Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 13, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | OWENS & MINOR INC/VA/ | ||
Entity Central Index Key | 75,252 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Trading Symbol | OMI | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 61,038,220 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,336,644,396 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net revenue | $ 9,723,431 | $ 9,772,946 | $ 9,440,182 |
Cost of goods sold | 8,536,121 | 8,558,373 | 8,270,216 |
Gross margin | 1,187,310 | 1,214,573 | 1,169,966 |
Distribution, selling and administrative expenses | 970,424 | 993,783 | 984,102 |
Acquisition-related and exit and realignment charges | 24,675 | 28,404 | 42,801 |
Other operating income, net | (7,388) | (7,973) | (16,473) |
Operating earnings | 199,599 | 200,359 | 159,536 |
Loss on early retirement of debt | 0 | 0 | 14,890 |
Interest expense, net | 27,057 | 27,149 | 18,163 |
Income before income taxes | 172,542 | 173,210 | 126,483 |
Income tax provision | 63,755 | 69,801 | 59,980 |
Net income | $ 108,787 | $ 103,409 | $ 66,503 |
Net income attributable to Owens & Minor, Inc. per common share: | |||
Basic (in usd per share) | $ 1.76 | $ 1.65 | $ 1.06 |
Diluted (in usd per share) | 1.76 | 1.65 | 1.06 |
Cash dividends per common share (in usd per share) | $ 1.022 | $ 1.01 | $ 1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 108,787 | $ 103,409 | $ 66,503 |
Other comprehensive income (loss), net of tax: | |||
Currency translation adjustments (net of income tax of $0 in 2016, 2015 and 2014) | (15,017) | (27,581) | (29,539) |
Change in unrecognized net periodic pension costs (net of income tax of $343 in 2016, $90 in 2015, and $2,361 in 2014) | (727) | (159) | (3,844) |
Other (net of income tax of $0 in 2016 and 2015, $72 in 2014) | 86 | (84) | (186) |
Other comprehensive income (loss) | (15,658) | (27,824) | (33,569) |
Comprehensive income | $ 93,129 | $ 75,585 | $ 32,934 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax benefit | 343 | 90 | 2,361 |
Other, income tax benefits | $ 0 | $ 0 | $ 72 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 185,488 | $ 161,020 |
Accounts and notes receivable, net | 606,084 | 587,935 |
Merchandise inventories | 916,311 | 940,775 |
Other current assets | 254,156 | 284,970 |
Total current assets | 1,962,039 | 1,974,700 |
Property and equipment, net | 191,718 | 208,930 |
Goodwill, net | 414,936 | 419,619 |
Intangible assets, net | 82,511 | 95,250 |
Other assets, net | 66,548 | 75,277 |
Total assets | 2,717,752 | 2,773,776 |
Current liabilities | ||
Accounts payable | 750,750 | 710,609 |
Accrued payroll and related liabilities | 45,051 | 45,907 |
Other current liabilities | 238,837 | 307,073 |
Total current liabilities | 1,034,638 | 1,063,589 |
Long-term debt, excluding current portion | 564,583 | 568,495 |
Deferred income taxes | 90,383 | 86,326 |
Other liabilities | 68,110 | 62,776 |
Total liabilities | 1,757,714 | 1,781,186 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized—200,000 shares; issued and outstanding—61,031 shares and 62,803 shares | 122,062 | 125,606 |
Paid-in capital | 219,955 | 211,943 |
Retained earnings | 685,504 | 706,866 |
Accumulated other comprehensive income (loss) | (67,483) | (51,825) |
Total equity | 960,038 | 992,590 |
Total liabilities and equity | $ 2,717,752 | $ 2,773,776 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, issued (shares) | 61,031,000 | 62,803,000 |
Commons stock, outstanding (shares) | 61,031,000 | 62,803,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net income | $ 108,787 | $ 103,409 | $ 66,503 |
Adjustments to reconcile net income to cash provided by (used for) operating activities : | |||
Depreciation and amortization | 55,393 | 65,982 | 63,407 |
Share-based compensation expense | 12,042 | 11,306 | 8,207 |
Deferred income tax expense (benefit) | 4,218 | (6,101) | (3,385) |
Provision for losses on accounts and notes receivable | 377 | (24) | 448 |
Loss on early retirement of debt | 0 | 0 | 14,890 |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable | (25,244) | 18,333 | (17,803) |
Merchandise inventories | 22,589 | (69,727) | (57,329) |
Accounts payable | 43,430 | 114,011 | (52,148) |
Net change in other assets and liabilities | (37,559) | 30,177 | (25,828) |
Other, net | 2,901 | 2,231 | (723) |
Cash provided by (used for) operating activities | 186,934 | 269,597 | (3,761) |
Investing activities: | |||
Acquisitions, net of cash acquired | 0 | 0 | (248,536) |
Additions to computer software and intangible assets | (9,819) | (16,085) | (22,384) |
Additions to property and equipment | (20,302) | (20,531) | (48,424) |
Proceeds from sale of property and equipment | 5,375 | 143 | 156 |
Proceeds from investment sale | 0 | 0 | 1,937 |
Cash used for investing activities | (24,746) | (36,473) | (317,251) |
Financing activities: | |||
Proceeds from issuance of debt | 0 | 0 | 547,693 |
Proceeds from (repayment of) revolving credit facility | 0 | (33,700) | 33,700 |
Repayment of debt | 0 | 0 | (217,352) |
Cash dividends paid | (63,382) | (63,651) | (63,104) |
Repurchases of common stock | (71,028) | (20,000) | (9,934) |
Financing costs paid | 0 | 0 | (5,391) |
Proceeds from exercise of stock options | 0 | 0 | 1,180 |
Excess tax benefits related to share-based compensation | 761 | 646 | 582 |
Purchase of noncontrolling interest | 0 | 0 | (1,500) |
Other, net | (8,294) | (7,528) | (7,314) |
Cash provided by (used for) financing activities | (141,943) | (124,233) | 278,560 |
Effect of exchange rate changes on cash and cash equivalents | 4,223 | (4,643) | (2,681) |
Net increase (decrease) in cash and cash equivalents | 24,468 | 104,248 | (45,133) |
Cash and cash equivalents at beginning of year | 161,020 | 56,772 | 101,905 |
Cash and cash equivalents at end of year | $ 185,488 | $ 161,020 | $ 56,772 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2013 | 63,096 | |||||
Beginning Balance at Dec. 31, 2013 | $ 1,025,043 | $ 126,193 | $ 196,605 | $ 691,547 | $ 9,568 | $ 1,130 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 66,503 | 66,503 | ||||
Other comprehensive income | (33,569) | (33,569) | ||||
Dividends declared ($1.00 per share for 2014, $1.01 per share for 2016, $1.02 per share for 2016) | $ (62,934) | (62,934) | ||||
Shares repurchased and retired (in shares) | (300) | (291) | ||||
Shares repurchased and retired | $ (9,934) | $ (583) | (9,351) | |||
Share-based compensation expense, exercises and other (in shares) | 265 | |||||
Share-based compensation expense, exercises and other | 7,554 | $ 530 | 7,024 | |||
Purchase of noncontrolling interest | (1,825) | (695) | (1,130) | |||
Ending Balance (in shares) at Dec. 31, 2014 | 63,070 | |||||
Ending Balance at Dec. 31, 2014 | 990,838 | $ 126,140 | 202,934 | 685,765 | (24,001) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 103,409 | 103,409 | ||||
Other comprehensive income | (27,824) | (27,824) | ||||
Dividends declared ($1.00 per share for 2014, $1.01 per share for 2016, $1.02 per share for 2016) | $ (63,483) | (63,483) | ||||
Shares repurchased and retired (in shares) | (600) | (587) | ||||
Shares repurchased and retired | $ (20,000) | $ (1,175) | (18,825) | |||
Share-based compensation expense, exercises and other (in shares) | 320 | |||||
Share-based compensation expense, exercises and other | $ 9,650 | $ 641 | 9,009 | |||
Ending Balance (in shares) at Dec. 31, 2015 | 62,803 | 62,803 | ||||
Ending Balance at Dec. 31, 2015 | $ 992,590 | $ 125,606 | 211,943 | 706,866 | (51,825) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 108,787 | 108,787 | ||||
Other comprehensive income | (15,658) | (15,658) | ||||
Dividends declared ($1.00 per share for 2014, $1.01 per share for 2016, $1.02 per share for 2016) | $ (63,212) | (63,212) | ||||
Shares repurchased and retired (in shares) | (2,000) | (2,045) | ||||
Shares repurchased and retired | $ (71,028) | $ (4,091) | (66,937) | |||
Share-based compensation expense, exercises and other (in shares) | 273 | |||||
Share-based compensation expense, exercises and other | $ 8,559 | $ 547 | 8,012 | |||
Ending Balance (in shares) at Dec. 31, 2016 | 61,031 | 61,031 | ||||
Ending Balance at Dec. 31, 2016 | $ 960,038 | $ 122,062 | $ 219,955 | $ 685,504 | $ (67,483) | $ 0 |
Consolidated Statements of Cha9
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, par value (in usd per share) | $ 2 | $ 2 | $ 2 |
Dividends declared, per share (in usd per share) | $ 1.022 | $ 1.01 | $ 1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Owens & Minor, Inc. and subsidiaries (we, us or our), is a Fortune 500 company headquartered in Richmond, Virginia. We are a leading global healthcare services company that connects the world of medical products to the point of care by providing vital supply chain assistance to the providers of healthcare services and the manufacturers of healthcare products, supplies, and devices in the United States and Europe. We serve our customers with a service portfolio that covers procurement, inventory management, delivery and sourcing for the healthcare market. With fully developed networks in the United States and Europe, we are equipped to serve a customer base ranging from hospitals, integrated healthcare systems, group purchasing organizations, and the U.S. federal government, to manufacturers of life-science and medical devices and supplies, including pharmaceuticals in Europe. In 2016, we have made certain changes to the leadership team, organizational structure, budgeting and financial reporting processes which drive changes to segment reporting. These changes align our operations into three distinct business units: Domestic, International and Clinical & Procedural Solutions (CPS). Domestic is our U.S. distribution, logistics and value-added services business, while International is our European distribution, logistics and value-added services business. CPS provides product-related solutions, including surgical and procedural kitting and sourcing. Furthermore, the basis for segment reporting shifts from the geography of the end customer to the business unit selling the product or providing the service. This includes intercompany transactions as well. Beginning with the first quarter of 2016, we report our financial results using this three segment structure and have recast prior year segment results on the same basis. Basis of Presentation. The consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls, in conformity with U.S generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. Reclassifications. Certain prior year amounts have been reclassified to conform to current year presentation. Depreciation and amortization, previously reported as a separate financial statement line item in the consolidated statements of income is now included in distribution, selling and administrative expenses for all periods presented. Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Estimates are used for, but are not limited to, the allowances for losses on accounts and notes receivable, inventory valuation allowances, supplier incentives, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, valuation of property held for sale, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates. Cash and Cash Equivalents. Cash and cash equivalents includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in the United States and Europe. Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of cash flows. Accounts and Notes Receivable, Net. Accounts receivable from customers are recorded at the invoiced amount. We assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer deposits in excess of outstanding receivable balances are classified as other current liabilities. We maintain valuation allowances based upon the expected collectability of accounts and notes receivable. Our allowances include specific amounts for accounts that are likely to be uncollectible, such as customer bankruptcies and disputed amounts and general allowances for accounts that may become uncollectible. Allowances are estimated based on a number of factors, including industry trends, current economic conditions, creditworthiness of customers, age of the receivables, changes in customer payment patterns, and historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Financing Receivables and Payables. We have an order-to-cash program in our International segment under which we invoice manufacturers’ customers and remit collected amounts to the manufacturers. We retain credit risk for certain uncollected receivables under this program where contractually obligated. We continually monitor the expected collectability in this program and maintain valuation allowances when it is likely that an amount may be or may become uncollectible. Allowances are estimated based on a number of factors including creditworthiness of customers, age of the receivables and historical experience. We write off uncollected receivables under this program when collection is no longer being pursued. At December 31, 2016 and 2015 , the allowance for uncollectible accounts as part of this program was $0.1 million . Fees charged for this program are included in net revenue. Product pricing and related product risks are retained by the manufacturer. Balances receivable and related amounts payable under this program are classified in other current assets and other current liabilities in the consolidated balance sheets. Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method for inventories in the U.S. Cost of inventories outside the U.S. is determined using the first-in, first out (FIFO) method. Property and Equipment. Property and equipment are stated at cost less accumulated depreciation or, if acquired under capital leases, at the lower of the present value of minimum lease payments or fair market value at the inception of the lease less accumulated amortization. Depreciation and amortization expense for financial reporting purposes is computed on a straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the term of the lease, if shorter. During 2015 we changed the useful lives of certain warehouse assets from eight years to 15 to better align with our current business practices. The cost basis of these assets was $12.9 million at December 31, 2015 and the change in useful lives reduced total depreciation expense by $0.9 million for the year ended December 31, 2015. In general, the estimated useful lives for computing depreciation and amortization are four to 15 years for warehouse equipment, five to 40 years for buildings and building improvements, and three to eight years for computers, furniture and fixtures, and office and other equipment. Straight-line and accelerated methods of depreciation are used for income tax purposes. Normal maintenance and repairs are expensed as incurred, and renovations and betterments are capitalized. Leases. We have entered into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one to 30 years. We also lease most of our transportation and material handling equipment for terms generally ranging from three to ten years. Certain information technology assets embedded in an outsourcing agreement are accounted for as capital leases. Leases are classified as operating leases or capital leases at their inception. Rent expense for leases with rent holidays or pre-determined rent increases are recognized on a straight-line basis over the lease term. Incentives and allowances for leasehold improvements are deferred and recognized as a reduction of rent expense over the lease term. Goodwill. We evaluate goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. In connection with our new three segment structure, goodwill has been reallocated based on the relative fair value of the underlying reporting units. We performed an interim impairment analysis in the first quarter of 2016 as a result of this change and noted no impairment. We review goodwill first by performing a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If not, we then perform a quantitative assessment by first comparing the carrying amount to the fair value of the reporting unit. If the fair value of the reporting unit is determined to be less than its carrying value, a second step is performed to measure the goodwill impairment loss as the excess of the carrying value of the reporting unit’s goodwill over the estimated fair value of its goodwill. We estimate the fair value of the reporting unit using valuation techniques which can include comparable multiples of the unit’s earnings before interest, taxes, depreciation and amortization (EBITDA) and present value of expected cash flows. The EBITDA multiples are based on an analysis of current enterprise values and recent acquisition prices of similar companies, if available. Intangible Assets. