payments~~	~~(6,903)~~
~~Accrued exit and realignment costs, March 31, 2022~~	~~3,085~~
~~Provision for exit and realignment activities:~~
~~Severance~~	~~246~~
~~Other~~	~~968~~
~~Cash payments~~	~~(3,477)~~
~~Accrued exit and realignment costs, June 30, 2022~~	$	~~822~~

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Note 6—5—Debt

Debt, net of unamortized deferred financing costs, consists of the following:

June 30, 2023 December 31, 2022
Carrying
Amount Estimated
Fair Value Carrying
Amount Estimated
Fair Value
4.375% Senior Notes, due December 2024 $ 245,659 $ 240,032 $ 245,510 $ 237,772
Receivables Securitization Program — — 93,142 96,000
Term Loan A 454,349 452,060 490,816 485,000
4.500% Senior Notes, due March 2029 492,703 417,752 492,762 396,625
Term Loan B 546,014 563,203 576,587 597,733
6.625% Senior Notes, due April 2030 579,023 538,085 585,180 516,060
Finance leases and other 16,508 16,508 16,877 16,877
Total debt 2,334,256 2,227,640 2,500,874 2,346,067
Less current maturities (24,403) (24,403) (17,906) (17,906)
Long-term debt $ 2,309,853 $ 2,203,237 $ 2,482,968 $ 2,328,161


	March 31, 2024				December 31, 2023
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
4.375% Senior Notes, due December 2024	$	171,306	$	169,816	$	171,232	$	168,754
Receivables Financing Agreement		64,438		65,700		—		—
Term Loan A		385,003		389,513		387,591		390,668
4.500% Senior Notes, due March 2029		473,162		438,337		472,869		422,647
Term Loan B		502,481		518,722		503,212		518,293
6.625% Senior Notes, due April 2030		540,947		547,661		540,445		529,472
Finance leases and other		16,326		16,326		22,153		22,153
Total debt		2,153,663		2,146,075		2,097,502		2,051,987
Less current maturities		(207,658)		(207,658)		(206,904)		(206,904)
Long-term debt	$	1,946,005	$	1,938,417	$	1,890,598	$	1,845,083

We have ~~$246~~$171 million of 4.375% senior notes due in December 2024 (the 2024 Notes), with interest payable semi-annually. The 2024 Notes were sold at 99.6% of the principal amount with an effective yield of 4.422%. We have the option to redeem the 2024 Notes in part or in whole prior to maturity at a redemption price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments discounted at the applicable Benchmark Treasury Rate (as ~~defined)~~defined in the Indenture which governs the 2024 Notes) plus 30 basis points.

On March 29, 2022, we entered into a Security Agreement Supplement pursuant to which the Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 was supplemented to grant collateral on behalf of the holders of the 2024 Notes, and the parties secured under the credit agreements ~~(the Secured Parties)~~ including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Grantors (as defined in the Security Agreement) in the Grantors’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Grantors, subject to certain exceptions.

~~On March 29, 2022, we entered into an amendment to our Receivables Financing Agreement.~~

The ~~amended~~ Receivables Financing Agreement has a maximum borrowing capacity of $450 million. The interest rate under the Receivables Financing Agreement is based on a spread over a benchmark SOFR rate (as described in the Fourth Amendment to the Receivables Financing Agreement, as further amended by the Fifth Amendment to the Receivables Financing Agreement). Under the Receivables Financing Agreement, certain of our accounts receivable balances are sold to our wholly owned special purpose entity, O&M Funding LLC. The Receivables Financing Agreement matures in March 2025.

We had $65.7 million in principal outstanding and no borrowings at ~~June 30, 2023~~March 31, 2024 and ~~$96.0 million outstanding at~~ December 31, ~~2022~~2023 under our Receivables Financing Agreement. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had maximum revolving borrowing capacity of ~~$450~~$384 million and ~~$354~~$450 million under our Receivables Financing Agreement.

On March 29, 2022, we entered into a term loan credit agreement with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (the Credit Agreement) that provides for two ~~new~~ credit facilities (i) a $500 million Term Loan A facility (the Term Loan A), and (ii) a $600 million Term Loan B facility (the Term Loan B). The interest rate on the Term Loan A is based on the sum of either Term SOFR or the Base Rate and an Applicable Rate which varies depending on the current Debt Ratings or Total Leverage Ratio, determined as to whichever shall result in more favorable pricing to the Borrowers (each as defined in the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate. The Term Loan A will mature in March 2027 and the Term Loan B will mature in March 2029. In addition to our scheduled principal payments of $3.1 million on the Term Loan A and $3.0 million on the Term Loan B, we made unscheduled principal payments of $35 million on Term Loan A and $30 million on Term Loan B during the six months ended June 30, 2023.

On March 10, 2021, we issued $500 million of 4.500% senior unsecured notes due in March 2029 (the 2029 Unsecured Notes), with interest payable semi-annually (the Notes Offering). The 2029 Unsecured Notes were sold at

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100% of the principal amount with an effective yield of 4.500%. We may redeem all or part of the 2029 Unsecured Notes prior to March 31, 2024, at a price equal to 100% of the principal amount of the 2029 Unsecured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium, as described in the Indenture dated March 10, 2021 (the Indenture). On or after March 31, 2024, we may redeem all or part of the 2029 Unsecured Notes at the

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applicable redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may also redeem up to 40% of the aggregate principal amount of the 2029 Unsecured Notes at any time prior to March 31, 2024, at a redemption price equal to 104.5% with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

On March 29, 2022, we ~~completed the sale of~~issued $600 million ~~in aggregate principal amount~~ of ~~our~~ 6.625% senior unsecured notes due in April 2030 (the 2030 Unsecured Notes), with interest payable semi-annually. The 2030 Unsecured Notes were sold at 100% of the principal amount with an effective yield of 6.625%. We may redeem all or part of the 2030 Unsecured Notes, prior to April 1, 2025, at a price equal to 100% of the principal amount of the 2030 Unsecured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium, as described in the Indenture dated March 29, 2022 (the New Indenture). From and after April 1, 2025, we may redeem all or part of the 2030 Unsecured Notes at the applicable redemption prices described in the New Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. We may also redeem up to 40% of the aggregate principal amount of the 2030 Unsecured Notes at any time prior to April 1, 2025, at a redemption price equal to 106.625% with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 2029 Unsecured Notes and the 2030 Unsecured Notes are subordinated to any of our secured indebtedness, including indebtedness under our credit agreements.

~~On March 29, 2022, we entered into an amendment to our~~

We have a revolving credit agreement ~~dated as of March 10, 2021~~ with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (Revolving Credit Agreement). with a maximum borrowing capacity of $450 million. The ~~amendment (i) increased the aggregate revolving credit commitments~~interest rate under ~~the~~our Revolving Credit Agreement ~~by $150 million, to an aggregate amount of $450 million and (ii) replaced the Eurocurrency Rate with~~is based on the Adjusted Term SOFR Rate ~~(each as~~(as defined in the Revolving Credit Agreement). The Revolving Credit Agreement matures in March 2027.

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, our Revolving Credit Agreement was undrawn, and we had letters of credit, which reduce Revolver availability, totaling ~~$27.9~~$26.7 million and $27.4 million, leaving ~~$422~~$423 million available for ~~borrowing.~~borrowing at the end of each period. We also had letters of credit and bank guarantees which support certain leased facilities as well as other normal business activities in the ~~United States~~U.S. and Europe that were issued outside of the Revolving Credit Agreement for ~~$2.1 million and $2.3~~$3.0 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~

2023.

The Revolving Credit Agreement, the Credit Agreement, the Receivables Financing Agreement, the 2024 Notes, the 2029 Unsecured Notes and the 2030 Unsecured Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at ~~June 30, 2023.~~

March 31, 2024.

As of ~~June 30, 2023,~~March 31, 2024, scheduled future principal payments of debt, excluding finance leases and other, were as follows:


Year
2024 (remainder)	$	194,572
2025		106,075
2026		43,500
2027		305,375
2028		6,000
2029		965,654
2030		552,189

Year
2023 (remainder) $ 9,250
2024 273,855
2025 40,375
2026 43,500
2027 367,875
2028 6,000
2029 1,028,845
2030 592,670

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Of the ~~$274~~$195 million due in 2024, ~~$254~~$179 million is due in December 2024. Current maturities at ~~June 30, 2023~~March 31, 2024 include ~~$15.6~~$171 million in principal payments on our 2024 Notes, $25.0 million in principal payments on our Term Loan A, $6.0 million in principal payments on our Term Loan B, and ~~$2.8~~$5.3 million in current portion of finance ~~leases.~~

leases and other.

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Note 7—6—Retirement Plans

We have a frozen noncontributory, unfunded retirement plan for certain retirees in the ~~United States~~U.S. (U.S. Retirement Plan). As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the accumulated benefit obligation of the U.S. Retirement Plan was ~~$38.5~~$33.7 million and ~~$39.3~~$34.1 million. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective teammates.

The components of net periodic benefit cost for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ were as follows:

Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Service cost $ 446 $ 617 $ 887 $ 1,250
Interest cost 714 519 1,423 1,042
Recognized net actuarial loss 123 267 246 534
Net periodic benefit cost $ 1,283 $ 1,403 $ 2,556 $ 2,826


	Three Months Ended
	March 31,
	2024		2023
Service cost	$	458	$	441
Interest cost		645		710
Recognized net actuarial loss		81		123
Net periodic benefit cost	$	1,184	$	1,274

Note 8—7—Derivatives

We are directly and indirectly affected by changes in foreign currency, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes.

We enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability.

We pay interest on our Credit Agreement which fluctuates based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates on our term loans, we entered into an interest rate swap agreement whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreement are included in interest expense, net.

We determine the fair value of our foreign currency derivatives and interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. All derivatives are carried at fair value in our consolidated balance sheets. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items.

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The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of ~~June 30, 2023:~~

Derivative Assets Derivative Liabilities
Notional Amount Maturity Date Classification Fair Value Classification Fair Value
Cash flow hedges
Interest rate swaps $ 350,000 March 2027 Other assets, net $ 15,355 Other liabilities $ —
Economic (non-designated) hedges
Foreign currency contracts $ 76,916 July - August 2023 Other current assets $ 269 Other current liabilities $ 2

March 31, 2024:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

300,000

March 2027

Other assets, net

10,356

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

69,335

April 2024

Other current assets

129

Other current liabilities

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, ~~2022:~~

2023:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

350,000

March 2027

Other assets, net

8,447

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

78,436

January 2024

Other current assets

1,043

Other current liabilities

—

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Derivative Assets Derivative Liabilities
Notional Amount Maturity Date Classification Fair Value Classification Fair Value
Cash flow hedges
Interest rate swaps $ 400,000 March 2027 Other assets, net $ 15,461 Other liabilities $ —
Economic (non-designated) hedges
Foreign currency contracts $ 58,321 January 2023 Other current assets $ 440 Other current liabilities $ 42

The notional amount of the interest rate swaps represents the amount in effect at the end of the period. Based on contractual terms, the notional amount will decrease in increments of $50 million on the last business day of March of each year until the maturity date.

The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three ~~and six~~ months ended ~~June 30, 2023:~~

Amount of Gain Recognized in Other Comprehensive Income (Loss) Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Income
Three months ended June 30, 2023 Six months ended June 30, 2023 Three months ended June 30, 2023 Six months ended June 30, 2023 Three months ended June 30, 2023 Six months ended June 30, 2023
Interest rate swaps $ 6,792 $ 4,405 Interest expense, net $ (40,728) $ (82,926) $ 2,335 $ 4,511

March 31, 2024:



	Amount of Gain Recognized in Other Comprehensive Income (Loss)		Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	4,557	Interest expense, net	$	(35,655)	$	2,649

The amount of ineffectiveness associated with these contracts was immaterial for the period presented.

The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three ~~and six~~ months ended ~~June 30, 2022:~~March 31, 2023:



		Amount of Loss Recognized in Other Comprehensive Income (Loss)	Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income		Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	(2,387)	Interest expense, net	$	(42,198)	$	2,176

Amount of Gain Recognized in Other Comprehensive Income (Loss) Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income
Three months ended June 30, 2022 Six months ended June 30, 2022 Three months ended June 30, 2022 Six months ended June 30, 2022 Three months ended June 30, 2022 Six months ended June 30, 2022
Interest rate swaps $ 2,044 $ 2,044 Interest expense, net $ (35,839) $ (47,858) $ (1,692) $ (1,692)

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The amount of ineffectiveness associated with these contracts was immaterial for the ~~periods~~period presented.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, we recognized a loss of ~~$0.9~~$4.2 million and no gain (loss) associated with our economic (non-designated) foreign currency contracts. ~~For the three and six months ended June 30, 2022, we recognized losses of $1.3 million and $1.4 million associated with our economic (non-designated) foreign currency contracts.~~

We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating expense, ~~(income),~~ net for our foreign exchange contracts.

Note 9—8—Income Taxes

The effective tax rate was ~~8.8% and 18.7%~~19.3% for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~25.6% and 21.7%~~27.7% in the same ~~periods~~period of ~~2022.~~2023. The change in these rates ~~resulted~~were primarily from changes in ~~income~~results of operations in the jurisdictions in which we operate and ~~losses.~~

changes in forecasted results reflected in the tax rates.

The liability for unrecognized tax benefits was ~~$22.7~~$22.8 million at ~~June 30, 2023~~March 31, 2024 and ~~$22.5~~$22.7 million at December 31, ~~2022.~~2023. Included in the liability at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were $2.7 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

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On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Service (IRS) regarding our 2015 and 2016 consolidated income tax returns. On June 30, 2021, we received a NOPA from the IRS regarding our 2017 and 2018 consolidated income tax returns. Within the NOPAs, the IRS has asserted that our taxable income for the aforementioned years should be higher based on their assessment of the appropriate amount of taxable income that we should report in the United States in connection with our sourcing of products by our foreign subsidiaries for sale in the United States by our domestic subsidiaries. Our amount of taxable income in the United States is based on our transfer pricing methodology, which has been consistently applied for all years subject to the NOPAs. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. We regularly assess the likelihood of adverse outcomes resulting from examinations such as this to determine the adequacy of our tax reserves. We believe that we have adequately reserved for this matter and that the final adjudication of this matter will not have a material impact on our consolidated financial position, results of operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail on its assertions, the additional tax, interest and any potential penalties could have a material adverse impact on our financial position, results of operations or cash flows.

Note ~~10—~~9—Net ~~(Loss) Income~~Loss per Common Share

The following summarizes the calculation of net ~~(loss) income~~loss per common share attributable to common shareholders for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Three Months Ended
	March 31,
(in thousands, except per share data)	2024		2023
Net loss	$	(21,886)	$	(24,418)

Weighted average shares outstanding - basic		76,319		75,177
Dilutive shares		—		—
Weighted average shares outstanding - diluted		76,319		75,177

Net loss per common share:
Basic	$	(0.29)	$	(0.32)
Diluted	$	(0.29)	$	(0.32)

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands, except per share data) 2023 2022 2023 2022
Net (loss) income $ (28,241) $ 28,604 $ (52,659) $ 67,884
Weighted average shares outstanding - basic 75,801 74,710 75,559 74,158
Dilutive shares — 1,587 — 2,011
Weighted average shares outstanding - diluted 75,801 76,297 75,559 76,169
Net (loss) income per common share:
Basic $ (0.37) $ 0.38 $ (0.70) $ 0.92
Diluted $ (0.37) $ 0.37 $ (0.70) $ 0.89

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Share-based awards for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 of approximately ~~1.8~~1.6 million and 1.7 million shares were excluded from the calculation of net loss per diluted common share as the effect would be anti-dilutive.

Note ~~11—~~10—Accumulated Other Comprehensive (Loss) Income

The following table shows the changes in accumulated other comprehensive (loss) income by component for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2023	$	(5,115)	$	(32,954)	$	6,251	$	(31,818)
Other comprehensive income (loss) before reclassifications		234		(13,266)		4,557		(8,475)
Income tax		(59)		—		(1,185)		(1,244)
Other comprehensive income (loss) before reclassifications, net of tax		175		(13,266)		3,372		(9,719)
Amounts reclassified from accumulated other comprehensive income (loss)		81		—		(2,649)		(2,568)
Income tax		(21)		—		689		668
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		60		—		(1,960)		(1,900)
Other comprehensive income (loss)		235		(13,266)		1,412		(11,619)
Accumulated other comprehensive (loss) income, March 31, 2024	$	(4,880)	$	(46,220)	$	7,663	$	(43,437)


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2022	$	(7,201)	$	(40,095)	$	11,441	$	(35,855)
Other comprehensive income (loss) before reclassifications		—		5,118		(2,387)		2,731
Income tax		—		—		621		621
Other comprehensive income (loss) before reclassifications, net of tax		—		5,118		(1,766)		3,352
Amounts reclassified from accumulated other comprehensive income (loss)		123		—		(2,176)		(2,053)
Income tax		(270)		—		565		295
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		(147)		—		(1,611)		(1,758)
Other comprehensive (loss) income		(147)		5,118		(3,377)		1,594
Accumulated other comprehensive (loss) income, March 31, 2023	$	(7,348)	$	(34,977)	$	8,064	$	(34,261)

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Retirement Plans Currency
Translation
Adjustments Derivatives Total
Accumulated other comprehensive (loss) income, March 31, 2023 $ (7,348) $ (34,977) $ 8,064 $ (34,261)
Other comprehensive (loss) income before reclassifications — (5,167) 6,792 1,625
Income tax — — (1,766) (1,766)
Other comprehensive (loss) income before reclassifications, net of tax — (5,167) 5,026 (141)
Amounts reclassified from accumulated other comprehensive income (loss) 123 — (2,335) (2,212)
Income tax 13 — 608 621
Amounts reclassified from accumulated other comprehensive income (loss), net of tax 136 — (1,727) (1,591)
Other comprehensive income (loss) 136 (5,167) 3,299 (1,732)
Accumulated other comprehensive (loss) income, June 30, 2023 $ (7,212) $ (40,144) $ 11,363 $ (35,993)

Retirement Plans Currency Translation Adjustments Derivatives Total
Accumulated other comprehensive loss, March 31, 2022 $ (14,408) $ (26,781) $ — $ (41,189)
Other comprehensive (loss) income before reclassifications — (18,831) 2,044 (16,787)
Income tax — — (532) (532)
Other comprehensive (loss) income before reclassifications, net of tax — (18,831) 1,512 (17,319)
Amounts reclassified from accumulated other comprehensive loss 386 — 1,692 2,078
Income tax (89) — (440) (529)
Amounts reclassified from accumulated other comprehensive loss, net of tax 297 — 1,252 1,549
Other comprehensive income (loss) 297 (18,831) 2,764 (15,770)
Accumulated other comprehensive (loss) income, June 30, 2022 $ (14,111) $ (45,612) $ 2,764 $ (56,959)

Retirement Plans Currency
Translation
Adjustments Derivatives Total
Accumulated other comprehensive (loss) income, December 31, 2022 $ (7,201) $ (40,095) $ 11,441 $ (35,855)
Other comprehensive (loss) income before reclassifications — (49) 4,405 4,356
Income tax — — (1,145) (1,145)
Other comprehensive (loss) income before reclassifications, net of tax — (49) 3,260 3,211
Amounts reclassified from accumulated other comprehensive income (loss) 246 — (4,511) (4,265)
Income tax (257) — 1,173 916
Amounts reclassified from accumulated other comprehensive income (loss), net of tax (11) — (3,338) (3,349)
Other comprehensive loss (11) (49) (78) (138)
Accumulated other comprehensive (loss) income, June 30, 2023 $ (7,212) $ (40,144) $ 11,363 $ (35,993)

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Retirement Plans Currency
Translation
Adjustments Derivatives Total
Accumulated other comprehensive loss, December 31, 2021 $ (14,597) $ (25,994) $ — $ (40,591)
Other comprehensive (loss) income before reclassifications — (19,618) 2,044 (17,574)
Income tax — — (532) (532)
Other comprehensive (loss) income before reclassifications, net of tax — (19,618) 1,512 (18,106)
Amounts reclassified from accumulated other comprehensive loss 635 — 1,692 2,327
Income tax (149) — (440) (589)
Amounts reclassified from accumulated other comprehensive loss, net of tax 486 — 1,252 1,738
Other comprehensive (loss) income 486 (19,618) 2,764 (16,368)
Accumulated other comprehensive (loss) income, June 30, 2022 $ (14,111) $ (45,612) $ 2,764 $ (56,959)

We include amounts reclassified out of accumulated other comprehensive (loss) income related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net.

Note ~~12—~~11—Segment Information

We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services segment includes our ~~United States~~U.S. distribution division (Medical Distribution), including our outsourced logistics and value-added services businesses, and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. The Patient Direct segment includes our home healthcare divisions (Byram and Apria).

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We evaluate the performance of our segments based on their operating income excluding acquisition-related charges and intangible amortization and exit and realignment charges, net, along with other adjustments, that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful.

The following tables present financial information by segment:


	Three Months Ended
	March 31,
	2024		2023
Net revenue:
Products & Healthcare Services	$	1,974,837	$	1,915,489
Patient Direct		637,843		607,360
Consolidated net revenue	$	2,612,680	$	2,522,849

Operating income:
Products & Healthcare Services	$	11,486	$	1,820
Patient Direct		45,879		45,849
Acquisition-related charges and intangible amortization		(20,313)		(22,188)
Exit and realignment charges, net		(27,356)		(15,674)
Consolidated operating income	$	9,696	$	9,807

Depreciation and amortization:
Products & Healthcare Services	$	23,366	$	18,566
Patient Direct		50,729		52,360
Consolidated depreciation and amortization	$	74,095	$	70,926

Share-based compensation:
Products & Healthcare Services	$	4,769	$	4,498
Patient Direct		1,407		1,852
Other⁽¹⁾		690		113
Consolidated share-based compensation	$	6,866	$	6,463

Capital expenditures:
Products & Healthcare Services	$	8,250	$	6,332
Patient Direct		41,158		45,158
Consolidated capital expenditures	$	49,408	$	51,490

(1)

Other share-based compensation expense is captured within exit and realignment charges, net or acquisition-related charges for the three months ended March 31, 2024 and 2023.