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts, non-competition agreements, trademarks, and tradenames are amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements. Customer relationships are generally amortized over 10 to 15 years and other intangible assets are amortized generally for periods between one and 15 years, based on their pattern of economic benefit or on a straight-line basis. Computer Software. We develop and purchase software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are amortized over the estimated useful life of the software, usually between three and ten years. Capitalized computer software costs are included in other assets, net, in the consolidated balance sheets. Unamortized software at December 31, 2016 and 2015 was $59.2 million and $68.4 million . Depreciation and amortization expense includes $12.9 million , $15.4 million and $16.4 million of software amortization for the years ended December 31, 2016 , 2015 and 2014 . Additional amortization of $4.5 million in 2015 and $6.0 million in 2014 related to the accelerated amortization of an information system which was replaced in the International segment is included in acquisition-related and exit and realignment charges in the consolidated statements of income. Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, and unamortized software costs, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for potential impairment by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. Self-Insurance Liabilities. We are self-insured for most employee healthcare, workers’ compensation and automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors. If the underlying facts and circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to record additional expense or reductions to expense. Self-insurance liabilities are included in other accrued liabilities on the consolidated balance sheets. Revenue Recognition. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price or fee is fixed or determinable, and collectability is reasonably assured. Under most of our distribution contracts, we record revenue at the time shipment is completed as title passes to the customer when the product is received by the customer. Revenue for activity-based fees and other services is recognized as work is performed and as amounts are earned. Depending on the specific contractual provisions and nature of the deliverable, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, all contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. We allocate revenue for arrangements with multiple deliverables meeting the criteria for a separate unit of accounting using the relative selling price method and recognize revenue for each deliverable in accordance with applicable revenue recognition criteria. In most cases, we record revenue gross, as we are the primary obligor in our sales arrangements, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. When we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our third-party logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. Cost of Goods Sold. 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, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs associated with our CPS business. We have contractual arrangements with certain suppliers that provide incentives, including cash discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a reduction in cost of goods sold as targets become probable of achievement. In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our third-party logistics business, there is no cost of goods sold and all costs to provide the service to the customer are recorded in selling, general and administrative expenses. As a result of different practices of categorizing costs and different business models throughout our industry, our gross margins may not necessarily be comparable to other distribution companies. Distribution, Selling and Administrative (DS&A) Expenses. DS&A expenses include shipping and handling costs, labor, depreciation, amortization and other costs for selling and administrative functions associated with our distribution and logistics services and all costs associated with our fee-for-service arrangements. Shipping and Handling. Shipping and handling costs are included in DS&A expenses on the consolidated statements of income and include costs to store, to move, and to prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $558.9 million , $548.6 million and $576.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Third-party shipping and handling costs billed to customers, which are included in net revenue, are immaterial for all periods presented. Share-Based Compensation. We account for share-based payments to employees at fair value and recognize the related expense in selling, general and administrative expenses over the service period for awards expected to vest. Derivative Financial Instruments. We are directly and indirectly affected by changes in certain market conditions, 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, primarily foreign currency exchange risk. We use forward contracts, which are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. We do not enter into derivative financial instruments for trading purposes. All derivatives are carried at fair value in our consolidated balance sheets, which is determined by using observable market inputs (Level 2). The cash flow impact of the our derivative instruments is primarily included in our consolidated statements of cash flows in net cash provided by operating activities. Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made. We earn a portion of our operating earnings in foreign jurisdictions outside the United States, which we consider to be indefinitely reinvested. Accordingly, no United States federal and state income taxes and withholding taxes have been provided on these earnings. Our cash, cash-equivalents, short-term investments, and marketable securities held by our foreign subsidiaries totaled $82.1 million and $46.0 million as of December 31, 2016 and 2015 . We do not intend, nor do we foresee a need, to repatriate these funds or other assets held outside the U.S. In the future, should we require more capital to fund activities in the U.S. than is generated by our domestic operations and is available through our borrowings, we could elect to repatriate cash or other assets from foreign jurisdictions that have previously been considered to be indefinitely reinvested. Upon distribution of these assets, we could be subject to additional U.S. federal and state income taxes and withholding taxes payable to foreign jurisdictions, where applicable. Fair Value Measurements. 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, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. Property held for sale is reported at estimated fair value less selling costs with fair value determined based on recent sales prices for comparable properties in similar locations (Level 2). The fair value of long-term 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 Notes 7, 10 and 11 for the fair value of property held for sale, debt instruments and derivatives. Acquisition-Related and Exit and Realignment Charges . We present costs incurred in connection with acquisitions in acquisition-related and exit and realignment charges in our consolidated statements of income. Acquisition-related charges consist primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate an acquisition, costs to perform post-closing activities to establish the organizational structure, and costs to transition the acquired company’s information technology and other operations and administrative functions from the former owner. Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are established at the cease-use date for remaining operating lease and other contractual obligations, net of estimated sub-lease income. The net lease termination cost is discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liability accordingly. The current portion of accrued lease and other contractual termination costs is included in other current liabilities on the consolidated balance sheets, and the non-current portion is included in other liabilities. Severance benefits are recorded when payment is considered probable and reasonably estimable. Income Per Share. Basic and diluted income per share are calculated pursuant to the two-class method, under which unvested share-based payment awards containing nonforfeitable rights to dividends are participating securities. Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and revenues and expenses are translated at average exchange rates during the period. Cumulative currency translation adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses on intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign currency transactions are recorded in other operating income, net in the consolidated statements of income and were not material to our consolidated results of operations in 2016 , 2015 and 2014 . Business Combinations . We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Recent Accounting Pronouncements . During 2016 , we adopted Accounting Standard Updates (ASU’s) issued by the Financial Accounting Standards Board (FASB). On January 1, 2016, we adopted ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs , which requires that our $3.5 million in debt issuance costs at December 31, 2016 related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As a result of this adoption, we have also presented $4.1 million in debt issuance costs from our December 31, 2015 balance sheet in a manner that conforms to the new presentation. The adoption of this standard did not affect our results of operations or cash flows in either the current or prior interim or annual periods. In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02, Leases which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use (ROU) asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and should be applied using a modified retrospective approach. We expect this standard will have a material effect on our financial statements. While we are continuing to assess the effect of adoption, we currently believe the most significant changes relate to the recognition of new ROU assets and lease liabilities on our balance sheet for office and warehouse facilities operating leases. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The amendments in this updated guidance will change several aspects of the accounting for shared-based payment transactions. The guidance requires all income tax effects of share-based awards to be recognized in the income statement as awards vest or are settled. Additionally, the guidance increases the amount employers can withhold in shares to cover employee income taxes without requiring liability classification and allows a policy election for accounting for forfeitures. This guidance is effective for us beginning January 1, 2017. We expect the adoption of this new guidance will not have a material impact on our financial statements. In May 2014, the FASB issued an ASU, Revenue from Contracts with Customers . The amended guidance eliminates industry specific guidance and applies to all companies. Revenue will be recognized when an entity satisfies a performance obligation by transferring control of a promised good or service to a customer in an amount that reflects the consideration to which the entity expects to be entitled for that good or service. Revenue from a contract that contains multiple performance obligations is allocated to each performance obligation generally on a relative standalone selling price basis. Amended guidance was issued on: principal versus agent considerations, shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good, clarification on how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The amended guidance also requires additional quantitative and qualitative disclosures. These amended standards are all effective for us beginning January 1, 2018 and allow for either full retrospective adoption or modified retrospective adoption (cumulative effect). We plan to adopt the new guidance in the first quarter of 2018 and have not determined the method we will use for adoption or the effect the standards will have on our ongoing financial reporting. |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties Many of our hospital customers in the U.S. are represented by group purchasing organizations (GPOs) that contract with us for services on behalf of the GPO members. GPOs representing a significant portion of our business are Vizient (formerly Novation, LLC and MedAssets Inc.), Premier, Inc. (Premier) and Health Trust Purchasing Group (HPG). Members of these GPOs have incentives to purchase from their primary selected distributor; however, they operate independently and are free to negotiate directly with distributors and manufacturers. For 2016 , 2015 and 2014 , net revenue from hospitals under contract with these GPOs represented the following approximate percentages of our net revenue annually: Vizient— 48% to 54% ; Premier— 20% to 22% ; and HPG— 10% to 14% . Net revenue from sales of product supplied by Medtronic represented approximately 13% and Johnson & Johnson represented approximately 9% of our net revenue annually for each of the previous three years. Net revenue from sales of product supplied by Becton Dickinson represented approximately 9% of our net revenue for 2016. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On October 1, 2014, we completed the acquisition of Medical Action Industries Inc., (Medical Action), a leading producer of surgical kits and procedure trays, which has enabled an expansion of our capabilities in the assembly of kits, packs and trays for the healthcare market. On November 1, 2014, we acquired ArcRoyal, a privately held surgical kitting company based in Ireland (ArcRoyal). The transaction expanded our capabilities in the assembly of kits, packs and trays in the European healthcare market. The combined consideration for these two acquisitions was $261.6 million , net of cash acquired, and including debt assumed of $13.4 million (capitalized lease obligations). The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon our preliminary estimate of their fair values at the date of acquisition, with certain exceptions permitted under GAAP. The combined purchase price exceeded the preliminary estimated fair value of the net tangible and identifiable intangible assets by $150.6 million , which was allocated to goodwill. The following table presents, in the aggregate, the estimated fair value of the assets acquired and liabilities assumed recognized as of the acquisition date. Preliminary Fair Measurement Period Adjustments Recorded in 2015 Fair Value as of Acquisition Date Assets acquired: Current assets $ 90,608 $ (229 ) $ 90,379 Property and equipment 34,048 (2,502 ) 31,546 Goodwill 150,492 121 150,613 Intangible assets 77,623 — 77,623 Total assets 352,771 (2,610 ) 350,161 Liabilities assumed: Current liabilities 64,736 (1,187 ) 63,549 Noncurrent liabilities 26,426 (1,423 ) 25,003 Total liabilities 91,162 (2,610 ) 88,552 Fair value of net assets acquired, net of cash $ 261,609 $ — $ 261,609 We are amortizing the fair value of acquired intangible assets, primarily customer relationships, over their weighted average useful lives of 14 years. Goodwill of $150.6 million held in the CPS segment consists largely of expected opportunities to expand our kitting capabilities. None of the goodwill recognized is expected to be deductible for income tax purposes. Pro forma results of operations for these acquisitions have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. We recognized pre-tax acquisition-related expenses of $1.2 million , $9.8 million and $16.1 million for the years ended December 31, 2016, 2015 and 2014. The current year amount related primarily to costs incurred to settle certain obligations and address other on-going matters associated with the acquisitions of ArcRoyal and Medical Action which were partially offset on a year-to-date basis by the first quarter gain on the sale of property acquired with Medical Action. Charges in 2015 consisted primarily of costs to continue the integration of Medical Action and ArcRoyal which were acquired in the fourth quarter of 2014 including certain severance and contractual payments to the former owner and costs to transition information technology and other administrative functions. Charges in 2014 consisted primarily of transaction costs incurred to perform due diligence and analysis related to these acquisitions, as well as costs to resolve certain contingencies with the former Movianto owner. |
Accounts and Notes Receivable,
Accounts and Notes Receivable, Net | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts and Notes Receivable, Net | Accounts and Notes Receivable, Net Allowances for losses on accounts and notes receivable of $13.5 million and $13.2 million have been applied as reductions of accounts receivable at December 31, 2016 and 2015 . Write-offs of accounts and notes receivable were $0.9 million , $1.2 million and $3.1 million for 2016 , 2015 and 2014 . |
Merchandise Inventories
Merchandise Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Merchandise Inventories | Merchandise Inventories At December 31, 2016 and 2015 we had inventory of $916.3 million and $940.8 million , of which $902.2 million and $927.7 million were valued under LIFO. If LIFO inventories had been valued on a current cost or first-in, first-out (FIFO) basis, they would have been greater by $115.4 million and $116.4 million as of December 31, 2016 and 2015 . At December 31, 2016 and 2015 , included in our inventory was $19.7 million and $22.3 million in raw materials, $10.8 million and $10.6 million in work in process and the remainder was finished goods. |
Financing Receivables and Payab
Financing Receivables and Payables | 12 Months Ended |
Dec. 31, 2016 | |
Receivables and Payables [Abstract] | |
Financing Receivables and Payables | Financing Receivables and Payables At December 31, 2016 and 2015 , we had financing receivables of $156.5 million and $198.5 million and related payables of $110.0 million and $148.5 million outstanding under our order-to-cash program, which were included in other current assets and other current liabilities, respectively, in the consolidated balance sheets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: December 31, 2016 2015 Warehouse equipment $ 167,889 $ 168,599 Computer equipment 51,513 53,566 Building and improvements 72,780 75,229 Leasehold improvements 60,360 60,522 Land and improvements 17,311 17,386 Furniture and fixtures 14,668 14,517 Office equipment and other 8,596 8,216 393,117 398,035 Accumulated depreciation (201,399 ) (189,105 ) Property and equipment, net $ 191,718 $ 208,930 The gross value of assets recorded under capital leases was $36.4 million and $38.7 million with associated accumulated depreciation of $16.4 million and $13.7 million as of December 31, 2016 and 2015 , respectively. Depreciation expense for property and equipment and assets under capital leases was $32.5 million , $36.3 million and $35.5 million for the years ended December 31, 2016 , 2015 and 2014 . Property held for sale in our Domestic segment was $3.8 million and $5.6 million at December 31, 2015 and 2014 and was included in other current assets, net, in the consolidated balance sheets. We had no property held for sale at December 31, 2016. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In connection with our new three segment structure, goodwill has been reallocated based on the relative fair value of the underlying reporting units. We performed an interim impairment analysis in the first quarter of 2016 as a result of this change and noted no impairment. The following table summarizes the changes in the carrying amount of goodwill through December 31, 2016 : Domestic International CPS Consolidated Carrying amount of goodwill, December 31, 2015 $ 180,006 $ 23,426 216,187 $ 419,619 Currency translation adjustments — (4,035 ) (648 ) (4,683 ) Carrying amount of goodwill, December 31, 2016 $ 180,006 $ 19,391 $ 215,539 $ 414,936 Intangible assets at December 31, 2016 and 2015 were as follows: 2016 2015 Customer Other Customer Other Gross intangible assets $ 118,223 $ 4,045 $ 121,888 $ 4,621 Accumulated amortization (38,429 ) (1,328 ) (29,872 ) (1,387 ) Net intangible assets $ 79,794 $ 2,717 $ 92,016 $ 3,234 Weighted average useful life 14 years 5 years 14 years 5 years At December 31, 2016 , $11.7 million in net intangible assets were held in the Domestic segment, $10.8 million in the International segment, and $60.1 million in CPS. Amortization expense for intangible assets was $10.0 million for 2016 , $9.8 million for 2015 and $5.5 million for 2014 . Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $9.5 million for 2017, $8.9 million for 2018, $8.8 million for 2019, $8.7 million for 2020 and $8.3 million for 2021. |
Exit and Realignment Costs
Exit and Realignment Costs | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Exit and Realignment Costs | Exit and Realignment Costs We periodically incur exit and realignment and other charges associated with optimizing our operations which include the closure and consolidation of certain distribution and logistics centers, administrative offices and warehouses in the United States and Europe. These charges also include costs associated with our strategic organizational realignment which include management changes, certain professional fees, and costs to streamline administrative functions and processes. Exit and realignment charges by segment for the years ended December 31, 2016 , 2015 and 2014 were as follows: Year ended December 31, 2016 2015 2014 Domestic segment $ 14,304 $ 7,318 $ 7,223 International segment 7,491 11,312 19,490 CPS 1,669 — — Total exit and realignment charges $ 23,464 $ 18,630 $ 26,713 The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2016 : Lease Severance and Total Accrued exit and realignment charges, January 1, 2014 $ 2,434 $ 475 $ 2,909 Provision for exit and realignment activities 5,592 6,338 11,930 Change in estimate (1,260 ) — (1,260 ) Cash payments, net of sublease income (3,191 ) (3,926 ) (7,117 ) Accrued exit and realignment charges, December 31, 2014 3,575 2,887 6,462 Provision for exit and realignment activities 1,118 3,965 5,083 Change in estimate (3,002 ) (875 ) (3,877 ) Cash payments, net of sublease income (1,205 ) (4,137 ) (5,342 ) Accrued exit and realignment charges, December 31, 2015 486 1,840 2,326 Provision for exit and realignment activities — 11,823 11,823 Change in estimate — (261 ) (261 ) Cash payments, net of sublease income (486 ) (11,164 ) (11,650 ) Accrued exit and realignment charges, December 31, 2016 $ — $ 2,238 $ 2,238 In addition to the exit and realignment accruals in the preceding table, we also incurred $11.9 million of costs that were expensed as incurred for the year ended December 31, 2016, including $3.6 million in professional services fees, $3.0 million in asset write-downs, $2.9 million in information system costs, $0.9 million in labor costs, $0.7 million in other facility costs and $0.8 million in other costs. We incurred $17.4 million of costs that were expensed as incurred for the year ended December 31, 2015, including $4.6 million in facility costs, $4.5 million in accelerated amortization of an information system that was replaced, $3.8 million in professional services fees, $3.0 million in information systems costs, $1.4 million in labor costs and $0.1 million in other costs. We incurred $16.0 million of costs that were expensed as incurred for the year ended December 31, 2014, including $6.0 million in accelerated amortization of an information system that was replaced, $3.3 million in facility costs, $2.9 million in labor costs, $1.8 million in information systems costs, $1.3 million in professional services fees and $0.7 million in other costs. We do no t expect significant additional costs in 2017 for activities that were initiated through December 31, 2016; however, we anticipate new actions will be taken in 2017 that will incur costs similar to prior years. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: 2016 2015 December 31, Carrying Estimated Carrying Estimated 3.875% Senior Notes, $275 million par value, maturing September 2021 $ 272,394 $ 274,450 $ 271,928 $ 273,680 4.375% Senior Notes, $275 million par value, maturing December 2024 272,444 269,995 272,054 272,828 Capital leases 24,549 24,549 29,539 29,539 Total debt 569,387 568,994 573,521 576,047 Less current maturities (4,804 ) (4,804 ) (5,026 ) (5,026 ) Long-term debt $ 564,583 $ 564,190 $ 568,495 $ 571,021 On September 16, 2014, we issued $275 million of 3.875% senior notes due 2021 (the “2021 Notes”) and $275 million of 4.375% senior notes due 2024 (the “2024 Notes”). The 2021 Notes were sold at 99.5% of the principal amount with an effective yield of 3.951% . The 2024 Notes were sold at 99.6% of the principal with an effective yield of 4.422% . Interest on the 2021 Notes and 2024 Notes is payable semiannually in arrears, commencing on March 15, 2015 and December 15, 2014, respectively. We have the option to redeem the 2021 Notes and 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 Treasury Rate plus 30 basis points. We have $3.5 million of deferred costs associated with the issuance of the 2021 Notes and 2024 Notes which were unamortized as of December 31, 2016. In 2014, we used a portion of the net proceeds from the 2021 Notes and the 2024 Notes to fund the early retirement of all of our $200 million of 6.35% senior notes due in 2016 (2016 Notes), which included the payment of a $17.4 million redemption premium. We recorded a net loss on the early retirement of our 2016 Notes of $14.9 million , which includes the redemption premium offset by the recognition of a gain on previously settled interest rate swaps. On September 17, 2014, we amended our existing Credit Agreement, increasing our borrowing capacity from $350 million to $450 million and extending the term through September 2019 (the Amended Credit Agreement). Under the Amended Credit Agreement, we have the ability to request two one -year extensions and to request an increase in aggregate commitments by up to $200 million . The interest rate on the Amended Credit Agreement, which is subject to adjustment quarterly, is based on the London Interbank Offered Rate (LIBOR), the Federal Funds Rate or the Prime Rate, plus an adjustment based on the better of our debt ratings or leverage ratio (Credit Spread) as defined by the Amended Credit Agreement. We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the facility. The terms of the Amended Credit Agreement limit the amount of indebtedness that we may incur and require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition. Based on our leverage ratio at December 31, 2016 , the interest rate under the credit facility is LIBOR plus 1.375% . At December 31, 2016 we had no borrowings and letters of credit of approximately $4.9 million outstanding under the Amended Credit Agreement, leaving $445 million available for borrowing. We also have a $1.1 million and $1.2 million letter of credit outstanding as of December 31, 2016 and 2015 , which supports our facilities leased in Europe. The Amended Credit Agreement and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. We believe we were in compliance with our debt covenants at December 31, 2016 . Cash payments for interest during 2016 , 2015 and 2014 were $27.9 million , $27.7 million and $18.5 million . We enter into long-term non-cancellable leases for certain warehouse equipment and vehicles which, for accounting purposes, are classified as capital leases. We also operate a kitting facility acquired with Medical Action which is subject to a long-term capital lease. As of December 31, 2016 , we were obligated under capital leases for minimum annual rental payments as follows: Year 2017 $ 6,625 2018 5,433 2019 3,688 2020 2,624 2021 2,139 Thereafter 14,303 Total minimum lease payments 34,812 Less: Amounts representing interest (10,263 ) Present value of total minimum lease payments 24,549 Less: Current portion of capital lease obligations (4,804 ) Long-term portion of capital lease obligations $ 19,745 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We are directly and indirectly affected by changes in certain market conditions, which may adversely impact our financial performance. These 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. The primary market risk managed through the use of derivative instruments is foreign currency exchange risk. We use forward contracts which are agreements to buy or sell a quantity of a currency or commodity at a predetermined future date, and at a predetermined rate or price. We do not enter into derivative financial instruments for trading purposes. At December 31, 2016 we did not have any derivatives outstanding. The total notional value of our foreign currency derivatives as of December 31, 2015 was $2.0 million . The notional amounts of the derivative instruments do not necessarily represent the amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts are calculated by reference to the notional amounts and by other terms of the derivative, such as foreign currency exchange rates. We determine the fair value of our derivatives based on quoted market prices. 