	March 31, 2024		December 31, 2023
Total assets:
Products & Healthcare Services	$	2,456,341	$	2,359,825
Patient Direct		2,506,786		2,490,460
Segment assets		4,963,127		4,850,285
Cash and cash equivalents		244,866		243,037
Consolidated total assets	$	5,207,993	$	5,093,322

For the three months ended March 31, 2024 and 2023, non-cash adjustments to merchandise inventories valued at the lower of cost or market, with the approximate cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. within our Products & Healthcare Services segment were $5.4 million and $4.9

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Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Net revenue:
Products & Healthcare Services $ 1,930,723 $ 1,927,388 $ 3,846,212 $ 4,061,429
Patient Direct 632,503 572,627 1,239,863 845,538
Consolidated net revenue $ 2,563,226 $ 2,500,015 $ 5,086,075 $ 4,906,967
Operating income:
Products & Healthcare Services $ 2,940 $ 61,243 $ 4,761 $ 150,325
Patient Direct 59,065 52,332 104,914 68,125
Acquisition-related charges and intangible amortization (22,203) (37,276) (44,392) (79,410)
Exit and realignment charges (28,963) (1,214) (44,637) (2,896)
Consolidated operating income $ 10,839 $ 75,085 $ 20,646 $ 136,144
Depreciation and amortization:
Products & Healthcare Services $ 18,772 $ 19,209 $ 37,338 $ 38,203
Patient Direct 53,290 53,952 105,650 59,083
Consolidated depreciation and amortization $ 72,062 $ 73,161 $ 142,988 $ 97,286
Capital expenditures:
Products & Healthcare Services $ 6,602 $ 18,418 $ 12,934 $ 29,061
Patient Direct 42,887 36,320 88,045 36,638
Consolidated capital expenditures $ 49,489 $ 54,738 $ 100,979 $ 65,699

million. The net book value of patient service equipment dispositions were $9.6 million and $9.0 million for the three months ended March 31, 2024 and 2023, within the Patient Direct segment.

June 30, 2023 December 31, 2022
Total assets:
Products & Healthcare Services $ 2,492,214 $ 2,809,600
Patient Direct 2,509,479 2,507,216
Segment assets 5,001,693 5,316,816
Cash and cash equivalents 286,307 69,467
Consolidated total assets $ 5,288,000 $ 5,386,283

The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services:

Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Net revenue:
United States $ 2,498,536 $ 2,376,573 $ 4,951,472 $ 4,638,592
International 64,690 123,442 134,603 268,375
Consolidated net revenue $ 2,563,226 $ 2,500,015 $ 5,086,075 $ 4,906,967


	Three Months Ended
	March 31,
	2024		2023
Net revenue:
United States	$	2,550,610	$	2,452,936
International		62,070		69,913
Consolidated net revenue	$	2,612,680	$	2,522,849

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Note ~~13—~~12—Recent Accounting Pronouncements

In ~~June 2016,~~November 2023, the ~~FASB issued~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~No. 2016-13 Financial Instruments - Credit Losses, Measurement~~2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will require disclosure of Credit Losses on Financial Instruments, which changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net earnings. Subsequentadditional detailed information about a reportable segment’s expenses, including significant segment expenses regularly provided to the ~~issuance of ASU No. 2016-13,~~Chief Operating Decision Maker (CODM), the ~~FASB issued various ASUs related to Credit Losses, Measurement of Credit Losses on Financial Instruments. These ASUs do not change the core principle~~title and position of the ~~guidance~~CODM, and how the CODM uses the reported measure(s) of a segment’s profit or loss. This ASU is effective for us in annual periods beginning after December 15, 2023 and interim periods within annual years beginning after December 15, 2024. The amendments in this ASU ~~No. 2016-13. Instead these amendments are intended~~must be applied on a retrospective basis to ~~clarify and improve operability of certain topics included within~~all prior periods presented in the ~~credit losses standard. We adopted ASU No. 2016-13 and subsequent amendments beginning January 1, 2023. The adoption did not have a material impact on our consolidated~~ financial statements and ~~related disclosures.~~

~~Note 14—Legal Proceedings~~

~~O&M Halyard N95 Mask FDA Release~~

On April 5, 2023 we received a communication from the National Institute for Occupational Safety & Health (NIOSH) that products from one lot of a model (No. 46827) of surgical N95 respirator manufactured by O&M Halyard did not pass laboratory tests for fluid resistance and for filtration efficiency, and that products from one lot of another model (No. 46727) did not pass fluid resistance testing, but did pass filtration efficiency testing. At present,early adoption is permitted. We expect this ASU to only impact our investigation has determined that there are a limited number of lots potentially implicated by the results of the NIOSH particulate filtration testing on model 46827. The vast majority of the products in those lots remain in our possession and under our control, and those lots that had products that did reach the market have passed internal follow-up testing.

~~On April 12, 2023, the FDA recommended that consumers, health care providers, and facilities not use the two models (model numbers 46827 and 46727) of O&M Halyard surgical N95 respirators due~~disclosures with no impacts to fluid resistance. In addition, the FDA also recommended against using certain of our surgical, procedure and pediatric face masks when fluid resistance is required. On or about that date, we voluntarily stopped the sale in the U.S. of the above-referenced surgical N95 respirators and similar models pending our investigation of the performance issues identified by the FDA and NIOSH. Regulatory bodies in other non-U.S. markets where we sell our facial protection products have inquired about the relevance of the FDA notification to products sold in their countries. The FDA updated its recommendation on April 21, 2023, to permit use of the model 46727 of Halyard N95 respirators when fluid resistance is not required. These items are included in our Products & Healthcare Services segment.

In December 2023, the FASB Issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require additional annual income tax disclosures, including asdisclosure of reconciling items by jurisdiction and nature to the extent those items exceed a ~~result of a significant volume of customer product returns and/or recall of products, implementation of corrective action plans, and/or other costly remedial actions in the US and elsewhere.~~specified threshold. In addition, ~~these matters could potentially have~~this ASU will require disclosure of income taxes paid, net of refunds received disaggregated by federal, state, and foreign and by jurisdiction if the amount is more than 5% of total income tax payments, net of refunds received. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows.

Note 13—Commitments, Contingent Liabilities, and Legal Proceedings

Commitments include $48.4 million of legally binding lease payments for the Morgantown, West Virginia center of excellence for medical supplies and logistics lease signed, but not yet commenced. Refer to our Annual Report on Form 10-K for the year ended December 31, 2023 for disclosure of other negative impacts including: government investigations and enforcement actions by the FDA or other US or international regulators or governmental entities; the suspension or revocation of the authority to produce, distribute or sell products, and other sanctions; losses due to patient claims, including product liability claims and lawsuits; and customer claims related to their direct costs arising from supply disruption.

~~Other Litigation~~

material contractual obligations.

We are party to various legal claims that are ordinary and incidental to our business, including ones related to commercial disputes, employment, workers’ compensation, product liability, regulatory and other matters. We maintain insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency. We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters.

Based on current knowledge and the advice of counsel, we believe that the accrual as of ~~June 30, 2023~~March 31, 2024 for currently pending matters considered probable of loss, which is not material, is sufficient. In addition, we believe that other currently pending matters are not reasonably possible to result in a material loss, as payment of the amounts claimed is remote, the claims are immaterial, individually and in the aggregate, or the claims are expected to be adequately covered by insurance, subject to policy limits, applicable deductibles, exclusions and insurer solvency.

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~~Note 15—Commitments and Contingencies~~

We anticipate that the noncancellable obligations beyond 12 months related to outsourced information technology operations, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, will no longer be material as a result of executed contract terminations, expected contract terminations, and insourcing of information technology operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis describes results of operations and material changes in the financial condition of Owens & Minor, Inc. and its subsidiaries since December 31, ~~2022.~~2023. Trends of a material nature are discussed to the extent known and considered relevant. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto, and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~

2023.

Overview

Owens & Minor, Inc., along with its subsidiaries, (we, us, or our) is a global healthcare solutions company. Our business has two distinct segments: Products & Healthcare Services and Patient Direct. Products & Healthcare Services provides distribution, outsourced logistics and value-added services and manufactures and sources medical surgical products through our production and kitting operations. The Patient Direct ~~expands~~segment includes our ~~business along the continuum of care through delivery of disposable medical supplies sold directly to patients and home health agencies and is a leading provider of integrated~~ home healthcare ~~equipment~~divisions (Byram and ~~related services in the United States.~~

On March 29, 2022 (the Acquisition Date), we completed the acquisition (the Apria Acquisition) of 100% of Apria, Inc. (Apria) pursuant to the Agreement and Plan of Merger dated January 7, 2022, in exchange for approximately $1.7 billion, net of $144 million of cash acquired. The purchase was funded with a combination of debt and cash on hand. Apria is a leading provider of integrated home healthcare equipment and related services in the United States. This division is reported as part of the Patient Direct segment.

Apria).

Net (loss) per share was ~~$(0.37) and $(0.70)~~$(0.29) for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to net ~~income~~(loss) per ~~diluted~~ share of ~~$0.37 and $0.89~~$(0.32) for the three ~~and six~~ months ended ~~June 30, 2022. The decreases reflected~~March 31, 2023. This improvement reflects the operating results of our two segments as described below and lower ~~demand for personal protective equipment (PPE), including reduced COVID-19 related product purchases, in our Products & Healthcare Services segment,~~interest expense, partially offset by increased exit and realignment charges associated with our Operating Model Realignment Program, and inflationary pressures, partially offset by the inclusion of Apria in our results since the Acquisition Date, a reduction in acquisition-related charges, strong revenue growth in our Patient Direct segment, and productivity gains derived from operating efficiencies.Program. Net (loss) per share was unfavorably impacted as compared to the prior year by foreign currency translation in the amount of ~~$0.01 and $0.02~~$(0.02) for the three ~~and six~~ months ended ~~June 30, 2023.~~

March 31, 2024.

Products & Healthcare Services segment operating income was ~~$2.9 million and $4.8~~$11.5 million for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$61.2 million and $150~~$1.8 million for the three ~~and six~~ months ended ~~June 30, 2022. The decreases reflected~~March 31, 2023. This increase was primarily from revenue growth of 3.1%, savings derived by our Operating Model Realignment Program in excess of $25 million, partially offset by changes in product sales mix, ~~lower demand for PPE, including reduced COVID-19 related product purchases,~~increased costs to support future revenue growth, and ~~inflationary pressures, partially offset by productivity gains derived from operating efficiencies.~~$5.0 million of increased teammate benefit costs. Patient Direct segment operating income was ~~$59.1 million and $105~~$45.9 million for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$52.3 million and $68.1~~$45.8 million for the three ~~and six~~ months ended ~~June 30, 2022. The increases were primarily the result of the inclusion of Apria in our~~March 31, 2023. This segment’s results ~~since the Acquisition Date and strong~~reflect revenue growth ~~partially~~of 5.0% and cost savings from information technology (IT) strategic initiatives and other operating efficiencies, which were virtually offset by ~~inflationary pressures.~~

unfavorable changes in revenue mix and increased teammate benefit costs.

Refer to ~~'Results~~‘Results of ~~Operations'~~Operations’ for further detail of quantitative and qualitative drivers of our results.

Philips Respironics Recall

In June 2021, one of ~~Apria's~~Apria’s suppliers, Philips Respironics, announced a voluntary recall ~~for~~of its continuous and non-continuous ventilators (certain CPAP, ~~BiLevel~~bilevel positive airway pressure and ventilator devices) related to polyurethane foam used in those ~~devices. The~~devices, which the U.S. Food and Drug Administration (FDA) ~~has since~~ identified ~~this~~ as a Class I recall, the most serious category of recall. In December 2022, Philips Respironics issued a subsequent voluntary recall ~~in December 2022 (together with the June 2021 recall, the Recall),~~ related to deficiencies in repairs made to certain of the ventilators that had originally been recalled in June ~~2021.~~

~~Because we distribute these products~~2021 (together with the June 2021 recall, the Recall). In April 2024, Philips Respironics entered into a consent decree enjoining Philips Respironics from making and ~~provide related home respiratory services~~distributing non-medically necessary CPAP, bilevel positive airway pressure and ventilator devices at any of its Sleep and Respiratory Care Business facilities until the FDA determines that Philips Respironics has complied with the remediation and compliance activities set forth in ~~part, due~~the consent decree.

We continue to closely monitor the ~~substantial number~~impact of ~~impacted devices,~~the Recall and subsequent consent decree on our business. To date, we have ~~devoted, and will likely continue to devote, substantial time and resources to~~incurred significant costs coordinating Recall-related ~~activity~~activities, and ~~to supporting our home healthcare patients’ needs. The Recall has caused us, and~~we may continue to ~~cause us, to~~ incur additional significant costs ~~some~~(including costs in completing the replacement of devices subject to the Recall). Some or all of ~~which~~these costs may not be recoverable from the product manufacturer. ~~The Recall~~

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~~may also materially negatively affect our revenues and results of operations as~~While we believe we have access to a result of patients not using their impacted devices, current shortages in the availability of both replacement devices for impacted patients and new devices for new patients, patient hesitancy to use Philips respiratory devices generally or other reasons.

~~We are closely monitoring the impact of the Recall on our business and the uncertainty surrounding the availability and~~sufficient supply of CPAP, ~~and ventilators due to the Recall. While the equipment shortage in the industry has begun to ease for certain CPAP and BiLevel~~bilevel positive airway pressure and ventilator devices ~~we do not know whether that will continue. The Recall or~~to service our home healthcare patients’ needs, other supply chain disruptions may have a f~~uture~~future material adverse effect on our financial condition or results of operations, cash flows and liquidity.

~~O&M Halyard N95 Mask FDA Release~~

~~On April 5, 2023 we received a communication from the NIOSH that products from one lot~~

Table of ~~a model (No. 46827)~~Contents

Results of surgical N95 respirator manufactured by O&M Halyard did not pass laboratory tests for fluid resistance and for filtration efficiency, and that products from one lot of another model (No. 46727) did not pass fluid resistance testing, but did pass filtration efficiency testing. At present, our investigation has determined that there are a limited number of lots potentially implicated by the results of the NIOSH particulate filtration testing on model 46827. Operations

Net revenue.


	Three Months Ended
	March 31,				Change
(Dollars in thousands)	2024		2023		$		%
Products & Healthcare Services	$	1,974,837	$	1,915,489	$	59,348	3.1	%
Patient Direct		637,843		607,360		30,483	5.0	%
Net revenue	$	2,612,680	$	2,522,849	$	89,831	3.6	%

The ~~vast majority of the products in those lots remain in our possession and under our control, and those lots that had products that did reach the market have passed internal follow-up testing.~~

On April 12, 2023, the FDA recommended that consumers, health care providers, and facilities not use the two models (model numbers 46827 and 46727) of O&M Halyard surgical N95 respirators due to fluid resistance. In addition, the FDA also recommended against using certain of our surgical, procedure and pediatric face masks when fluid resistance is required. On or about that date, we voluntarily stopped the sale in the U.S. of the above-referenced surgical N95 respirators and similar models pending our investigation of the performance issues identified by the FDA and NIOSH. Regulatory bodies in other non-U.S. markets where we sell our facial protection products have inquired about the relevance of the FDA notification to products sold in their countries. The FDA updated its recommendation on April 21, 2023, to permit use of the model 46727 of Halyard N95 respirators when fluid resistance is not required. These items are included in our Products & Healthcare Services ~~segment.~~

~~We are thoroughly investigating~~net revenue increase of $59.3 million was primarily from net revenue growth in the ~~matters identified~~Medical Distribution division of 4.7% which was partially offset by ~~the FDA~~a slight decline in our Global Products division, primarily driven by a decline in international net revenue. The Patient Direct segment net revenue growth of $30.5 million was driven by growth across certain product categories, including diabetes and NIOSH and we are performing product retesting as we work closely with government agencies to resolve these matters. We are unable to reasonably estimate the amount of any possible loss or range of possible losses or predict the ultimate outcome of these matters. However, there is a risk that these matters and any other safety concerns could have a material adverse effect on our results of operations, financial condition, or cash flows, includingsleep supplies, as a result of new patient starts and high retention of customers, and lower estimated variable consideration as a ~~significant volume~~result of customer product returns and/or recall of products, implementation of corrective action plans, and/or other costly remedial actions in the US and elsewhere. In addition, these matters could potentially have other negative impacts including: government investigations and enforcement actions by the FDA or other US or international regulators or governmental entities; the suspension or revocation of the authority to produce, distribute or sell products, and other sanctions; losses due to patient claims, including product liability claims and lawsuits; and customer claims related to their direct costs arising from supply disruption.

~~Table of Contents~~

~~Results of Operations~~

~~Net revenue.~~

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Products & Healthcare Services $ 1,930,723 $ 1,927,388 $ 3,335 0.2 %
Patient Direct 632,503 572,627 59,876 10.5 %
Net revenue $ 2,563,226 $ 2,500,015 $ 63,211 2.5 %
Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Products & Healthcare Services $ 3,846,212 $ 4,061,429 $ (215,217) (5.3) %
Patient Direct 1,239,863 845,538 394,325 46.6 %
Net revenue $ 5,086,075 $ 4,906,967 $ 179,108 3.7 %

~~The increase in net revenue for the three months ended June 30, 2023 was driven bydouble-digit growth in most of our Patient Direct segment product categories. Products & Healthcare Services segment net revenue for the three months ended June 30, 2023 compared~~improved collection rates, which contributed approximately $9 million to the three months ended June 30, 2022 was relatively flat, driven by an approximate $107 million decline in PPE net revenue due to a decrease related to glove pricing of $70.5 million, and lower demand for PPE, which was more than offset by net revenue growth in other product categories.

The increase in net revenue for the six months ended June 30, 2023 was driven primarily by incremental Apria net revenue in the first quarter of 2023 of $308 million as compared to the first quarter of 2022 and double-digit growth in most of our Patient Direct segment product categories. The decrease in Products & Healthcare Services segment net revenue for the six months ended June 30, 2023 was driven by an approximate $370 million decline in PPE net revenue due to a decrease related to glove pricing of $176 million, and lower demand for PPE, including reduced COVID-19 related product purchases, partially offset by net revenue growth in other product categories compared to the six months ended June 30, 2022.

increase.

Foreign currency translation had an unfavorable impact on net revenue of ~~$1.5 million and $6.7~~$1.3 million for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the prior year ~~periods.~~

period.

Cost of goods sold.

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Cost of goods sold $ 2,043,794 $ 1,967,510 $ 76,284 3.9 %

Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Cost of goods sold $ 4,069,336 $ 4,001,014 $ 68,322 1.7 %


	Three Months Ended
	March 31,				Change
(Dollars in thousands)	2024		2023			$	%
Cost of goods sold	$	2,077,151	$	2,025,542	$	51,609	2.5	%

Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are the primary obligor and bear risk of general and physical inventory loss. These are sometimes referred to as distribution contracts. Cost of goods sold also includes direct and certain indirect labor, depreciation of certain property and equipment, product costs, and material and overhead costs.

The increase in cost of goods sold for the three months ended ~~June 30, 2023~~March 31, 2024 reflects ~~higher costs of goods sold driven by changes in product sales mix and~~the increased cost associated with net revenue growth of 3.6%, partially offset by ~~a favorable change in the last in, first out (LIFO) credit or provision of $6.7 million, as compared to the period year.~~

~~The increase in~~ cost of goods sold for the six months ended June 30, 2023 was driven primarily by the incremental Apria cost of goods sold in the first quarter of 2023 of $114 million as compared to the first quarter of 2022 and net revenue growthreductions in our ~~Patient Direct segment, partially offset by a decline in~~Global Products ~~& Healthcare Services segment net revenue~~division, including approximately $5.5 million of ~~$215 million.~~

~~Table of Contents~~

savings associated with sourcing initiatives.

Foreign currency translation had ~~a favorable~~an unfavorable impact on cost of goods sold of ~~$0.6 million and $4.0~~$1.0 million for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the prior year ~~periods.~~

period.

Gross ~~margin.~~profit.

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Gross margin $ 519,432 $ 532,505 $ (13,073) (2.5) %
As a % of net revenue 20.26 % 21.30 %

Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Gross margin $ 1,016,739 $ 905,953 $ 110,786 12.2 %
As a % of net revenue 19.99 % 18.46 %


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2024			2023				$	%
Gross profit	$	535,529		$	497,307		$	38,222	7.7	%
As a % of net revenue		20.50	%		19.71	%

The changes in gross ~~margin~~profit for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 was driven by the same factors impacting net revenue and cost of goods sold. ~~The gross margin for the six months ended June 30, 2023 includes incremental Apria gross margin in the first quarter of 2023 of $195 million as compared to the first quarter of 2022.~~ Foreign currency translation had an unfavorable impact on gross ~~margin~~profit of ~~$0.9 million and $2.7~~$2.2 million for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the prior year ~~periods.~~period.

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Operating expenses.

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Distribution, selling and administrative expenses $ 455,030 $ 421,925 $ 33,105 7.8 %
As a % of net revenue 17.75 % 16.88 %
Acquisition-related charges and intangible amortization $ 22,203 $ 37,276 $ (15,073) (40.4) %
Exit and realignment charges $ 28,963 $ 1,214 $ 27,749 2,285.7 %
Other operating expense (income), net $ 2,397 $ (2,995) $ 5,392 180.0 %

Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Distribution, selling and administrative expenses $ 903,752 $ 691,397 $ 212,355 30.7 %
As a % of net revenue 17.77 % 14.09 %
Acquisition-related charges and intangible amortization $ 44,392 $ 79,410 $ (35,018) (44.1) %
Exit and realignment charges $ 44,637 $ 2,896 $ 41,741 1,441.3 %
Other operating expense (income), net $ 3,312 $ (3,894) $ 7,206 185.1 %


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2024			2023			$		%
Distribution, selling and administrative expenses	$	477,613		$	448,722		$	28,891	6.4	%
As a % of net revenue		18.28	%		17.79	%
Acquisition-related charges and intangible amortization	$	20,313		$	22,188		$	(1,875)	(8.5)	%
Exit and realignment charges, net	$	27,356		$	15,674		$	11,682	74.5	%
Other operating expense, net	$	551		$	916		$	(365)	(39.8)	%

The increase in Distribution, selling and administrative expenses (DS&A) expenses include labor and warehousing costs associated with our distribution and outsourced logistics services and all costs associated with our fee-for-service arrangements in our Products & Healthcare Services segment. Shipping and handling costs are primarily included in DS&A expenses and include costs to store, move, and prepare products for shipment, as well as costs to deliver products to customers. The increase in DS&A expenses for the three months ended ~~June 30, 2023~~March 31, 2024 was driven primarily by incremental costs to support the ~~$63~~$89.8 million, or ~~2.5%,~~3.6% of net revenue growth, along with future revenue growth and an increase of ~~$9.2~~approximately $11 million in teammate benefit costs, ~~including incentives, and inflationary pressures negatively impacting wages and occupancy costs, which increased approximately 5% and 11%,~~ partially offset by approximately $5 million of personnel cost savings related to 2023 organizational changes, approximately $8 million in expense savings from our IT strategic initiatives, and other productivity gains derived from operating efficiencies.

The increase in DS&A expenses for the six months ended June 30, 2023 was driven by Apria incremental DS&A expense in the first quarter of 2023 of $171 million as compared to the first quarter of 2022, Patient Direct net revenue growth, an increase of $12.3 million in teammate benefit costs including incentives, and inflationary pressures negatively impacting wages and occupancy costs, which increased approximately 5% and 10%, partially offset by productivity gains derived from operating efficiencies.