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. Our derivatives are straightforward over-the-counter instruments with liquid markets. All derivatives are carried at fair value in our consolidated balance sheets in other assets and other liabilities line items. In 2016, 2015 and 2014, we did not have any derivatives designated as hedging instruments and all gains and losses resulting from changes in the fair value of derivative instruments were immediately recognized into earnings. At December 31, 2015 the fair value of our foreign currency contracts included in other assets on the consolidated balance sheet was $0.4 million . The impact from changes in the fair value of these foreign currency derivatives included in other operating income, net was $0.4 million expense for 2016 , $0.3 million expense for 2015 and $0.2 million income for 2014. We consider the risk of counterparty default to be minimal. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation We maintain a share-based compensation plan (the Plan) that is administered by the Compensation and Benefits Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and employees incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance shares, and restricted and unrestricted stock. We use authorized and unissued common shares for grants of restricted stock or for stock option exercises. At December 31, 2016 approximately 2.3 million common shares were available for issuance under the Plan. Restricted stock awarded under the Plan generally vests over one , three or five years. Certain restricted stock grants contain accelerated vesting provisions, based on the satisfaction of certain performance criteria related to the achievement of certain financial and operational results. Performance shares awarded under the Plan are issuable as restricted stock upon meeting performance goals and generally have a total performance and vesting period of three years. Stock options awarded under the Plan are generally subject to graded vesting over three years and expire seven to ten years from the date of grant. The options are granted at a price equal to fair market value at the date of grant. We did not grant any stock options in 2016, 2015, or 2014. We recognize the fair value of stock-based compensation awards, which is based upon the market price of the underlying common stock at the grant date, on a straight-line basis over the estimated requisite service period, which may be based on a service condition, a performance condition, or a combination of both. The fair value of performance shares as of the date of grant is estimated assuming that performance goals will be achieved at target levels. If such goals are not probable of being met, or are probable of being met at different levels, recognized compensation cost is adjusted to reflect the change in estimated fair value of restricted stock to be issued at the end of the performance period. Total share-based compensation expense for December 31, 2016 , 2015 and 2014 , was $12.0 million , $11.3 million and $8.2 million , with recognized tax benefits of $4.5 million , $4.4 million and $3.2 million . Unrecognized compensation cost related to nonvested restricted stock awards, net of estimated forfeitures, was $19.2 million at December 31, 2016 . This amount is expected to be recognized over a weighted-average period of 2.4 years , based on the maximum remaining vesting period required under the awards, and the amount that would be recognized over a shorter period based on accelerated vesting provisions, is approximately $0.7 million . Unrecognized compensation cost related to nonvested performance share awards as of December 31, 2016 was $0.8 million and will be recognized primarily in 2017 if the related performance targets are met. The following table summarizes the activity and value of nonvested restricted stock and performance share awards for the years ended December 31, 2016 , 2015 and 2014 ,: 2016 2015 2014 Number of Weighted Number of Weighted Number of Weighted Nonvested awards at beginning of year 1,104 $ 40.02 814 $ 33.29 738 $ 30.81 Granted 572 34.75 545 34.25 371 33.69 Vested (337 ) 32.65 (195 ) 29.90 (201 ) 31.01 Forfeited (248 ) 34.06 (60 ) 33.27 (94 ) 30.89 Nonvested awards at end of year 1,091 44.15 1,104 40.02 814 33.29 The total value of restricted stock vesting during the years ended December 31, 2016 , 2015 and 2014 , was $11.0 million , $5.8 million and $6.2 million . The following table summarizes the activity and terms of outstanding options at December 31, 2016 , and for each of the years in the three-year period then ended: Number of Weighted Average Weighted Average Aggregate Options outstanding at December 31, 2013 64 $ 23.33 Exercised (49 ) 24.21 Forfeited — — Options outstanding at December 31, 2014 15 20.49 Exercised (15 ) 20.49 Forfeited — — Options outstanding at December 31, 2015 — — Exercised — — Forfeited — — Options outstanding at December 31, 2016 — $ — — $ — The total intrinsic value of stock options exercised during the years ended December 31, 2016 , 2015 and 2014 , was $0.0 million , $0.2 million and $0.5 million . No options were granted in 2016, 2015 or 2014. No options were outstanding as of December 31, 2016. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans Savings and Retirement Plans. We maintain a voluntary 401(k) savings and retirement plan covering substantially all full-time and certain part-time employees in the United States who have completed one month of service and have attained age 18 . We match a certain percentage of each employee’s contribution. The plan also provides for a discretionary contribution by us to the plan for all eligible employees of 1% of their salary, subject to certain limits, and discretionary profit-sharing contributions. We may increase or decrease our contributions at our discretion, on a prospective basis. We incurred $12.5 million , $12.3 million , and $10.8 million of expense related to this plan in 2016 , 2015 and 2014 . We also maintain defined contribution plans in some of the European countries in which we operate. Expenses related to these plans were not material in 2016 , 2015 and 2014 . U.S. Retirement Plans. We have a noncontributory, unfunded retirement plan for certain officers and other key employees in the United States (U.S. Retirement Plan). In February 2012, our Board of Directors amended the U.S. Retirement Plan to freeze benefit levels and modify vesting provisions under the plan effective as of March 31, 2012. The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets: December 31, 2016 2015 Change in benefit obligation Benefit obligation, beginning of year $ 51,023 $ 49,055 Interest cost 1,980 1,806 Actuarial (gain) loss 2,616 1,855 Benefits paid (3,568 ) (1,693 ) Benefit obligation, end of year $ 52,051 $ 51,023 Change in plan assets Fair value of plan assets, beginning of year $ — $ — Employer contribution 3,568 1,693 Benefits paid (3,568 ) (1,693 ) Fair value of plan assets, end of year $ — $ — Funded status, end of year $ (52,051 ) $ (51,023 ) Amounts recognized in the consolidated balance sheets Other current liabilities $ (3,405 ) $ (2,977 ) Other liabilities (48,644 ) (48,023 ) Accumulated other comprehensive loss 18,071 17,102 Net amount recognized $ (33,978 ) $ (33,898 ) Accumulated benefit obligation $ 52,051 $ 51,023 Weighted average assumptions used to determine benefit obligation Discount rate 3.75 % 4.00 % Rate of increase in compensation levels N/A N/A Plan benefit obligations of the U.S. Retirement Plan were measured as of December 31, 2016 and 2015 . Plan benefit obligations are determined using assumptions developed at the measurement date. The weighted average discount rate, which is used to calculate the present value of plan liabilities, is an estimate of the interest rate at which the plan liabilities could be effectively settled at the measurement date. When estimating the discount rate, we review yields available on high-quality, fixed-income debt instruments and use a yield curve model from which the discount rate is derived by applying the projected benefit payments under the plan to points on a published yield curve. The components of net periodic benefit cost for the U.S. Retirement Plan, which is included in distribution, selling, and administrative expenses in the consolidated statements of income, were as follows: Year ended December 31, 2016 2015 2014 Interest cost $ 1,980 $ 1,806 $ 1,849 Recognized net actuarial loss 1,646 1,606 816 Net periodic benefit cost $ 3,626 $ 3,412 $ 2,665 Weighted average assumptions used to determine net periodic benefit cost Discount rate 4.00 % 3.75 % 4.50 % Rate of increase in future compensation levels N/A N/A N/A Amounts recognized for the U.S. Retirement Plan as a component of accumulated other comprehensive loss as of the end of the year that have not been recognized as a component of the net periodic benefit cost are presented in the following table. We expect to recognize approximately $1.8 million of the net actuarial loss reported in the following table as of December 31, 2016 , as a component of net periodic benefit cost during 2017. Year ended December 31, 2016 2015 Net actuarial loss $ (18,071 ) $ (17,102 ) Deferred tax benefit 7,048 6,663 Amounts included in accumulated other comprehensive income (loss), net of tax $ (11,023 ) $ (10,439 ) As of December 31, 2016 , the expected benefit payments required for each of the next five years and the five-year period thereafter for the U.S. Retirement Plan were as follows: Year 2017 $ 3,374 2018 3,269 2019 3,034 2020 2,968 2021 2,825 2022-2026 12,423 International Retirement Plans. Certain of our foreign subsidiaries have defined benefit pension plans covering substantially all of their respective employees. As of December 31, 2016 and 2015 , the accumulated benefit obligation under these plans was $2.0 million and $1.9 million . We recorded $0.1 million , $0.1 million and $0.2 million in net periodic benefit cost in distribution, selling and administrative expenses for the years ended December 31, 2016 , 2015 and 2014 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before income taxes consist of the following: Year ended December 31, 2016 2015 2014 Income (loss) before income taxes: U.S. $ 150,942 $ 167,444 $ 155,132 Foreign 21,600 5,766 (28,649 ) Income before income taxes $ 172,542 $ 173,210 $ 126,483 The income tax provision consists of the following: Year ended December 31, 2016 2015 2014 Current tax provision (benefit): Federal $ 46,846 $ 60,757 $ 52,178 State 8,512 11,431 9,801 Foreign 4,179 3,714 1,386 Total current tax provision 59,537 75,902 63,365 Deferred tax provision (benefit): Federal 5,303 (4,744 ) 282 State 885 (376 ) 295 Foreign (1,970 ) (981 ) (3,962 ) Total deferred tax provision 4,218 (6,101 ) (3,385 ) Total income tax provision $ 63,755 $ 69,801 $ 59,980 A reconciliation of the federal statutory rate to our effective income tax rate is shown below: Year ended December 31, 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % Increases (decreases) in the rate resulting from: State income taxes, net of federal income tax impact 3.7 % 4.1 % 5.2 % Foreign income taxes (4.3 )% (2.8 )% 1.7 % Valuation allowance 0.5 % 1.2 % 3.2 % Other 2.1 % 2.8 % 2.3 % Effective income tax rate 37.0 % 40.3 % 47.4 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2016 2015 Deferred tax assets: Employee benefit plans $ 35,540 $ 36,903 Accrued liabilities not currently deductible 15,693 15,268 Finance charges 3,803 6,128 Capital leases 6,607 7,363 Allowance for losses on accounts and notes receivable 4,069 3,852 Net operating loss carryforwards 12,722 12,395 Other 4,183 2,475 Total deferred tax assets 82,617 84,384 Less: valuation allowances (12,332 ) (10,798 ) Net deferred tax assets 70,285 73,586 Deferred tax liabilities: Merchandise inventories 71,035 67,013 Goodwill 37,854 36,613 Property and equipment 14,910 14,651 Computer software 15,363 17,870 Insurance 368 268 Intangible assets 18,887 22,048 Other 230 206 Total deferred tax liabilities 158,647 158,669 Net deferred tax liability $ (88,362 ) $ (85,083 ) The valuation allowances relate to deferred tax assets in various state and non-U.S. jurisdictions. Based on management’s judgments using available evidence about historical and expected future taxable earnings, management believes it is more likely than not that we will realize the benefit of the existing deferred tax assets, net of valuation allowances, at December 31, 2016 . The valuation allowances primarily relate to net operating loss carryforwards in non-U.S. jurisdictions which have various expiration dates ranging from five years to an unlimited carryforward period. It is our intention to permanently reinvest the earnings of our non-U.S. subsidiaries in those operations. As of December 31, 2016 , we have not made a provision for U.S. or additional foreign withholding taxes on investments in foreign subsidiaries that are permanently reinvested. Quantification of the deferred tax liability, if any, associated with permanently reinvested earnings is not practicable. Cash payments for income taxes, including interest, for 2016 , 2015 and 2014 were $74.1 million , $52.4 million and $81.6 million . At December 31, 2016 and 2015 , the liability for unrecognized tax benefits was $10.7 million and $7.7 million . A reconciliation of the changes in unrecognized tax benefits from the beginning to the end of the reporting period is as follows: 2016 2015 Unrecognized tax benefits at January 1, $ 7,657 $ 6,684 Increases for positions taken during current period 2,322 1,968 Increases for positions taken during prior periods 1,135 481 Decreases for positions taken during prior periods (242 ) (1,476 ) Lapse of statute of limitations (21 ) — Settlements with taxing authorities (126 ) — Unrecognized tax benefits at December 31, $ 10,725 $ 7,657 Included in the liability for unrecognized tax benefits at December 31, 2016 and 2015 , were $4.7 million and $4.1 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. These tax positions are temporary differences which do not impact the annual effective tax rate under deferred tax accounting. Any change in the deductibility period of these tax positions would impact the timing of cash payments to taxing jurisdictions. Unrecognized tax benefits of $4.8 million and $3.0 million at December 31, 2016 and 2015 , would impact our effective tax rate if recognized. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. Accrued interest at December 31, 2016 and 2015 was $0.4 million and $0.2 million . We recognized $0.2 million in interest income in 2016, $0.1 million in interest expense in 2015 and $0.1 million of interest expense in 2014. There were no penalties accrued at December 31, 2016 and 2015 or recognized in 2016, 2015 and 2014. We file income tax returns in the U.S. federal and various state and foreign jurisdictions. Our U.S. federal income tax returns for the years 2014 and 2015 are subject to examination. Our income tax returns for U.S. state and local jurisdictions are generally open for the years 2013 through 2015; however, certain returns may be subject to examination for differing periods. The former owner is contractually obligated to indemnify us for all income tax liabilities incurred by the Movianto business prior to its acquisition on August 31, 2012. |
Net Income per Common Share