~~Table of Contents~~

Foreign currency translation had a favorable impact on DS&A of ~~$0.2 million and $1.1~~$0.3 million for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the prior year ~~periods.~~

period.

Intangible amortization was $20.3 million for the three months ended March 31, 2024 and $20.9 million for the three months ended March 31, 2023 related primarily to intangible assets acquired in the Apria, Halyard and Byram acquisitions. Acquisition-related charges were $1.3 million ~~and $2.5 million~~ for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 ~~and $6.4 million and $38.3 million for the three and six months ended June 30, 2022~~ consisting primarily of costs related to the acquisition of Apria, ~~Acquisition.~~Inc. The ~~declines~~decline from the prior year ~~periods~~period reflect the incurrence of most of these costs within the first year after the ~~Acquisition Date. Intangible amortization was $20.9 million~~March 29, 2022 acquisition date.

Exit and ~~$41.8~~realignment charges, net were $27.4 million for the three ~~and six~~ months ended June 30, 2023 and $30.9 million and $41.2 million for the three and six months ended June 30, 2022 related primarily to intangible assets acquired in the Apria, Halyard and Byram acquisitions. Intangible amortization for the second quarter of 2023 declined as compared to the prior year primarily from purchase price accounting changes to the estimated value assigned to certain intangible assets.

~~Exit and realignment charges were $29.0 million and $44.6 million for the three and six months ended June 30, 2023.~~March 31, 2024. These charges primarily related to our (1) Operating Model Realignment Program of ~~$24.3 million and $39.3~~$33.5 million, including professional fees, severance, and other costs to streamline functions and processes and (2) costs related to IT ~~restructuring charges~~strategic initiatives such as converting certain divisions to common IT systems of $1.2 million partially offset by (3) a ~~common information technology system~~$7.4 million gain on the sale of ~~$3.4 million~~our corporate headquarters. Exit and ~~$3.5 million and, (3) other costs associated with strategic initiatives of $1.3 million and $1.8~~realignment charges, net were $15.7 million for the three ~~and six~~ months ended ~~June 30, 2023. Exit and realignment charges were $1.2 million and $2.9 million for the three and six months ended June 30, 2022,~~March 31, 2023, which consisted primarily of costs related to our Operating Model Realignment Program, including professional fees, severance and ~~other charges associated with the reorganization of~~costs to streamline functions and processes. We expect to incur material future costs relating to our ~~segments.~~

Operating Model Realignment Program and IT strategic initiatives, which we are not able to reasonably estimate.

The ~~increases~~change in other operating expense, ~~(income),~~ net for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the prior year ~~periods reflect $1.4~~reflects $3.3 million ~~and~~of losses on sales of accounts receivable under the Master Receivables Purchase Agreement (RPA) as compared to $0.8 million of losses for the three months ended March 31, 2023. During the three months ended March 31, 2024, we incurred a favorable change of $2.5 million ~~unfavorable changes~~ in foreign currency transaction gains and losses, net of derivative adjustments, as compared to the prior ~~year periods. During the three and six months ended June 30, 2023 we incurred $2.9 million and $3.6 million~~year.

Interest expense, net.


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2024			2023			$		%
Interest expense, net	$	35,655		$	42,198		$	(6,543)	(15.5)	%
Effective interest rate		7.13	%		6.83	%

Table of ~~losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, under the RPA, through which we began executing sales during the second quarter of 2023.~~Contents

Interest expense, net.

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Interest expense, net $ 40,728 $ 35,839 $ 4,889 13.6 %
Effective interest rate 6.93 % 5.26 %

Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Interest expense, net $ 82,926 $ 47,858 $ 35,068 73.3 %
Effective interest rate 6.86 % 5.12 %

~~Interest expense,~~ ~~net and~~ for the three months ended March 31, 2024 decreased due to lower average outstanding borrowings of $367 million, partially offset by an increase in the effective interest rate forof 30 basis points as compared to the three months ended ~~June 30, 2023~~ ~~increased primarily due to higher interest rates on our term loans, net of interest rate swaps, of $6.9 million, partially offset by lower average outstanding borrowings. Interest expense,~~ ~~net for the six months ended~~ June 30, 2023 increased due to higher average outstanding borrowings and higher interest rates on our term loans, net of interest rate swaps, of $25.8 million, and to higher average outstanding borrowings on our 2030 Unsecured Notes of $9.7 million. March 31, 2023. See Note ~~6 in~~5 of Notes to Consolidated Financial Statements.

Other expense, ~~net~~net.


	Three Months Ended
	March 31,				Change
(Dollars in thousands)	2024		2023		$		%
Other expense, net	$	1,153	$	1,387	$	(234)	(16.9)	%

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Other expense, net $ 1,072 $ 783 $ 289 36.9 %

Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Other expense, net $ 2,458 $ 1,565 $ 893 57.1 %

~~Table of Contents~~

Other expense, net for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ includes interest cost and net actuarial losses related to our retirement plans. In addition, other expense, net for the three and six months ended June 30, 2023 includes the loss on extinguishment of debt, of $0.3 million and $0.8 million associated with the early retirement of indebtedness of $48.0 million and $73.0 million.

Income taxes.

Three Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Income tax (benefit) provision $ (2,720) $ 9,859 $ (12,579) (127.6) %
Effective tax rate 8.8 % 25.6 %

Six Months Ended
June 30, Change
(Dollars in thousands) 2023 2022 $ %
Income tax (benefit) provision $ (12,079) $ 18,837 $ (30,916) (164.1) %
Effective tax rate 18.7 % 21.7 %


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2024			2023			$		%
Income tax benefit	$	(5,226)		$	(9,360)		$	4,134	44.2	%
Effective tax rate		19.3	%		27.7	%

The change in the effective tax rate for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the same ~~periods~~period in ~~2022~~2023 resulted primarily from changes in ~~income~~results of operations in the jurisdictions in which we operate and ~~losses.~~

changes in forecasted results reflected in the tax rates.

Financial Condition, Liquidity and Capital Resources

Financial condition. We monitor operating working capital through days sales outstanding (DSO) and merchandise inventory days. We estimate a hypothetical increase (decrease) in DSO of one day would result in a decrease (increase) in our cash balances, an increase (decrease) in borrowings against our Revolving Credit Agreement or Receivables Financing Agreement, or a combination thereof of approximately ~~$28~~$29 million.

The majority of our cash and cash equivalents are held in cash depository accounts with major banks in North America, Europe, and Asia. Changes in our working capital can vary in the normal course of business based upon the timing of inventory purchases, collections of accounts receivable and payments to suppliers.


					Change
(Dollars in thousands)	March 31, 2024		December 31, 2023		$		%
Cash and cash equivalents	$	244,866	$	243,037	$	1,829	0.8	%
Accounts receivable, net	$	669,861	$	598,257	$	71,604	12.0	%
DSO ⁽¹⁾		23.1		20.5
Merchandise inventories	$	1,144,597	$	1,110,606	$	33,991	3.1	%
Inventory days ⁽²⁾		50.1		49.0
Accounts payable	$	1,218,817	$	1,171,882	$	46,935	4.0	%

June 30, 2023 December 31, 2022 Change
(Dollars in thousands) $ %
Cash and cash equivalents $ 286,307 $ 69,467 $ 216,840 312.1 %
Accounts receivable, net of allowances $ 672,511 $ 763,497 $ (90,986) (11.9) %
Consolidated DSO (1)
23.5 27.0
Merchandise inventories $ 1,168,227 $ 1,333,585 $ (165,358) (12.4) %
Inventory days (2)
52.0 57.2
Accounts payable $ 1,194,173 $ 1,147,414 $ 46,759 4.1 %

(1)Based on period end accounts receivable and net revenue for the quarters ended ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. Consolidated DSO reflected the impact of the reduction in accounts receivable, net of allowances, due to sales of accounts receivable under the RPA. Excluding the impact of the RPA, Consolidated DSO would have been ~~27.6~~ 26.7as of ~~June 30,~~March 31, 2024 and 24.8 as of December 31, 2023.

(2)Based on period end merchandise inventories and cost of goods sold for the quarters ended ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022. The decrease in inventory days is due to inventory management efforts in our Products & Healthcare Services segment.~~2023.

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Liquidity and capital expenditures. The following table summarizes our consolidated statements of cash flows for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


	Three Months Ended
	March 31,
(Dollars in thousands)	2024		2023
Net cash (used for) provided by:
Operating activities	$	(52,962)	$	158,398
Investing activities		(1,870)		(34,184)
Financing activities		53,320		(127,489)
Effect of exchange rate changes		(618)		284
Net decrease in cash, cash equivalents and restricted cash	$	(2,130)	$	(2,991)

(Dollars in thousands) 2023 2022
Net cash provided by (used for):
Operating activities $ 471,510 $ 169,524
Investing activities (65,668) (1,745,299)
Financing activities (183,120) 1,580,633
Effect of exchange rate changes 196 (3,864)
Net increase in cash, cash equivalents and restricted cash $ 222,918 $ 994

Cash used for operating activities in the first three months of 2024 reflected a net loss and unfavorable changes in working capital. Cash provided by operating activities in the first ~~six~~three months of 2023 reflected a net loss ~~as compared to net income~~and favorable changes in working capital.

Cash used for investing activities in the first ~~six~~three months of ~~2022. The increase~~2024 included capital expenditures of $49.4 million for patient service equipment and our strategic and operational efficiency initiatives associated with property and equipment and capitalized software, offset by $49.5 million in ~~cash provided by operating activities~~proceeds from sale of property and equipment, which included sales of patient service equipment and $33.5 million in ~~2023 as compared~~gross proceeds related to ~~2022 reflected changes in working capital including cash proceeds from~~ the sale of ~~accounts receivables, as described in Note 1 of Notes to Consolidated Financial Statements and the inclusion of Apria in~~ our ~~results since the Acquisition Date.~~

corporate headquarters. Cash used for investing activities in the first ~~six~~three months of 2023 included capital expenditures of ~~$101.0~~$51.5 million for patient equipment and our strategic and operational efficiency initiatives associated with property and equipment and capitalized software, partially offset by ~~$35.7~~$17.3 million in proceeds related primarily to the sale of patient equipment.

Cash used for investing activities in the first six months of 2022 included cash paid for the acquisition of Apria of $1.7 billion and capital expenditures of $65.7 million for patient equipment and our strategic and operational efficiency initiatives associated with property and equipment and capitalized software.

C~~ash~~ used for financing activities in the first ~~six~~three months of 2024 included repayments of term loans of $4.6 million. We had no borrowings under our revolving credit facility for the first three months of 2024 and had net borrowings of $65.7 million under our amended Receivables Financing Agreement. Payments for taxes related to the vesting of restricted stock awards, which are included in Other, net, were$2.6 millionfor the first three months of 2024.Cash used for financing activities in the first three months of 2023 included repayments of ~~debt~~term loans of ~~$78.3 million, including $65.0 million of unscheduled principal payments on the Term Loan A and the Term Loan B.~~$26.5 million. We had no borrowings under our revolving credit facility on a net basis for the first ~~six~~three months of 2023 and made net repayments of $96.0 million under our amended Receivables Financing Agreement. Payments for taxes related to the vesting of restricted stock awards, which are included in Other, net, were ~~$10.2~~$5.8 million for the first ~~six~~three months of 2023. Cash used for financing activities in the first six months of 2022 included borrowings under our revolving credit facility, net and Receivables Financing Agreement of $30.0 million. Gross issuances and repayments under our amended Receivable Financing Agreement program were $347.8 million and $402.8 million for the first six months of 2022. We also had proceeds from borrowings of $1.7 billion related to the 2030 Unsecured Notes, Term Loan A, and Term Loan B for the first six months of 2022. We also paid $41.5 million in financing costs in the first six months of 2022. Payments for taxes related to the vesting of restricted stock awards were $44.4 million for the first six months of 2022, which are included in Other, net.

Capital resources. Our primary sources of liquidity include cash and cash equivalents, our Receivables Financing Agreement, and our Revolving Credit Agreement. The Receivables Financing Agreement provides a maximum revolving borrowing capacity of $450 million. The interest rate under the Receivables Financing Agreement is based on a spread over a benchmark SOFR rate (as described in the Fourth Amendment to the Receivables Financing Agreement, as further amended by the Fifth Amendment to the Receivables Financing Agreement). Under the Receivables Financing Agreement, certain of our accounts receivable balances are sold to our wholly owned special purpose entity, O&M Funding LLC. The Receivables Financing Agreement matures in March 2025. We had $65.7 million in principal outstanding and no borrowings at ~~June 30, 2023~~March 31, 2024 and ~~$96.0 million outstanding at~~ December 31, ~~2022~~2023 under our Receivables Financing Agreement. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had maximum revolving borrowing capacity of ~~$450~~$384 million and ~~$354~~$450 million under our Receivable Financing Agreement.

The Revolving Credit Agreement provides a revolving borrowing capacity of $450 million. We have ~~$1.0 billion~~$906 million in outstanding term loans under a term loan credit agreement (the Credit Agreement). The interest rate on our Revolving Credit Agreement is based on a spread over a benchmark rate (as described in the Revolving Credit Agreement). The Revolving Credit Agreement matures in March 2027. The interest rate on the Term Loan A is based on either the Term SOFR or the Base Rate plus an Applicable Rate which varies depending on the current Debt Ratings or Total Leverage Ratio, determined as to whichever shall result in more favorable pricing to the Borrowers (each as defined in the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate. The Term Loan A matures in March 2027 and the Term Loan B matures in March 2029.

Table of Contents

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, our Revolving Credit Agreement was undrawn, and we had letters of credit, which reduce Revolver availability, totaling ~~$27.9~~$26.7 million and $27.4 million, leaving ~~$422~~$423 million available for ~~borrowing.~~ borrowing at the end of each period. We also had letters of credit and bank guarantees which support certain leased facilities as well as other normal business activities in the United States and Europe that were issued outside of the Revolving Credit Agreement for ~~$2.1 million and $2.3~~$3.0 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~

~~Table of Contents~~

2023.

On March 29, 2022, we entered into a Security Agreement Supplement pursuant to which the Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 was supplemented to grant collateral on behalf of the holders of the 4.375% senior notes due in December 2024 (the 2024 Notes), and the parties secured under the credit agreements ~~(the Secured Parties)~~ including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Grantors (as defined in the Security Agreement) in the Grantors’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Grantors, subject to certain exceptions.

The Revolving Credit Agreement, the Credit Agreement, the Receivables Financing Agreement, the 2024 Notes, the 4.500% senior unsecured notes due in March 2029, ~~(the 2029 Unsecured Notes),~~ and the 6.625% senior unsecured notes due in April 2030 ~~Unsecured Notes~~ contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at ~~June 30, 2023.~~

March 31, 2024.

On March 14, 2023, we entered into athe RPA, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $200 million are sold, on a limited-recourse basis, to a third-party financial institution ~~(Purchaser)~~ (the Purchaser) in exchange for cash. ~~During the three months ended June 30, 2023, we~~Cash received ~~net cash proceeds of$409 million~~ from the ~~sale~~sales of accounts receivable, ~~under its RPA which~~net of payments made to the Purchaser, is ~~included~~reflected in the change in accounts receivable within cash provided by operating activities in the consolidated statements of cash flows. ~~As of June 30, 2023 there~~Total accounts receivable sold under the RPA and net cash proceeds were ~~a total of $115~~$515 million and $512 million during the three months ended March 31, 2024. We collected $536 million of ~~uncollected~~the sold accounts receivable ~~that had been~~for the three months ended March 31, 2024. No accounts receivables were sold under the RPA for the three months ended March 31, 2023. The losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the consolidated statements of operations were $3.3 million and ~~removed~~$0.8 million for the three months ended March 31, 2024 and 2023. The RPA is separate and distinct from ~~our consolidated balance sheet.~~

the accounts receivable securitization program (the Receivables Financing Agreement).

We regularly evaluate market conditions, our liquidity profile and various financing alternatives to enhance our capital structure. We have from time to time, entered into, and from time to time in the future, we may enter into transactions to repay, repurchase or redeem our outstanding indebtedness (including by means of open market purchases, privately negotiated repurchases, tender or exchange offers and/or repayments or redemptions pursuant to the debt’s terms). Our ability to consummate any such transaction will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We cannot provide any assurance as to if or when we will consummate any such transactions or the terms of any such transaction.

We believe cash generated by operating activities, including available cash proceeds from the RPA, available financing sources, and borrowings under the Receivables Financing Agreement and Revolving Credit Agreement, as well as cash on hand, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic growth, payments under long-term debt and lease arrangements, debt repurchases and other cash requirements. While we believe that we will have the ability to meet our financing needs in the foreseeable future, changes in economic conditions may impact (i) the ability of financial institutions to meet their contractual commitments to us, (ii) the ability of our customers and suppliers to meet their obligations to us or (iii) our cost of borrowing.

We earn a portion of our operating income in foreign jurisdictions outside the ~~United States.~~U.S. Our cash and cash equivalents held by our foreign subsidiaries subject to repatriation totaled ~~$44.1~~$26.8 million and ~~$26.3~~$22.0 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. As of ~~June 30, 2023,~~March 31, 2024, we are permanently reinvested in our foreign subsidiaries.

~~Impact~~

Table of ~~Inflation~~Contents

The cost to manufacture and distribute our products is influenced by the cost of raw materials, finished goods, labor, and transportation. During the first six months of 2023, we have experienced continued inflationary pressure and higher costs as a result of the increasing cost of labor, occupancy and other administrative costs associated with the normal course of business. We can only pass elevated costs onto customers in an effort to offset inflationary pressures on a limited basis. Future volatility of general price inflation and the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead could adversely affect our financial results.

~~Seasonality~~

~~Our business is affected by seasonality, which historically has resulted in higher sales volume during our third and fourth quarters, ending September 30 and December 31.~~

Contractual obligations

~~We anticipate that the noncancellable obligations beyond 12 months related to outsourced information technology operations, as disclosed in our Annual Report on Form 10-K~~

Commitments include $48.4 million of legally binding lease payments for the ~~year ended December 31, 2022, will no longer be material as a result~~Morgantown, West Virginia center of ~~executed contract terminations, expected contract terminations,~~excellence for medical supplies and ~~insourcing of information technology operations.~~ logistics lease signed, but not yet commenced. Refer to our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 for disclosure of other material contractual obligations.

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Guarantor and Collateral Group Summarized Financial Information

We are providing the following information in compliance with Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and Rule 13-02 of Regulation S-X, of with respect to our 2024 Notes. See Note 65 of the accompanying consolidated financial statements for additional information regarding the terms of the 2024 Notes.

The following tables present summarized financial information for Owens & Minor, Inc. and the guarantors of Owens & Minor, Inc.’s 2024 Notes (together, ~~"the~~“the Guarantor ~~Group"~~Group”), on a combined basis with intercompany balances and transactions between entities in the Guarantor Group eliminated. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several.

Summarized financial information of the Guarantor Group is as follows:

Summarized Consolidated Statement of Operations - Guarantor Group


	Three Months Ended
(Dollars in thousands)	March 31, 2024
Net revenue⁽¹⁾	$	2,573,239
Gross profit		513,541
Operating income		(315)
Net loss		(26,542)


~~Summarized Consolidated Statement of Operations - Guarantor Group~~	~~Six Months Ended June 30, 2023~~
~~(Dollars in thousands)~~
~~Net revenue(1)~~	$	~~5,002,701~~
~~Gross margin~~	~~979,789~~
~~Operating income~~	~~16,500~~
~~Net loss~~	~~(50,043)~~

⁽¹⁾~~(1)~~Includes ~~$63.6~~$28.4 million in sales to non-guarantor subsidiaries for the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024.

Summarized Consolidated Balance Sheets - Guarantor Group


(Dollars in thousands)	March 31, 2024		December 31, 2023
Total current assets	$	1,563,189	$	1,472,999
Total assets		4,689,762		4,601,026
Total current liabilities		2,035,285		2,002,468
Total liabilities		4,318,284		4,243,230

Summarized Consolidated Balance Sheets - Guarantor Group June 30, 2023 December 31, 2022
(Dollars in thousands)
Total current assets $ 1,566,927 $ 1,442,661
Total assets 4,726,801 4,658,382
Total current liabilities 1,745,464 1,613,228
Total liabilities 4,410,080 4,360,673

The following tables present summarized financial information for Owens & Minor, Inc. and the subsidiaries of Owens & Minor, Inc.’s 2024 Notes pledged that constitute a substantial portion of collateral (together, ~~"the~~“the Collateral ~~Group"~~Group”), on a combined basis with intercompany balances and transactions between entities in the Collateral Group eliminated. The pledged subsidiaries are 100% owned by Owens & Minor, Inc. No trading market for the subsidiaries included in the Collateral Group exists.

Summarized financial information of the Collateral Group is as follows:

Summarized Consolidated Balance Sheets - Collateral Group June 30, 2023 December 31, 2022
(Dollars in thousands)
Total current assets $ 1,643,155 $ 1,523,290
Total assets 4,668,692 4,614,380
Total current liabilities 1,688,001 1,562,680
Total liabilities 4,388,132 4,343,750

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Summarized Consolidated Balance Sheets - Collateral Group


(Dollars in thousands)	March 31, 2024		December 31, 2023
Total current assets	$	1,394,046	$	1,280,045
Total assets		4,318,289		4,220,357
Total current liabilities		1,866,536		1,821,030
Total liabilities		3,883,431		3,801,549

The results of operations of the Collateral Group are not materially different from the corresponding amounts presented in our consolidated statements of operations.

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Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 andNote 1312 in the Notes to Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on ~~June 30, 2023.~~

March 31, 2024.