Net Income per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common Share The following table summarizes the calculation of net income per share attributable to common shareholders for the years ended December 31, 2016 , 2015 and 2014 : Year ended December 31, 2016 2015 2014 Numerator: Net income $ 108,787 $ 103,409 $ 66,503 Less: income allocated to unvested restricted shares (1,147 ) (925 ) (597 ) Net income attributable to common shareholders—basic 107,640 102,484 65,906 Add: undistributed income attributable to unvested restricted shares—basic 297 235 18 Less: undistributed income attributable to unvested restricted shares—diluted (297 ) (235 ) (18 ) Net income attributable to common shareholders—diluted $ 107,640 $ 102,484 $ 65,906 Denominator: Weighted average shares outstanding—basic 61,093 62,116 62,220 Dilutive shares—stock options — 1 6 Weighted average shares outstanding—diluted 61,093 62,117 62,226 Net income attributable to common shareholders: Basic $ 1.76 $ 1.65 $ 1.06 Diluted $ 1.76 $ 1.65 $ 1.06 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity We had a shareholder rights agreement that expired on April 30, 2014 and was not renewed or replaced. All Rights attendant to outstanding shares of our common stock under the agreement also expired on April 30, 2014. In February 2014 our Board of Directors authorized a share repurchase program of up to $100 million of our outstanding common stock to be executed at the discretion of management over a three -year period, expiring in February 2017 . The program was intended, in part, to offset shares issued in conjunction with our stock incentive plans and return capital to shareholders. The authorized repurchases under this program were completed in December 2016. In October 2016, our Board of Directors authorized a new share repurchase program of up to $100 million of the company’s outstanding common stock to be executed at the discretion of management over a three -year period. The new authorization took effect in December 2016 upon the completion of the previous authorization. The timing of repurchases and the exact number of shares of common stock to be purchased will depend upon market conditions and other factors and may be suspended or discontinued at any time. Purchases under the share repurchase program are made either pursuant to 10b5-1 plans entered into by the company from time to time and/or during the company’s scheduled quarterly trading windows for officers and directors. During the year ended December 31, 2016, we repurchased in open-market transactions and retired approximately 2.0 million shares of our common stock for an aggregate of $71.0 million , or an average price per share of $34.72 . As of December 31, 2016, we have $99.0 million in remaining authorization available under the repurchase program. We have elected to allocate any excess of share repurchase price over par value to retained earnings. During the year ended December 31, 2015, we repurchased in open-market transactions and retired approximately 0.6 million shares of our common stock for an aggregate of $20.0 million , or an average price per share of $34.04 . During the year ended December 31, 2014, we repurchased in open-market transactions and retired approximately 0.3 million shares of our common stock for an aggregate of $9.9 million , or an average price per share of $34.31 . During 2014, we purchased the remaining outside stockholder's interest in a consolidated subsidiary that was partially owned for $1.5 million . Therefore we do not present a noncontrolling interest as a component of shareholders' equity as of December 31, 2016 or 2015. The noncontrolling interest in net income was not material in 2014. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following tables show the changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 2016 , 2015 and 2014 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2015 $ (10,482 ) $ (41,228 ) $ (115 ) $ (51,825 ) Other comprehensive income (loss) before reclassifications (2,716 ) (15,017 ) 86 (17,647 ) Income tax 869 — — 869 Other comprehensive income (loss) before reclassifications, net of tax (1,847 ) (15,017 ) 86 (16,778 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,646 — — 1,646 Income tax (526 ) — — (526 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 1,120 — — 1,120 Other comprehensive income (loss) (727 ) (15,017 ) 86 (15,658 ) Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2014 $ (10,323 ) $ (13,647 ) $ (31 ) $ (24,001 ) Other comprehensive income (loss) before reclassifications (1,855 ) (27,581 ) (84 ) (29,520 ) Income tax 670 — — 670 Other comprehensive income (loss) before reclassifications, net of tax (1,185 ) (27,581 ) (84 ) (28,850 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,606 — — 1,606 Income tax (580 ) — — (580 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 1,026 — — 1,026 Other comprehensive income (loss) (159 ) (27,581 ) (84 ) (27,824 ) Accumulated other comprehensive income (loss), December 31, 2015 $ (10,482 ) $ (41,228 ) $ (115 ) $ (51,825 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2013 $ (6,479 ) $ 15,892 $ 155 $ 9,568 Other comprehensive income (loss) before reclassifications (7,021 ) (29,539 ) (73 ) (36,633 ) Income tax 2,671 — — 2,671 Other comprehensive income before reclassifications, net of tax (4,350 ) (29,539 ) (73 ) (33,962 ) Amounts reclassified from accumulated other comprehensive income (loss) 816 — (185 ) 631 Income tax (310 ) — 72 (238 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 506 — (113 ) 393 Other comprehensive income (loss) (3,844 ) (29,539 ) (186 ) (33,569 ) Accumulated other comprehensive income (loss), December 31, 2014 $ (10,323 ) $ (13,647 ) $ (31 ) $ (24,001 ) We include amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as a component of net periodic pension cost recorded in selling, general and administrative expenses. For the years ended December 31, 2016 , 2015 and 2014 we reclassified $1.6 million , $1.6 million and $0.8 million of actuarial net losses. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We have a contractual commitment to outsource information technology operations, including the management and operation of our information technology systems and distributed services processing, as well as application support, development and enhancement services. This agreement expires in October 2017, with two optional one year extensions. The commitment is cancelable with 180 days notice and payment of a termination fee based upon certain costs which would be incurred by the vendor as a direct result of the early termination. We pay scheduled fees under the agreement, which can vary based on changes in the Consumer Price Index and the level of support required. Assuming no early termination of the contract, our estimated remaining annual obligations under this agreement are $29.8 million in 2017. We paid $35.8 million , $35.9 million and $36.6 million under this contract in 2016 , 2015 and 2014 . We have entered into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one to 20 years. Certain leases include renewal options, generally for five -year increments. We also lease most of our transportation and material handling equipment for terms generally ranging from three to ten years. At December 31, 2016, future minimum annual payments under non-cancelable lease agreements with original terms in excess of one year, and including payments required under operating leases for facilities we have vacated, are as follows: Total 2017 $ 59,249 2018 53,684 2019 43,168 2020 32,146 2021 22,783 Thereafter 50,341 Total minimum payments $ 261,371 Rent expense for all operating leases for the years ended December 31, 2016 , 2015 and 2014 , was $70.0 million , $70.8 million and $77.8 million . |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings We are subject to various legal actions that are ordinary and incidental to our business, including contract disputes, employment, workers’ compensation, product liability, regulatory and other matters. We have 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 December 31, 2016 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 likely to result in a material loss, as payment of the amounts claimed is remote, the claims are insignificant, individually and in the aggregate, or the claims are expected to be adequately covered by insurance. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 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 three segments: Domestic, International and CPS. The Domestic segment includes our United States distribution, logistics and value-added services business. The International segment consists of our European distribution, logistics and value-added services business. CPS provides product-related solutions, including surgical and procedural kitting and sourcing. We evaluate the performance of our segments based on their operating earnings excluding acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items 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 or not meaningful. We believe all inter-segment sales are at prices that approximate market. The following tables present financial information by segment: Year ended December 31, 2016 2015 2014 Net revenue: Segment net revenue Domestic $ 9,191,574 $ 9,176,855 $ 8,910,733 International 343,674 372,638 481,402 CPS 539,580 561,812 294,358 Total segment net revenue 10,074,828 10,111,305 9,686,493 Inter-segment net revenue CPS (351,397 ) (338,359 ) (246,311 ) Total inter-segment net revenue (351,397 ) (338,359 ) (246,311 ) Consolidated net revenue $ 9,723,431 $ 9,772,946 $ 9,440,182 Operating earnings (loss): Domestic $ 165,495 $ 162,944 $ 165,769 International 5,596 3,198 (6,808 ) CPS 53,799 61,932 46,527 Inter-segment eliminations (616 ) (811 ) (2,950 ) Acquisition-related and exit and realignment charges (1) (24,675 ) (28,404 ) (42,801 ) Fair value adjustments related to purchase accounting — — 3,706 Other (2) — 1,500 (3,907 ) Consolidated operating earnings $ 199,599 $ 200,359 $ 159,536 Depreciation and amortization: Domestic $ 29,469 $ 34,425 $ 35,499 International 17,117 18,903 19,837 CPS 8,807 8,180 1,790 Consolidated depreciation and amortization $ 55,393 $ 61,508 $ 57,126 Capital expenditures: Domestic $ 14,333 $ 17,310 $ 52,529 International 12,874 18,158 18,279 CPS 2,914 1,148 — Consolidated capital expenditures $ 30,121 $ 36,616 $ 70,808 (1) The years ended December 31, 2015 and 2014 included $4.5 million and $6.0 million , respectively of accelerated amortization related to an information system that was replaced. (2) Contract claim settlement for $3.9 million with a customer in the U.K. in 2014, of which $1.5 million was recovered through insurance in 2015. December 31, 2016 2015 Total assets: Domestic $ 1,778,481 $ 1,785,676 International 352,898 406,787 CPS 400,885 420,293 Segment assets 2,532,264 2,612,756 Cash and cash equivalents 185,488 161,020 Consolidated total assets $ 2,717,752 $ 2,773,776 The following tables present information by geographic area. Net revenues were attributed to geographic areas based on the locations from which we ship products or provide services. International operations consist primarily of Movianto’s operations in the United Kingdom, Germany, France, and other European countries. Year ended December 31, 2016 2015 2014 Net revenue: United States $ 9,338,543 $ 9,356,140 $ 8,951,852 United Kingdom 169,874 192,818 253,527 Ireland 41,214 44,168 6,928 France 38,761 44,592 54,656 Germany 47,514 46,848 47,682 Other European countries 87,525 88,380 125,537 Consolidated net revenue $ 9,723,431 $ 9,772,946 $ 9,440,182 December 31, 2016 2015 Long-lived assets: United States $ 217,985 $ 237,641 Germany 39,734 43,917 United Kingdom 32,349 41,594 Ireland 21,567 24,316 France 5,173 5,397 Other European countries 16,643 19,718 Consolidated long-lived assets $ 333,451 $ 372,583 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the 2021 Notes and 2024 Notes, on a combined basis. 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, and we believe the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries. Condensed Consolidating Financial Information Year ended December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 9,190,660 $ 697,559 $ (164,788 ) $ 9,723,431 Cost of goods sold — 8,330,960 370,594 (165,433 ) 8,536,121 Gross margin — 859,700 326,965 645 1,187,310 Distribution, selling and administrative expenses 1,127 670,800 298,497 — 970,424 Acquisition-related and exit and realignment charges — 15,611 9,064 — 24,675 Other operating (income) expense, net — (5,066 ) (2,322 ) — (7,388 ) Operating (loss) earnings (1,127 ) 178,355 21,726 645 199,599 Interest expense (income), net 28,901 (4,744 ) 2,900 — 27,057 Income (loss) before income taxes (30,028 ) 183,099 18,826 645 172,542 Income tax (benefit) provision — 61,545 2,210 — 63,755 Equity in earnings of subsidiaries 138,815 — — (138,815 ) — Net income (loss) 108,787 121,554 16,616 (138,170 ) 108,787 Other comprehensive income (loss), net of tax (15,658 ) (640 ) (15,017 ) 15,657 (15,658 ) Comprehensive income (loss) $ 93,129 $ 120,914 $ 1,599 $ (122,513 ) $ 93,129 Year ended December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 9,176,855 $ 751,442 $ (155,351 ) $ 9,772,946 Cost of goods sold — 8,305,734 410,009 (157,370 ) 8,558,373 Gross margin — 871,121 341,433 2,019 1,214,573 Distribution, selling and administrative expenses 1,229 684,021 308,533 — 993,783 Acquisition-related and exit and realignment charges — 8,877 19,527 — 28,404 Other operating (income) expense, net — (2,621 ) (5,352 ) — (7,973 ) Operating (loss) earnings (1,229 ) 180,844 18,725 2,019 200,359 Interest expense (income), net 27,457 (3,371 ) 3,063 — 27,149 Income (loss) before income taxes (28,686 ) 184,215 15,662 2,019 173,210 Income tax (benefit) provision (9,837 ) 71,807 7,831 — 69,801 Equity in earnings of subsidiaries 122,258 — — (122,258 ) — Net income (loss) 103,409 112,408 7,831 (120,239 ) 103,409 Other comprehensive income (loss), net of tax (27,824 ) (243 ) (27,581 ) 27,824 (27,824 ) Comprehensive income (loss) $ 75,585 $ 112,165 $ (19,750 ) $ (92,415 ) $ 75,585 Year ended December 31, 2014 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 8,910,274 $ 626,044 $ (96,136 ) $ 9,440,182 Cost of goods sold — 8,051,350 311,947 (93,081 ) 8,270,216 Gross margin — 858,924 314,097 (3,055 ) 1,169,966 Distribution, selling and administrative expenses 954 659,453 323,695 — 984,102 Acquisition-related and exit and realignment charges — 15,065 27,736 — 42,801 Other operating (income) expense, net — (10,261 ) (6,212 ) — (16,473 ) Operating (loss) earnings (954 ) 194,667 (31,122 ) (3,055 ) 159,536 Loss on early retirement of debt 14,890 — — — 14,890 Interest expense (income), net 15,737 1,520 906 — 18,163 Income (loss) before income taxes (31,581 ) 193,147 (32,028 ) (3,055 ) 126,483 Income tax (benefit) provision (1,700 ) 65,983 (4,303 ) — 59,980 Equity in earnings of subsidiaries 96,384 — — (96,384 ) — Net income (loss) 66,503 127,164 (27,725 ) (99,439 ) 66,503 Other comprehensive income (loss), net of tax (33,569 ) (3,846 ) (29,539 ) 33,385 (33,569 ) Comprehensive income (loss) $ 32,934 $ 123,318 $ (57,264 ) $ (66,054 ) $ 32,934 Condensed Consolidating Financial Information December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Accounts and notes receivable, net — 526,170 90,016 (10,102 ) 606,084 Merchandise inventories — 856,566 61,505 (1,760 ) 916,311 Other current assets 106 86,907 167,143 — 254,156 Total current assets 38,121 1,530,909 404,871 (11,862 ) 1,962,039 Property and equipment, net — 97,725 93,993 — 191,718 Goodwill, net — 180,006 234,930 — 414,936 Intangible assets, net — 11,655 70,856 — 82,511 Due from O&M and subsidiaries — 573,395 — (573,395 ) — Advances to and investments in consolidated subsidiaries 2,044,963 — — (2,044,963 ) — Other assets, net — 49,887 16,661 — 66,548 Total assets $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Liabilities and equity Current liabilities Accounts payable $ — $ 683,189 $ 75,512 $ (7,951 ) $ 750,750 Accrued payroll and related liabilities — 32,814 12,237 — 45,051 Other current liabilities 7,106 93,327 138,404 — 238,837 Total current liabilities 7,106 809,330 226,153 (7,951 ) 1,034,638 Long-term debt, excluding current portion 544,838 3,219 16,526 — 564,583 Due to O&M and subsidiaries 571,102 — 48,044 (619,146 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 70,280 20,103 — 90,383 Other liabilities — 60,578 7,532 — 68,110 Total liabilities 1,123,046 1,082,297 318,358 (765,987 ) 1,757,714 Equity — Common stock 122,062 — — — 122,062 Paid-in capital 219,955 174,614 583,872 (758,486 ) 219,955 Retained earnings (deficit) 685,504 1,196,341 (42,032 ) (1,154,309 ) 685,504 Accumulated other comprehensive income (loss) (67,483 ) (9,675 ) (38,887 ) 48,562 (67,483 ) Total equity 960,038 1,361,280 502,953 (1,864,233 ) 960,038 Total liabilities and equity $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Condensed Consolidating Financial Information December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 103,284 $ 5,614 $ 52,122 $ — $ 161,020 Accounts and notes receivable, net — 507,673 89,895 (9,633 ) 587,935 Merchandise inventories — 883,232 59,930 (2,387 ) 940,775 Other current assets 104 72,683 212,183 — 284,970 Total current assets 103,388 1,469,202 414,130 (12,020 ) 1,974,700 Property and equipment, net — 103,219 105,711 — 208,930 Goodwill, net — 180,006 239,613 — 419,619 Intangible assets, net — 13,731 81,519 — 95,250 Due from O&M and subsidiaries — 518,473 — (518,473 ) — Advances to and investments in consolidated subsidiaries 1,967,176 — — (1,967,176 ) — Other assets, net — 57,409 17,868 — 75,277 Total assets $ 2,070,564 $ 2,342,040 $ 858,841 $ (2,497,669 ) $ 2,773,776 Liabilities and equity Current liabilities Accounts payable $ — $ 662,909 $ 56,073 $ (8,373 ) $ 710,609 Accrued payroll and related liabilities — 32,094 13,813 — 45,907 Other current liabilities 6,924 109,137 191,012 — 307,073 Total current liabilities 6,924 804,140 260,898 (8,373 ) 1,063,589 Long-term debt, excluding current portion 543,982 4,527 19,986 — 568,495 Due to O&M and subsidiaries 527,068 — 70,089 (597,157 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 67,562 18,764 — 86,326 Other liabilities — 57,573 5,203 — 62,776 Total liabilities 1,077,974 1,072,692 374,940 (744,420 ) 1,781,186 Equity — Common stock 125,606 — — — 125,606 Paid-in capital 211,943 174,612 583,873 (758,485 ) 211,943 Retained earnings (deficit) 706,866 1,104,787 (58,648 ) (1,046,139 ) 706,866 Accumulated other comprehensive income (loss) (51,825 ) (10,051 ) (41,324 ) 51,375 (51,825 ) Total equity 992,590 1,269,348 483,901 (1,753,249 ) 992,590 Total liabilities and equity $ 2,070,564 $ 2,342,040 $ 858,841 $ (2,497,669 ) $ 2,773,776 Condensed Consolidating Financial Information Year ended December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 108,787 $ 121,554 $ 16,616 $ (138,170 ) $ 108,787 Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries (138,815 ) — — 138,815 — Depreciation and amortization — 29,589 25,804 — 55,393 Share-based compensation expense — 12,042 — — 12,042 Provision for losses on accounts and notes receivable — 84 293 — 377 Deferred income tax (benefit) expense — 6,245 (2,027 ) — 4,218 Changes in operating assets and liabilities: Accounts and notes receivable — (18,581 ) (6,358 ) (305 ) (25,244 ) Merchandise inventories — 26,666 (3,449 ) (628 ) 22,589 Accounts payable — 20,280 22,862 288 43,430 Net change in other assets and liabilities 180 (26,397 ) (11,342 ) — (37,559 ) Other, net 854 999 1,048 — 2,901 Cash provided by (used for) operating activities of continuing operations (28,994 ) 172,481 43,447 — 186,934 Investing activities: Additions to computer software and intangible assets — (4,004 ) (5,815 ) — (9,819 ) Additions to property and equipment — (10,329 ) (9,973 ) — (20,302 ) Proceeds from sale of property and equipment — 125 5,250 — 5,375 Cash used for investing activities of continuing operations — (14,208 ) (10,538 ) — (24,746 ) Financing activities: Change in intercompany advances 101,424 (100,308 ) (1,116 ) — — Cash dividends paid (63,382 ) — — — (63,382 ) Repurchases of common stock (71,028 ) — — — (71,028 ) Excess tax benefits related to share-based compensation 761 — — — 761 Other, net (4,050 ) (2,313 ) (1,931 ) — (8,294 ) Cash provided by (used for) financing activities (36,275 ) (102,621 ) (3,047 ) — (141,943 ) Effect of exchange rates on cash and cash equivalents — — 4,223 — 4,223 Net increase (decrease) in cash and cash equivalents (65,269 ) 55,652 34,085 — 24,468 Cash and cash equivalents at beginning of year 103,284 5,614 52,122 — 161,020 Cash and cash equivalents at end of year $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Condensed Consolidating Financial Information Year ended December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 103,409 $ 112,408 $ 7,831 $ (120,239 ) $ 103,409 Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries (122,258 ) — — 122,258 — Depreciation and amortization — 34,497 31,485 — 65,982 Share-based compensation expense — 11,306 — — 11,306 Provision for losses on accounts and notes receivable — 202 (226 ) — (24 ) Deferred income tax (benefit) expense — (5,267 ) (834 ) — (6,101 ) Changes in operating assets and liabilities: Accounts and notes receivable — 12,076 (27,274 ) 33,531 18,333 Merchandise inventories — (66,317 ) (1,277 ) (2,133 ) (69,727 ) Accounts payable — 95,624 13,418 4,969 114,011 Net change in other assets and liabilities 666 61,454 6,443 (38,386 ) 30,177 Other, net 855 920 456 — 2,231 Cash provided by (used for) operating activities of continuing operations (17,328 ) 256,903 30,022 — 269,597 Investing activities: Additions to computer software and intangible assets — (13,688 ) (2,397 ) — (16,085 ) Additions to property and equipment — (3,621 ) (16,910 ) — (20,531 ) Proceeds from sale of property and equipment — 87 56 — 143 Cash used for investing activities of continuing operations — (17,222 ) (19,251 ) — (36,473 ) Financing activities: Proceeds from (repayment of) revolver — (33,700 ) — — (33,700 ) Change in intercompany advances 183,688 (201,851 ) 18,163 — — Cash dividends paid (63,651 ) — — — (63,651 ) Repurchases of common stock (20,000 ) — — — (20,000 ) Excess tax benefits related to share-based compensation 646 — — — 646 Other, net (2,084 ) (2,428 ) (3,016 ) — (7,528 ) Cash provided by (used for) financing activities 98,599 (237,979 ) 15,147 — (124,233 ) Effect of exchange rates on cash and cash equivalents — — (4,643 ) — (4,643 ) Net increase (decrease) in cash and cash equivalents 81,271 1,702 21,275 — 104,248 Cash and cash equivalents at beginning of year 22,013 3,912 30,847 — 56,772 Cash and cash equivalents at end of year $ 103,284 $ 5,614 $ 52,122 $ — $ 161,020 Condensed Consolidating Financial Information Year ended December 31, 2014 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 66,503 $ 127,164 $ (27,725 ) $ (99,439 ) $ 66,503 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (96,384 ) — — 96,384 — Depreciation and amortization 2 35,879 27,526 — 63,407 Loss on early retirement of debt 14,890 — — — 14,890 Share-based compensation expense — 8,369 (162 ) — 8,207 Provision for losses on accounts and notes receivable — (36 ) 484 — 448 Deferred income tax (benefit) expense — 1,292 (4,677 ) — (3,385 ) Changes in operating assets and liabilities: — — — Accounts and notes receivable — (24,440 ) 6,185 452 (17,803 ) Merchandise inventories — (65,916 ) 8,308 279 (57,329 ) Accounts payable — (28,580 ) (24,613 ) 1,045 (52,148 ) Net change in other assets and liabilities (455 ) (12,341 ) (14,311 ) 1,279 (25,828 ) Other, net (1,161 ) (9 ) 447 — (723 ) Cash provided by (used for) operating activities (16,605 ) 41,382 (28,538 ) — (3,761 ) Investing activities: Acquisitions, net of cash acquired — — (248,536 ) — (248,536 ) Additions to computer software and intangible assets — (18,054 ) (4,330 ) — (22,384 ) Additions to property and equipment — (34,475 ) (13,949 ) — (48,424 ) Proceeds from the sale of investments — 1,937 — — 1,937 Proceeds from sale of property and equipment — 156 — — 156 Cash used for investing activities of continuing operations — (50,436 ) (266,815 ) — (317,251 ) Financing activities: — Proceeds from issuance of debt 547,693 — — — 547,693 Proceeds from revolver — 33,700 — — 33,700 Repayment of debt (217,352 ) — — — (217,352 ) Change in intercompany advances (287,275 ) (21,106 ) 308,381 — — Cash dividends paid (63,104 ) — — — (63,104 ) Repurchases of common stock (9,934 ) — — — (9,934 ) Financing costs paid (4,780 ) (611 ) — — — (5,391 ) Excess tax benefits related to share-based compensation 582 — — — 582 Proceeds from exercise of stock options 1,180 — — — 1,180 Purchase of noncontrolling interest — — (1,500 ) — (1,500 ) Other, net (2,783 ) (1,029 ) (3,502 ) — (7,314 ) Cash provided by (used for) financing activities (35,773 ) 10,954 303,379 — 278,560 Effect of exchange rate changes on cash and cash equivalents — — (2,681 ) — (2,681 ) Net increase (decrease) in cash and cash equivalents (52,378 ) 1,900 5,345 — (45,133 ) Cash and cash equivalents at beginning of year 74,391 2,012 25,502 — 101,905 Cash and cash equivalents at end of year $ 22,013 $ 3,912 $ 30,847 $ — $ 56,772 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. The consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls, in conformity with U.S generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. |
Reclassifications | Reclassifications. Certain prior year amounts have been reclassified to conform to current year presentation. Depreciation and amortization, previously reported as a separate financial statement line item in the consolidated statements of income is now included in distribution, selling and administrative expenses for all periods presented. |
Use of Estimates | Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Estimates are used for, but are not limited to, the allowances for losses on accounts and notes receivable, inventory valuation allowances, supplier incentives, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, valuation of property held for sale, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash and cash equivalents includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in the United States and Europe. Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of cash flows. |
Accounts and Notes Receivable, Net | Accounts and Notes Receivable, Net. Accounts receivable from customers are recorded at the invoiced amount. We assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer deposits in excess of outstanding receivable balances are classified as other current liabilities. We maintain valuation allowances based upon the expected collectability of accounts and notes receivable. Our allowances include specific amounts for accounts that are likely to be uncollectible, such as customer bankruptcies and disputed amounts and general allowances for accounts that may become uncollectible. Allowances are estimated based on a number of factors, including industry trends, current economic conditions, creditworthiness of customers, age of the receivables, changes in customer payment patterns, and historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Financing Receivables and Payables | Financing Receivables and Payables. We have an order-to-cash program in our International segment under which we invoice manufacturers’ customers and remit collected amounts to the manufacturers. We retain credit risk for certain uncollected receivables under this program where contractually obligated. We continually monitor the expected collectability in this program and maintain valuation allowances when it is likely that an amount may be or may become uncollectible. Allowances are estimated based on a number of factors including creditworthiness of customers, age of the receivables and historical experience. We write off uncollected receivables under this program when collection is no longer being pursued. At December 31, 2016 and 2015 , the allowance for uncollectible accounts as part of this program was $0.1 million . Fees charged for this program are included in net revenue. Product pricing and related product risks are retained by the manufacturer. Balances receivable and related amounts payable under this program are classified in other current assets and other current liabilities in the consolidated balance sheets. |
Merchandise Inventories | Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method for inventories in the U.S. Cost of inventories outside the U.S. is determined using the first-in, first out (FIFO) method. |
Property and Equipment | Property and Equipment. Property and equipment are stated at cost less accumulated depreciation or, if acquired under capital leases, at the lower of the present value of minimum lease payments or fair market value at the inception of the lease less accumulated amortization. Depreciation and amortization expense for financial reporting purposes is computed on a straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the term of the lease, if shorter. During 2015 we changed the useful lives of certain warehouse assets from eight years to 15 to better align with our current business practices. The cost basis of these assets was $12.9 million at December 31, 2015 and the change in useful lives reduced total depreciation expense by $0.9 million for the year ended December 31, 2015. In general, the estimated useful lives for computing depreciation and amortization are four to 15 years for warehouse equipment, five to 40 years for buildings and building improvements, and three to eight years for computers, furniture and fixtures, and office and other equipment. Straight-line and accelerated methods of depreciation are used for income tax purposes. Normal maintenance and repairs are expensed as incurred, and renovations and betterments are capitalized. |
Leases | Leases. We have entered into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one to 30 years. We also lease most of our transportation and material handling equipment for terms generally ranging from three to ten years. Certain information technology assets embedded in an outsourcing agreement are accounted for as capital leases. Leases are classified as operating leases or capital leases at their inception. Rent expense for leases with rent holidays or pre-determined rent increases are recognized on a straight-line basis over the lease term. Incentives and allowances for leasehold improvements are deferred and recognized as a reduction of rent expense over the lease term. |
Goodwill | Goodwill. We evaluate goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. In connection with our new three segment structure, goodwill has been reallocated based on the relative fair value of the underlying reporting units. We performed an interim impairment analysis in the first quarter of 2016 as a result of this change and noted no impairment. We review goodwill first by performing a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If not, we then perform a quantitative assessment by first comparing the carrying amount to the fair value of the reporting unit. If the fair value of the reporting unit is determined to be less than its carrying value, a second step is performed to measure the goodwill impairment loss as the excess of the carrying value of the reporting unit’s goodwill over the estimated fair value of its goodwill. We estimate the fair value of the reporting unit using valuation techniques which can include comparable multiples of the unit’s earnings before interest, taxes, depreciation and amortization (EBITDA) and present value of expected cash flows. The EBITDA multiples are based on an analysis of current enterprise values and recent acquisition prices of similar companies, if available. |