Forward-looking Statements

Certain statements in this discussion constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including, but not limited to:

●

increasing competitive and pricing pressures in the marketplace;

●

our ability to retain existing and attract new customers and our dependence on sales to certain customers;

●

our dependence on certain vendors, suppliers and third-parties for key components, raw materials, finished goods, equipment and services;

●

our ability to successfully identify, manage or integrate acquisitions, including Apria;

●

our ability to successfully implement our Operating Model Realignment Program and our strategic initiatives;

●

our ability to successfully manage our international operations, including risks associated with changes in international trade regulations, foreign currency volatility, adverse tax consequences, and other risks of operating in international markets;

●

uncertainties related to, and our ability to adapt to and comply with, changes in government regulations, including healthcare, tax and product licensing laws and regulations;

●

risks arising from possible violations of legal, regulatory or licensing requirements of the markets in which we operate;

●

uncertainties related to general economic, regulatory and business conditions and our ability to adapt to changes in product pricing and other terms of purchase by suppliers of product;

●

our ability to meet the terms to qualify for supplier funding programs;

•~~risks related to public health crises or future outbreaks of health crises or other adverse public health developments such as the novel coronavirus (COVID-19) global pandemic;~~

•~~increasing competitive and pricing pressures in the marketplace;~~

•~~our ability to retain existing and attract new customers and our dependence on sales to certain customers;~~

•~~our dependence on certain vendors, suppliers and third-parties for key components, raw materials, equipment and services;~~

•~~our ability to successfully identify, manage or integrate acquisitions, including Apria;~~

•~~our ability to successfully implement our Operating Model Realignment Program and our strategic initiatives;~~

•our ability to successfully manage our international operations, including risks associated with changes in international trade regulations, foreign currency volatility, adverse tax consequences, and other risks of operating in international markets;

•~~uncertainties related to, and our ability to adapt to and comply with, changes in government regulations, including healthcare, tax and product licensing laws and regulations;~~

•~~risks arising from possible violations of legal, regulatory or licensing requirements of the markets in which we operate;~~

•~~uncertainties related to general economic, regulatory and business conditions and our ability to adapt to changes in product pricing and other terms of purchase by suppliers of product;~~

•~~our ability to meet the terms to qualify for supplier funding programs;~~

•~~the ability of customers and suppliers to meet financial commitments due to us;~~

•~~changes in manufacturer preferences between direct sales and wholesale distribution;~~

•~~changing trends in customer profiles and ordering patterns;~~

•~~our ability to manage operating expenses and improve operational efficiencies;~~

•~~availability of, and our ability to access, special inventory buying opportunities;~~

•~~our ability to continue to obtain financing at reasonable rates and to manage financing costs and interest rate risk, and our ability to refinance, extend or repay our substantial indebtedness;~~

•~~our ability to attract and retain talented and qualified teammates;~~

•~~recalls of any of our products, or safety risks or the discovery of serious safety issues with our products;~~

•~~changes, delays and uncertainties in the reimbursement process;~~

•our ability to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights as well as avoid infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties;

•~~our ability to engage in transactions that may be limited by the restrictive covenants in our credit facilities and existing notes;~~

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•the risk that information systems are interrupted or damaged or fail for any extended period of time, that new information systems are not successfully implemented or integrated, or that there is a data security breach in our information systems;

●

the ability of customers and suppliers to meet financial commitments due to us;

●

changes in manufacturer preferences between direct sales and wholesale distribution;

●

changing trends in customer profiles and ordering patterns;

●

our ability to manage operating expenses and improve operational efficiencies;

●

availability of, and our ability to access, special inventory buying opportunities;

●

our ability to continue to obtain financing at reasonable rates and to manage financing costs and interest rate risk, and our ability to refinance, extend or repay our substantial indebtedness;

●

our ability to attract and retain talented and qualified teammates;

●

recalls of any of our products, or safety risks or the discovery of serious safety issues with our products;

●

changes, delays and uncertainties in the reimbursement process;

●

our ability to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights as well as avoid infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties;

●

our ability to engage in transactions that may be limited by the restrictive covenants in our credit facilities and existing notes;

●

the risk that information systems are interrupted or damaged or fail for any extended period of time, that new information systems are not successfully implemented or integrated, or that there is a data security breach in our information systemsor a third party’s information systems that impacts our business;

●

risks related to public health crises or future outbreaks of health crises or other adverse public health developments such as the novel coronavirus (COVID-19) global pandemic;

●

the risk of an impairment to goodwill or other long-lived assets;

●

our ability to timely or adequately respond to technological advances;

●

our failure to adequately insure against losses, including from substantial claims and litigation;

●

our ability to meet performance targets specified by customer contracts under contractual commitments;

●

our capitation arrangements may prove unprofitable if actual utilization rates exceed our assumptions;

●

the outcome of outstanding and any future litigation, including product and professional liability claims;

●

volatility in the price of our common stock and securities; and

●

other factors detailed from time to time in the reports we file with the SEC, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023.

•~~the risk of an impairment to goodwill or other long-lived assets;~~

•~~our ability to timely or adequately respond to technological advances;~~

•~~our failure to adequately insure against losses, including from substantial claims and litigation;~~

•~~our ability to meet performance targets specified by customer contracts under contractual commitments;~~

•~~our capitation arrangements may prove unprofitable if actual utilization rates exceed our assumptions;~~

•~~the outcome of outstanding and any future litigation, including product and professional liability claims;~~

•~~volatility in the price of our common stock and securities;~~

•other factors detailed from time to time in the reports we file with the SEC, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022.

We undertake no obligation to update or revise any forward-looking statements, except as required by applicable law.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Certain quantitative and qualitative market risk disclosures

We are ~~subject to price risk~~described in our Annual Report on Form 10-K for ~~our raw materials,~~ the ~~most significant of which relates to the cost of polypropylene and nitrile used~~year ended December 31, 2023. Through March 31, 2024, there have been no material changes in the ~~manufacturing processes of our~~ ~~Products & Healthcare Services~~ ~~segment. Prices of the commodities underlying these raw materials are volatile~~quantitative and ~~have fluctuated significantly in recent years and in the future may contribute to fluctuations in our results of operations. The ability to hedge these commodity prices is limited.~~

We are exposed to risks of changes in shipping and freight costs, including container and other third party fees associated with the transportation of our products. Shipping and freight costs have fluctuated significantly in recent years and in the future may contribute to changes in our results of operations.

In the normal course of business, we are exposed to foreign currency translation and transaction risks. Our business transactions outside of the United States are denominated in the euro, Malaysian ringgit, Mexican peso, Thai baht and other currencies. We may use foreign currency forwards, swaps and options, where possible, to manage our risk related to certain foreign currency fluctuations. As of June 30, 2023 and December 31, 2022, we held contracts with notional amounts of $76.9 million and $58.3 million to exchange the U.S. dollar, Euro, and Thai baht. See Note 8 of Notes to Consolidated Financial Statements.

~~We are exposed to~~qualitative market risk ~~from changes~~disclosures described in interest rates related to our borrowing under our Revolving Credit Agreement and Receivables Financing Agreement. Excluding deferred financing costs and third party fees, we had $462 million in borrowings under our Term Loan A, $563 million in borrowings under our Term Loan B, and no borrowings under our Revolving Credit Agreement and under our Receivables Financing Agreement at June 30, 2023. After considering the effects of our interest rate swap agreement (see Note 8 of Notes to Consolidated Financial Statements), we estimate an increase in interest rates of 100 basis points would result in a potential reduction in future pre-tax earnings of approximately $8 million per year based on our borrowings at June 30, 2023 and annualized sales volume under the RPA.

such Annual Report.~~Due to the nature and pricing of our~~Products & Healthcare Services segment distribution services, we are exposed to potential volatility in fuel prices. Our strategies for helping to mitigate our exposure to changing domestic fuel prices have included using trucks with improved fuel efficiency. We benchmark our domestic diesel fuel purchase prices against the U.S. Weekly Retail On-Highway Diesel Prices (benchmark) as quoted by the U.S. Energy Information Administration. The benchmark averaged $4.16 and $4.92 per gallon in the first six months of 2023 and 2022. Based on business activity during the first six months of 2023, we estimate that every 10 cents per gallon increase in the benchmark would reduce our operating income by approximately $0.6 million on an annualized basis. We are also indirectly exposed to increased shipping and freight costs, including container and other third party fees associated with the transportation of our products due to changes in fuel prices. Changes in fuel prices have contributed to significant shipping and freight costs in recent years and in the future may contribute to changes in our results of operations.

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Item 4. Controls and Procedures

We carried out an evaluation, with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023. Beginning with the first quarter of 2023, management's evaluation and conclusion as to the effectiveness of the design and operation of our disclosure controls and procedures as of and for the period covered by this report includes the evaluation of the internal control over financial reporting of Apria, Inc.March 31, 2024. There ~~were~~was no ~~other changes~~change in our internal control over financial reporting that occurred during the period of this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Certain legal proceedings pending against us are described in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Through ~~June 30, 2023,~~March 31, 2024, there have been no material developments in any legal proceedings reported in such Annual Report.

~~O&M Halyard N95 Mask FDA Release~~

On April 5, 2023 we received a communication from the NIOSH that products from one lot of a model (No. 46827) of surgical N95 respirator manufactured by O&M Halyard did not pass laboratory tests for fluid resistance and for filtration efficiency, and that products from one lot of another model (No. 46727) did not pass fluid resistance testing, but did pass filtration efficiency testing. At present, our investigation has determined that there are a limited number of lots potentially implicated by the results of the NIOSH particulate filtration testing on model 46827. The vast majority of the products in those lots remain in our possession and under our control, and those lots that had products that did reach the market have passed internal follow-up testing.

We are thoroughly investigating the matters identified by the FDA and NIOSH and we are performing product retesting as we work closely with government agencies to resolve these matters. We are unable to reasonably estimate the amount of any possible loss or range of possible losses or predict the ultimate outcome of these matters. However, there is a risk that these matters and any other safety concerns could have a material adverse effect on our results of operations, financial condition, or cash flows, including as a result of a significant volume of customer product returns and/or recall of products, implementation of corrective action plans, and/or other costly remedial actions in the US and elsewhere. In addition, these matters could potentially have other negative impacts including: government investigations and enforcement actions by the FDA or other US or international regulators or governmental entities; the suspension or revocation of the authority to produce, distribute or sell products, and other sanctions; losses due to patient claims, including product liability claims and lawsuits; and customer claims related to their direct costs arising from supply disruption.

Item 1A. Risk Factors

Certain risk factors that we believe could affect our business and prospects are described in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Through ~~June 30, 2023,~~March 31, 2024, there have been no material changes in the risk factors described in such Annual Report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

~~Table of Contents~~

Item 5. Other Information.

On March 1, 2024, Alexander Bruni, Executive Vice President & CFO, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 16,812 shares of Owens & Minor, Inc. common stock between June 3, 2024 and August 30, 2024, subject to certain conditions.

On March 4, 2024, Mark Beck, a Director of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 9,344 shares of Owens & Minor, Inc. common stock between June 5, 2024 and June 28, 2024, subject to certain conditions.

On March 4, 2024, Perry Bernocchi, Chief Executive Officer, Patient Direct, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 40,977 shares of Owens & Minor, Inc. common stock between June 6, 2024 and June 28, 2024, subject to certain conditions.

On March 4, 2024, Michael Lowry, Senior Vice President, Corporate Controller & Chief Accounting Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 57,148 shares of Owens & Minor, Inc. common stock between June 4, 2024 and June 2, 2025, subject to certain conditions.

On March 4, 2024, Snehashish Sarkar, Executive Vice President, Chief Information Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 17,553 shares of Owens & Minor, Inc. common stock between June 4, 2024 and November 29, 2024, subject to certain conditions.

~~None.~~

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Item 6. Exhibits

~~(a)Exhibits~~

(a)

Exhibits


~~22.1~~
10.1		Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated March 1, 2024)*

22.1		List of Guarantor Subsidiaries

22.2		List of Subsidiaries Pledged as Collateral

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL ~~document.~~document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as ~~inline~~ iXBRL and contained in Exhibit 101)

		*Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Owens & Minor, Inc.