Intangible Assets | Intangible Assets. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts, non-competition agreements, trademarks, and tradenames are amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements. Customer relationships are generally amortized over 10 to 15 years and other intangible assets are amortized generally for periods between one and 15 years, based on their pattern of economic benefit or on a straight-line basis. |
Computer Software | Computer Software. We develop and purchase software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are amortized over the estimated useful life of the software, usually between three and ten years. Capitalized computer software costs are included in other assets, net, in the consolidated balance sheets. Unamortized software at December 31, 2016 and 2015 was $59.2 million and $68.4 million . Depreciation and amortization expense includes $12.9 million , $15.4 million and $16.4 million of software amortization for the years ended December 31, 2016 , 2015 and 2014 . Additional amortization of $4.5 million in 2015 and $6.0 million in 2014 related to the accelerated amortization of an information system which was replaced in the International segment is included in acquisition-related and exit and realignment charges in the consolidated statements of income. |
Long-Lived Assets | Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, and unamortized software costs, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for potential impairment by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. |
Self-Insurance Liabilities | Self-Insurance Liabilities. We are self-insured for most employee healthcare, workers’ compensation and automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors. If the underlying facts and circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to record additional expense or reductions to expense. Self-insurance liabilities are included in other accrued liabilities on the consolidated balance sheets. |
Revenue Recognition | Revenue Recognition. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price or fee is fixed or determinable, and collectability is reasonably assured. Under most of our distribution contracts, we record revenue at the time shipment is completed as title passes to the customer when the product is received by the customer. Revenue for activity-based fees and other services is recognized as work is performed and as amounts are earned. Depending on the specific contractual provisions and nature of the deliverable, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, all contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. We allocate revenue for arrangements with multiple deliverables meeting the criteria for a separate unit of accounting using the relative selling price method and recognize revenue for each deliverable in accordance with applicable revenue recognition criteria. In most cases, we record revenue gross, as we are the primary obligor in our sales arrangements, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. When we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our third-party logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. |
Cost of Goods Sold | Cost of Goods Sold. 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, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs associated with our CPS business. We have contractual arrangements with certain suppliers that provide incentives, including cash discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a reduction in cost of goods sold as targets become probable of achievement. In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our third-party logistics business, there is no cost of goods sold and all costs to provide the service to the customer are recorded in selling, general and administrative expenses. As a result of different practices of categorizing costs and different business models throughout our industry, our gross margins may not necessarily be comparable to other distribution companies. |
Distribution, Selling, General and Administrative (DS&A) Expenses | Distribution, Selling and Administrative (DS&A) Expenses. DS&A expenses include shipping and handling costs, labor, depreciation, amortization and other costs for selling and administrative functions associated with our distribution and logistics services and all costs associated with our fee-for-service arrangements. |
Shipping and Handling | Shipping and Handling. Shipping and handling costs are included in DS&A expenses on the consolidated statements of income and include costs to store, to move, and to prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $558.9 million , $548.6 million and $576.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Third-party shipping and handling costs billed to customers, which are included in net revenue, are immaterial for all periods presented. |
Share-Based Compensation | Share-Based Compensation. We account for share-based payments to employees at fair value and recognize the related expense in selling, general and administrative expenses over the service period for awards expected to vest. |
Derivative Financial Instruments | Derivative Financial Instruments. We are directly and indirectly affected by changes in certain market conditions, 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, primarily foreign currency exchange risk. We use forward contracts, which are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. We do not enter into derivative financial instruments for trading purposes. All derivatives are carried at fair value in our consolidated balance sheets, which is determined by using observable market inputs (Level 2). The cash flow impact of the our derivative instruments is primarily included in our consolidated statements of cash flows in net cash provided by operating activities. |
Income Taxes | Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made. We earn a portion of our operating earnings in foreign jurisdictions outside the United States, which we consider to be indefinitely reinvested. Accordingly, no United States federal and state income taxes and withholding taxes have been provided on these earnings. Our cash, cash-equivalents, short-term investments, and marketable securities held by our foreign subsidiaries totaled $82.1 million and $46.0 million as of December 31, 2016 and 2015 . We do not intend, nor do we foresee a need, to repatriate these funds or other assets held outside the U.S. In the future, should we require more capital to fund activities in the U.S. than is generated by our domestic operations and is available through our borrowings, we could elect to repatriate cash or other assets from foreign jurisdictions that have previously been considered to be indefinitely reinvested. Upon distribution of these assets, we could be subject to additional U.S. federal and state income taxes and withholding taxes payable to foreign jurisdictions, where applicable. |
Fair Value Measurements | Fair Value Measurements. 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, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. Property held for sale is reported at estimated fair value less selling costs with fair value determined based on recent sales prices for comparable properties in similar locations (Level 2). The fair value of long-term 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 Notes 7, 10 and 11 for the fair value of property held for sale, debt instruments and derivatives. |
Acquisition-Related and Exit and Realignment Costs | Acquisition-Related and Exit and Realignment Charges . We present costs incurred in connection with acquisitions in acquisition-related and exit and realignment charges in our consolidated statements of income. Acquisition-related charges consist primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate an acquisition, costs to perform post-closing activities to establish the organizational structure, and costs to transition the acquired company’s information technology and other operations and administrative functions from the former owner. Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are established at the cease-use date for remaining operating lease and other contractual obligations, net of estimated sub-lease income. The net lease termination cost is discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liability accordingly. The current portion of accrued lease and other contractual termination costs is included in other current liabilities on the consolidated balance sheets, and the non-current portion is included in other liabilities. Severance benefits are recorded when payment is considered probable and reasonably estimable. |
Income Per Share | Income Per Share. Basic and diluted income per share are calculated pursuant to the two-class method, under which unvested share-based payment awards containing nonforfeitable rights to dividends are participating securities. |
Foreign Currency Translation | Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and revenues and expenses are translated at average exchange rates during the period. Cumulative currency translation adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses on intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign currency transactions are recorded in other operating income, net in the consolidated statements of income and were not material to our consolidated results of operations in 2016 , 2015 and 2014 . |
Business Combinations | Business Combinations . We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . During 2016 , we adopted Accounting Standard Updates (ASU’s) issued by the Financial Accounting Standards Board (FASB). On January 1, 2016, we adopted ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs , which requires that our $3.5 million in debt issuance costs at December 31, 2016 related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As a result of this adoption, we have also presented $4.1 million in debt issuance costs from our December 31, 2015 balance sheet in a manner that conforms to the new presentation. The adoption of this standard did not affect our results of operations or cash flows in either the current or prior interim or annual periods. In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02, Leases which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use (ROU) asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and should be applied using a modified retrospective approach. We expect this standard will have a material effect on our financial statements. While we are continuing to assess the effect of adoption, we currently believe the most significant changes relate to the recognition of new ROU assets and lease liabilities on our balance sheet for office and warehouse facilities operating leases. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The amendments in this updated guidance will change several aspects of the accounting for shared-based payment transactions. The guidance requires all income tax effects of share-based awards to be recognized in the income statement as awards vest or are settled. Additionally, the guidance increases the amount employers can withhold in shares to cover employee income taxes without requiring liability classification and allows a policy election for accounting for forfeitures. This guidance is effective for us beginning January 1, 2017. We expect the adoption of this new guidance will not have a material impact on our financial statements. In May 2014, the FASB issued an ASU, Revenue from Contracts with Customers . The amended guidance eliminates industry specific guidance and applies to all companies. Revenue will be recognized when an entity satisfies a performance obligation by transferring control of a promised good or service to a customer in an amount that reflects the consideration to which the entity expects to be entitled for that good or service. Revenue from a contract that contains multiple performance obligations is allocated to each performance obligation generally on a relative standalone selling price basis. Amended guidance was issued on: principal versus agent considerations, shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good, clarification on how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The amended guidance also requires additional quantitative and qualitative disclosures. These amended standards are all effective for us beginning January 1, 2018 and allow for either full retrospective adoption or modified retrospective adoption (cumulative effect). We plan to adopt the new guidance in the first quarter of 2018 and have not determined the method we will use for adoption or the effect the standards will have on our ongoing financial reporting. |
Segment Reporting | 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 three segments: Domestic, International and CPS. The Domestic segment includes our United States distribution, logistics and value-added services business. The International segment consists of our European distribution, logistics and value-added services business. CPS provides product-related solutions, including surgical and procedural kitting and sourcing. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents, in the aggregate, the estimated fair value of the assets acquired and liabilities assumed recognized as of the acquisition date. Preliminary Fair Measurement Period Adjustments Recorded in 2015 Fair Value as of Acquisition Date Assets acquired: Current assets $ 90,608 $ (229 ) $ 90,379 Property and equipment 34,048 (2,502 ) 31,546 Goodwill 150,492 121 150,613 Intangible assets 77,623 — 77,623 Total assets 352,771 (2,610 ) 350,161 Liabilities assumed: Current liabilities 64,736 (1,187 ) 63,549 Noncurrent liabilities 26,426 (1,423 ) 25,003 Total liabilities 91,162 (2,610 ) 88,552 Fair value of net assets acquired, net of cash $ 261,609 $ — $ 261,609 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment | Property and equipment consists of the following: December 31, 2016 2015 Warehouse equipment $ 167,889 $ 168,599 Computer equipment 51,513 53,566 Building and improvements 72,780 75,229 Leasehold improvements 60,360 60,522 Land and improvements 17,311 17,386 Furniture and fixtures 14,668 14,517 Office equipment and other 8,596 8,216 393,117 398,035 Accumulated depreciation (201,399 ) (189,105 ) Property and equipment, net $ 191,718 $ 208,930 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill through December 31, 2016 : Domestic International CPS Consolidated Carrying amount of goodwill, December 31, 2015 $ 180,006 $ 23,426 216,187 $ 419,619 Currency translation adjustments — (4,035 ) (648 ) (4,683 ) Carrying amount of goodwill, December 31, 2016 $ 180,006 $ 19,391 $ 215,539 $ 414,936 |