(Registrant)

Date: May 3, 2024

~~August 4, 2023~~

/s/ Edward A. Pesicka

Edward A. Pesicka

President, Chief Executive Officer & Director

Date: May 3, 2024

~~August 4, 2023~~

/s/ Alexander J. Bruni

Alexander J. Bruni

Executive Vice President & Chief Financial Officer


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2023		2022		2023		2022
Net revenue	$	2,563,226	$	2,500,015	$	5,086,075	$	4,906,967
Cost of goods sold	2,043,794		1,967,510		4,069,336		4,001,014
Gross margin	519,432		532,505		1,016,739		905,953
Distribution, selling and administrative expenses	455,030		421,925		903,752		691,397
Acquisition-related charges and intangible amortization	22,203		37,276		44,392		79,410
Exit and realignment charges	28,963		1,214		44,637		2,896
Other operating expense (income), net	2,397		(2,995)		3,312		(3,894)
Operating income	10,839		75,085		20,646		136,144
Interest expense, net	40,728		35,839		82,926		47,858
Other expense, net	1,072		783		2,458		1,565
(Loss) income before income taxes	(30,961)		38,463		(64,738)		86,721
Income tax (benefit) provision	(2,720)		9,859		(12,079)		18,837
Net (loss) income	$	(28,241)	$	28,604	$	(52,659)	$	67,884

Net (loss) income per common share:
Basic	$	(0.37)	$	0.38	$	(0.70)	$	0.92
Diluted	$	(0.37)	$	0.37	$	(0.70)	$	0.89


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net (loss) income	$	(28,241)	$	28,604	$	(52,659)	$	67,884
Other comprehensive income (loss) net of tax:
Currency translation adjustments	(5,167)		(18,831)		(49)		(19,618)
Change in unrecognized net periodic pension costs	136		297		(11)		486
Change in gains and losses on derivative instruments	3,299		2,764		(78)		2,764
Total other comprehensive loss, net of tax	(1,732)		(15,770)		(138)		(16,368)
Comprehensive (loss) income	$	(29,973)	$	12,834	$	(52,797)	$	51,516


	June 30,		December 31,
(in thousands, except per share data)	2023		2022
Assets
Current assets
Cash and cash equivalents	$	286,307	$	69,467
Accounts receivable, net of allowances of $9,270 and $9,063	672,511		763,497
Merchandise inventories	1,168,227		1,333,585
Other current assets	135,409		128,636
Total current assets	2,262,454		2,295,185
Property and equipment, net of accumulated depreciation of $510,394 and $450,286	559,508		578,269
Operating lease assets	292,809		280,665
Goodwill	1,637,149		1,636,705
Intangible assets, net	403,020		445,042
Other assets, net	133,060		150,417
Total assets	$	5,288,000	$	5,386,283
Liabilities and equity
Current liabilities
Accounts payable	$	1,194,173	$	1,147,414
Accrued payroll and related liabilities	92,264		93,296
Other current liabilities	405,204		325,756
Total current liabilities	1,691,641		1,566,466
Long-term debt, excluding current portion	2,309,853		2,482,968
Operating lease liabilities, excluding current portion of $86,437 and $76,805	214,905		215,469
Deferred income taxes	55,354		60,833
Other liabilities	120,018		114,943
Total liabilities	4,391,771		4,440,679
Commitments and contingencies
Equity
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 76,440 shares and 76,279 shares as of June 30, 2023 and December 31, 2022	152,880		152,557
Paid-in capital	421,993		418,894
Retained earnings	357,349		410,008
Accumulated other comprehensive loss	(35,993)		(35,855)
Total equity	896,229		945,604
Total liabilities and equity	$	5,288,000	$	5,386,283


	Six Months Ended June 30,
(in thousands)	2023		2022
Operating activities:
Net (loss) income	$	(52,659)	$	67,884
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization	142,988		97,286
Share-based compensation expense	11,675		11,210
(Benefit) provision for losses on accounts receivable	(900)		4,512
Loss on extinguishment of debt	843		—
Deferred income tax (benefit) provision	(6,758)		1,601
Changes in operating lease right-of-use assets and lease liabilities	(3,077)		606
(Gain) loss on sale and dispositions of property and equipment	(18,563)		226
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	90,203		16,275
Merchandise inventories	165,651		(24,438)
Accounts payable	52,159		12,349
Net change in other assets and liabilities	82,954		(23,945)
Other, net	6,994		5,958
Cash provided by operating activities	471,510		169,524
Investing activities:
Acquisition, net of cash acquired	—		(1,684,607)
Additions to property and equipment	(92,750)		(62,236)
Additions to computer software	(8,229)		(3,463)
Proceeds from sale of property and equipment	35,729		5,846
Other, net	(418)		(839)
Cash used for investing activities	(65,668)		(1,745,299)
Financing activities:
Borrowings under amended Receivables Financing Agreement	348,200		347,800
Repayments under amended Receivables Financing Agreement	(444,200)		(402,800)
Repayments of debt	(78,301)		(1,500)
Proceeds from issuance of debt	—		1,691,000
Borrowings under revolving credit facility, net and Receivables Financing Agreement	—		30,000
Financing costs paid	—		(41,479)
Other, net	(8,819)		(42,388)
Cash (used for) provided by financing activities	(183,120)		1,580,633
Effect of exchange rate changes on cash, cash equivalents and restricted cash	196		(3,864)
Net increase in cash, cash equivalents and restricted cash	222,918		994
Cash, cash equivalents and restricted cash at beginning of period	86,185		72,035
Cash, cash equivalents and restricted cash at end of period	$	309,103	$	73,029
Supplemental disclosure of cash flow information:
Income taxes (received) paid, net	$	(10,506)	$	25,782
Interest paid	$	78,625	$	32,417
Noncash investing activity:
Unpaid purchases of property and equipment and computer software at end of period	$	65,808	$	56,429


(in thousands, except per share data)	Common Shares Outstanding	Common Stock ($2 par value )		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity
Balance, December 31, 2022	76,279	$	152,557	$	418,894	$	410,008	$	(35,855)	$	945,604
Net loss	—	—		—		(24,418)		—		(24,418)
Other comprehensive income	—	—		—		—		1,594		1,594
Share-based compensation expense, exercises and other	(83)	(166)		1,786		—		—		1,620
Balance, March 31, 2023	76,196	152,391		420,680		385,590		(34,261)		924,400
Net loss	—	—		—		(28,241)		—		(28,241)
Other comprehensive loss	—	—		—		—		(1,732)		(1,732)
Share-based compensation expense, exercises and other	244	489		1,313		—		—		1,802
Balance, June 30, 2023	76,440	$	152,880	$	421,993	$	357,349	$	(35,993)	$	896,229

Balance, December 31, 2021	75,433	$	150,865	$	440,608	$	387,619	$	(40,591)	$	938,501
Net income	—	—		—		39,279		—		39,279
Other comprehensive loss	—	—		—		—		(598)		(598)
Share-based compensation expense, exercises and other	653	1,307		(30,867)		—		—		(29,560)
Balance, March 31, 2022	76,086	152,172		409,741		426,898		(41,189)		947,622
Net income	—	—		—		28,604		—		28,604
Other comprehensive loss	—	—		—		—		(15,770)		(15,770)
Share-based compensation expense, exercises and other	85	171		(1,968)		—		—		(1,797)
Balance, June 30, 2022	76,171	$	152,343	$	407,773	$	455,502	$	(56,959)	$	958,659


	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	286,307	$	69,467
Restricted cash included in Other current assets	22,796		—
Restricted cash included in Other assets, net	—		16,718
Total cash, cash equivalents, and restricted cash	$	309,103	$	86,185


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Net revenue	$	2,500,015	$	5,184,080
Net income (loss)	$	34,408	$	(44,454)


	Patient Direct		Products & Healthcare Services		Consolidated
Carrying amount of goodwill, December 31, 2022	$	1,533,670	$	103,035	$	1,636,705
Acquisition adjustment	1,582		—		1,582
Currency translation adjustments	—		(1,138)		(1,138)
Carrying amount of goodwill, June 30, 2023	$	1,535,252	$	101,897	$	1,637,149


	June 30, 2023							December 31, 2022
		Customer Relationships		Tradenames		Other Intangibles			Customer Relationships		Tradenames		Other Intangibles
Gross intangible assets		$	446,344	$	202,000	$	73,184		$	447,107	$	202,000	$	73,181
Accumulated amortization		(224,154)		(59,874)		(34,480)			(197,540)		(50,094)		(29,612)
Net intangible assets		$	222,190	$	142,126	$	38,704		$	249,567	$	151,906	$	43,569
Weighted average useful life		13 years		10 years		6 years			13 years		10 years		6 years


Year
2023 (remainder)	$	41,489
2024	65,285
2025	55,157
2026	53,721
2027	46,878
2028	28,867


	June 30, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
4.375% Senior Notes, due December 2024	$	245,659	$	240,032	$	245,510	$	237,772
Receivables Securitization Program	—		—		93,142		96,000
Term Loan A	454,349		452,060		490,816		485,000
4.500% Senior Notes, due March 2029	492,703		417,752		492,762		396,625
Term Loan B	546,014		563,203		576,587		597,733
6.625% Senior Notes, due April 2030	579,023		538,085		585,180		516,060
Finance leases and other	16,508		16,508		16,877		16,877
Total debt	2,334,256		2,227,640		2,500,874		2,346,067
Less current maturities	(24,403)		(24,403)		(17,906)		(17,906)
Long-term debt	$	2,309,853	$	2,203,237	$	2,482,968	$	2,328,161


Year
2023 (remainder)	$	9,250
2024	273,855
2025	40,375
2026	43,500
2027	367,875
2028	6,000
2029	1,028,845
2030	592,670


				Derivative Assets			Derivative Liabilities
	Notional Amount		Maturity Date	Classification	Fair Value		Classification	Fair Value
Cash flow hedges
Interest rate swaps	$	350,000	March 2027	Other assets, net	$	15,355	Other liabilities	$	—

Economic (non-designated) hedges
Foreign currency contracts	$	76,916	July - August 2023	Other current assets	$	269	Other current liabilities	$	2


	Amount of Gain Recognized in Other Comprehensive Income (Loss)				Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded				Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Income
	Three months ended June 30, 2023		Six months ended June 30, 2023			Three months ended June 30, 2023		Six months ended June 30, 2023		Three months ended June 30, 2023		Six months ended June 30, 2023
Interest rate swaps	$	6,792	$	4,405	Interest expense, net	$	(40,728)	$	(82,926)	$	2,335	$	4,511


	Amount of Gain Recognized in Other Comprehensive Income (Loss)				Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income	Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded				Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income
	Three months ended June 30, 2022		Six months ended June 30, 2022			Three months ended June 30, 2022		Six months ended June 30, 2022		Three months ended June 30, 2022		Six months ended June 30, 2022
Interest rate swaps	$	2,044	$	2,044	Interest expense, net	$	(35,839)	$	(47,858)	$	(1,692)	$	(1,692)


	Retirement Plans		Currency Translation Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, March 31, 2023	$	(7,348)	$	(34,977)	$	8,064	$	(34,261)
Other comprehensive (loss) income before reclassifications	—		(5,167)		6,792		1,625
Income tax	—		—		(1,766)		(1,766)
Other comprehensive (loss) income before reclassifications, net of tax	—		(5,167)		5,026		(141)
Amounts reclassified from accumulated other comprehensive income (loss)	123		—		(2,335)		(2,212)
Income tax	13		—		608		621
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	136		—		(1,727)		(1,591)
Other comprehensive income (loss)	136		(5,167)		3,299		(1,732)
Accumulated other comprehensive (loss) income, June 30, 2023	$	(7,212)	$	(40,144)	$	11,363	$	(35,993)


	Three Months Ended June 30,				Change
(Dollars in thousands)	2023		2022		$		%
Products & Healthcare Services	$	1,930,723	$	1,927,388	$	3,335	0.2	%
Patient Direct	632,503		572,627		59,876		10.5	%
Net revenue	$	2,563,226	$	2,500,015	$	63,211	2.5	%

	Six Months Ended June 30,				Change
(Dollars in thousands)	2023		2022		$		%
Products & Healthcare Services	$	3,846,212	$	4,061,429	$	(215,217)	(5.3)	%
Patient Direct	1,239,863		845,538		394,325		46.6	%
Net revenue	$	5,086,075	$	4,906,967	$	179,108	3.7	%