Intangible Assets | Intangible assets at December 31, 2016 and 2015 were as follows: 2016 2015 Customer Other Customer Other Gross intangible assets $ 118,223 $ 4,045 $ 121,888 $ 4,621 Accumulated amortization (38,429 ) (1,328 ) (29,872 ) (1,387 ) Net intangible assets $ 79,794 $ 2,717 $ 92,016 $ 3,234 Weighted average useful life 14 years 5 years 14 years 5 years |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Exit and Realignment Charges by Segment | Exit and realignment charges by segment for the years ended December 31, 2016 , 2015 and 2014 were as follows: Year ended December 31, 2016 2015 2014 Domestic segment $ 14,304 $ 7,318 $ 7,223 International segment 7,491 11,312 19,490 CPS 1,669 — — Total exit and realignment charges $ 23,464 $ 18,630 $ 26,713 |
Schedule of Exit and Realignment Cost Accrual Activity | The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2016 : Lease Severance and Total Accrued exit and realignment charges, January 1, 2014 $ 2,434 $ 475 $ 2,909 Provision for exit and realignment activities 5,592 6,338 11,930 Change in estimate (1,260 ) — (1,260 ) Cash payments, net of sublease income (3,191 ) (3,926 ) (7,117 ) Accrued exit and realignment charges, December 31, 2014 3,575 2,887 6,462 Provision for exit and realignment activities 1,118 3,965 5,083 Change in estimate (3,002 ) (875 ) (3,877 ) Cash payments, net of sublease income (1,205 ) (4,137 ) (5,342 ) Accrued exit and realignment charges, December 31, 2015 486 1,840 2,326 Provision for exit and realignment activities — 11,823 11,823 Change in estimate — (261 ) (261 ) Cash payments, net of sublease income (486 ) (11,164 ) (11,650 ) Accrued exit and realignment charges, December 31, 2016 $ — $ 2,238 $ 2,238 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt consists of the following: 2016 2015 December 31, Carrying Estimated Carrying Estimated 3.875% Senior Notes, $275 million par value, maturing September 2021 $ 272,394 $ 274,450 $ 271,928 $ 273,680 4.375% Senior Notes, $275 million par value, maturing December 2024 272,444 269,995 272,054 272,828 Capital leases 24,549 24,549 29,539 29,539 Total debt 569,387 568,994 573,521 576,047 Less current maturities (4,804 ) (4,804 ) (5,026 ) (5,026 ) Long-term debt $ 564,583 $ 564,190 $ 568,495 $ 571,021 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2016 , we were obligated under capital leases for minimum annual rental payments as follows: Year 2017 $ 6,625 2018 5,433 2019 3,688 2020 2,624 2021 2,139 Thereafter 14,303 Total minimum lease payments 34,812 Less: Amounts representing interest (10,263 ) Present value of total minimum lease payments 24,549 Less: Current portion of capital lease obligations (4,804 ) Long-term portion of capital lease obligations $ 19,745 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Activity and Value of Nonvested Restricted Stock and Performance Share Awards | The following table summarizes the activity and value of nonvested restricted stock and performance share awards for the years ended December 31, 2016 , 2015 and 2014 ,: 2016 2015 2014 Number of Weighted Number of Weighted Number of Weighted Nonvested awards at beginning of year 1,104 $ 40.02 814 $ 33.29 738 $ 30.81 Granted 572 34.75 545 34.25 371 33.69 Vested (337 ) 32.65 (195 ) 29.90 (201 ) 31.01 Forfeited (248 ) 34.06 (60 ) 33.27 (94 ) 30.89 Nonvested awards at end of year 1,091 44.15 1,104 40.02 814 33.29 |
Summary of Activity and Terms of Outstanding Options | The following table summarizes the activity and terms of outstanding options at December 31, 2016 , and for each of the years in the three-year period then ended: Number of Weighted Average Weighted Average Aggregate Options outstanding at December 31, 2013 64 $ 23.33 Exercised (49 ) 24.21 Forfeited — — Options outstanding at December 31, 2014 15 20.49 Exercised (15 ) 20.49 Forfeited — — Options outstanding at December 31, 2015 — — Exercised — — Forfeited — — Options outstanding at December 31, 2016 — $ — — $ — |
Retirement Plans (Tables)
Retirement Plans (Tables) - Domestic Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Domestic Retirement Plan's Financial Status and Amounts Recognized in Consolidated Balance Sheets | The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets: December 31, 2016 2015 Change in benefit obligation Benefit obligation, beginning of year $ 51,023 $ 49,055 Interest cost 1,980 1,806 Actuarial (gain) loss 2,616 1,855 Benefits paid (3,568 ) (1,693 ) Benefit obligation, end of year $ 52,051 $ 51,023 Change in plan assets Fair value of plan assets, beginning of year $ — $ — Employer contribution 3,568 1,693 Benefits paid (3,568 ) (1,693 ) Fair value of plan assets, end of year $ — $ — Funded status, end of year $ (52,051 ) $ (51,023 ) Amounts recognized in the consolidated balance sheets Other current liabilities $ (3,405 ) $ (2,977 ) Other liabilities (48,644 ) (48,023 ) Accumulated other comprehensive loss 18,071 17,102 Net amount recognized $ (33,978 ) $ (33,898 ) Accumulated benefit obligation $ 52,051 $ 51,023 Weighted average assumptions used to determine benefit obligation Discount rate 3.75 % 4.00 % Rate of increase in compensation levels N/A N/A |
Components of Net Periodic Benefit Cost for Domestic Retirement Plan | The components of net periodic benefit cost for the U.S. Retirement Plan, which is included in distribution, selling, and administrative expenses in the consolidated statements of income, were as follows: Year ended December 31, 2016 2015 2014 Interest cost $ 1,980 $ 1,806 $ 1,849 Recognized net actuarial loss 1,646 1,606 816 Net periodic benefit cost $ 3,626 $ 3,412 $ 2,665 Weighted average assumptions used to determine net periodic benefit cost Discount rate 4.00 % 3.75 % 4.50 % Rate of increase in future compensation levels N/A N/A N/A |
Amounts Recognized As Component of Accumulated Other Comprehensive Loss, Domestic | We expect to recognize approximately $1.8 million of the net actuarial loss reported in the following table as of December 31, 2016 , as a component of net periodic benefit cost during 2017. Year ended December 31, 2016 2015 Net actuarial loss $ (18,071 ) $ (17,102 ) Deferred tax benefit 7,048 6,663 Amounts included in accumulated other comprehensive income (loss), net of tax $ (11,023 ) $ (10,439 ) |
Expected Benefit Payments Required For Domestic Retirement Plan | As of December 31, 2016 , the expected benefit payments required for each of the next five years and the five-year period thereafter for the U.S. Retirement Plan were as follows: Year 2017 $ 3,374 2018 3,269 2019 3,034 2020 2,968 2021 2,825 2022-2026 12,423 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) before Income Taxes | The components of income (loss) before income taxes consist of the following: Year ended December 31, 2016 2015 2014 Income (loss) before income taxes: U.S. $ 150,942 $ 167,444 $ 155,132 Foreign 21,600 5,766 (28,649 ) Income before income taxes $ 172,542 $ 173,210 $ 126,483 |
Income Tax Provision | The income tax provision consists of the following: Year ended December 31, 2016 2015 2014 Current tax provision (benefit): Federal $ 46,846 $ 60,757 $ 52,178 State 8,512 11,431 9,801 Foreign 4,179 3,714 1,386 Total current tax provision 59,537 75,902 63,365 Deferred tax provision (benefit): Federal 5,303 (4,744 ) 282 State 885 (376 ) 295 Foreign (1,970 ) (981 ) (3,962 ) Total deferred tax provision 4,218 (6,101 ) (3,385 ) Total income tax provision $ 63,755 $ 69,801 $ 59,980 |
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate | A reconciliation of the federal statutory rate to our effective income tax rate is shown below: Year ended December 31, 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % Increases (decreases) in the rate resulting from: State income taxes, net of federal income tax impact 3.7 % 4.1 % 5.2 % Foreign income taxes (4.3 )% (2.8 )% 1.7 % Valuation allowance 0.5 % 1.2 % 3.2 % Other 2.1 % 2.8 % 2.3 % Effective income tax rate 37.0 % 40.3 % 47.4 % |
Tax Effects On Deferred Tax Assets And Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2016 2015 Deferred tax assets: Employee benefit plans $ 35,540 $ 36,903 Accrued liabilities not currently deductible 15,693 15,268 Finance charges 3,803 6,128 Capital leases 6,607 7,363 Allowance for losses on accounts and notes receivable 4,069 3,852 Net operating loss carryforwards 12,722 12,395 Other 4,183 2,475 Total deferred tax assets 82,617 84,384 Less: valuation allowances (12,332 ) (10,798 ) Net deferred tax assets 70,285 73,586 Deferred tax liabilities: Merchandise inventories 71,035 67,013 Goodwill 37,854 36,613 Property and equipment 14,910 14,651 Computer software 15,363 17,870 Insurance 368 268 Intangible assets 18,887 22,048 Other 230 206 Total deferred tax liabilities 158,647 158,669 Net deferred tax liability $ (88,362 ) $ (85,083 ) |
Reconciliation of Changes In Unrecognized Tax Benefits | At December 31, 2016 and 2015 , the liability for unrecognized tax benefits was $10.7 million and $7.7 million . A reconciliation of the changes in unrecognized tax benefits from the beginning to the end of the reporting period is as follows: 2016 2015 Unrecognized tax benefits at January 1, $ 7,657 $ 6,684 Increases for positions taken during current period 2,322 1,968 Increases for positions taken during prior periods 1,135 481 Decreases for positions taken during prior periods (242 ) (1,476 ) Lapse of statute of limitations (21 ) — Settlements with taxing authorities (126 ) — Unrecognized tax benefits at December 31, $ 10,725 $ 7,657 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Net Income Per Share | The following table summarizes the calculation of net income per share attributable to common shareholders for the years ended December 31, 2016 , 2015 and 2014 : Year ended December 31, 2016 2015 2014 Numerator: Net income $ 108,787 $ 103,409 $ 66,503 Less: income allocated to unvested restricted shares (1,147 ) (925 ) (597 ) Net income attributable to common shareholders—basic 107,640 102,484 65,906 Add: undistributed income attributable to unvested restricted shares—basic 297 235 18 Less: undistributed income attributable to unvested restricted shares—diluted (297 ) (235 ) (18 ) Net income attributable to common shareholders—diluted $ 107,640 $ 102,484 $ 65,906 Denominator: Weighted average shares outstanding—basic 61,093 62,116 62,220 Dilutive shares—stock options — 1 6 Weighted average shares outstanding—diluted 61,093 62,117 62,226 Net income attributable to common shareholders: Basic $ 1.76 $ 1.65 $ 1.06 Diluted $ 1.76 $ 1.65 $ 1.06 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables show the changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 2016 , 2015 and 2014 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2015 $ (10,482 ) $ (41,228 ) $ (115 ) $ (51,825 ) Other comprehensive income (loss) before reclassifications (2,716 ) (15,017 ) 86 (17,647 ) Income tax 869 — — 869 Other comprehensive income (loss) before reclassifications, net of tax (1,847 ) (15,017 ) 86 (16,778 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,646 — — 1,646 Income tax (526 ) — — (526 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 1,120 — — 1,120 Other comprehensive income (loss) (727 ) (15,017 ) 86 (15,658 ) Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2014 $ (10,323 ) $ (13,647 ) $ (31 ) $ (24,001 ) Other comprehensive income (loss) before reclassifications (1,855 ) (27,581 ) (84 ) (29,520 ) Income tax 670 — — 670 Other comprehensive income (loss) before reclassifications, net of tax (1,185 ) (27,581 ) (84 ) (28,850 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,606 — — 1,606 Income tax (580 ) — — (580 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 1,026 — — 1,026 Other comprehensive income (loss) (159 ) (27,581 ) (84 ) (27,824 ) Accumulated other comprehensive income (loss), December 31, 2015 $ (10,482 ) $ (41,228 ) $ (115 ) $ (51,825 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2013 $ (6,479 ) $ 15,892 $ 155 $ 9,568 Other comprehensive income (loss) before reclassifications (7,021 ) (29,539 ) (73 ) (36,633 ) Income tax 2,671 — — 2,671 Other comprehensive income before reclassifications, net of tax (4,350 ) (29,539 ) (73 ) (33,962 ) Amounts reclassified from accumulated other comprehensive income (loss) 816 — (185 ) 631 Income tax (310 ) — 72 (238 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 506 — (113 ) 393 Other comprehensive income (loss) (3,844 ) (29,539 ) (186 ) (33,569 ) Accumulated other comprehensive income (loss), December 31, 2014 $ (10,323 ) $ (13,647 ) $ (31 ) $ (24,001 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Annual Payments Under Non-Cancelable Lease Agreements | At December 31, 2016, future minimum annual payments under non-cancelable lease agreements with original terms in excess of one year, and including payments required under operating leases for facilities we have vacated, are as follows: Total 2017 $ 59,249 2018 53,684 2019 43,168 2020 32,146 2021 22,783 Thereafter 50,341 Total minimum payments $ 261,371 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables present financial information by segment: Year ended December 31, 2016 2015 2014 Net revenue: Segment net revenue Domestic $ 9,191,574 $ 9,176,855 $ 8,910,733 International 343,674 372,638 481,402 CPS 539,580 561,812 294,358 Total segment net revenue 10,074,828 10,111,305 9,686,493 Inter-segment net revenue CPS (351,397 ) (338,359 ) (246,311 ) Total inter-segment net revenue (351,397 ) (338,359 ) (246,311 ) Consolidated net revenue $ 9,723,431 $ 9,772,946 $ 9,440,182 Operating earnings (loss): Domestic $ 165,495 $ 162,944 $ 165,769 International 5,596 3,198 (6,808 ) CPS 53,799 61,932 46,527 Inter-segment eliminations (616 ) (811 ) (2,950 ) Acquisition-related and exit and realignment charges (1) (24,675 ) (28,404 ) (42,801 ) Fair value adjustments related to purchase accounting — — 3,706 Other (2) — 1,500 (3,907 ) Consolidated operating earnings $ 199,599 $ 200,359 $ 159,536 Depreciation and amortization: Domestic $ 29,469 $ 34,425 $ 35,499 International 17,117 18,903 19,837 CPS 8,807 8,180 1,790 Consolidated depreciation and amortization $ 55,393 $ 61,508 $ 57,126 Capital expenditures: Domestic $ 14,333 $ 17,310 $ 52,529 International 12,874 18,158 18,279 CPS 2,914 1,148 — Consolidated capital expenditures $ 30,121 $ 36,616 $ 70,808 (1) The years ended December 31, 2015 and 2014 included $4.5 million and $6.0 million , respectively of accelerated amortization related to an information system that was replaced. (2) Contract claim settlement for $3.9 million with a customer in the U.K. in 2014, of which $1.5 million was recovered through insurance in 2015. |
Consolidated Total Assets | December 31, 2016 2015 Total assets: Domestic $ 1,778,481 $ 1,785,676 International 352,898 406,787 CPS 400,885 420,293 Segment assets 2,532,264 2,612,756 Cash and cash equivalents 185,488 161,020 Consolidated total assets $ 2,717,752 $ 2,773,776 |
Financial Information by Geographic Area | The following tables present information by geographic area. Net revenues were attributed to geographic areas based on the locations from which we ship products or provide services. International operations consist primarily of Movianto’s operations in the United Kingdom, Germany, France, and other European countries. Year ended December 31, 2016 2015 2014 Net revenue: United States $ 9,338,543 $ 9,356,140 $ 8,951,852 United Kingdom 169,874 192,818 253,527 Ireland 41,214 44,168 6,928 France 38,761 44,592 54,656 Germany 47,514 46,848 47,682 Other European countries 87,525 88,380 125,537 Consolidated net revenue $ 9,723,431 $ 9,772,946 $ 9,440,182 December 31, 2016 2015 Long-lived assets: United States $ 217,985 $ 237,641 Germany 39,734 43,917 United Kingdom 32,349 41,594 Ireland 21,567 24,316 France 5,173 5,397 Other European countries 16,643 19,718 Consolidated long-lived assets $ 333,451 $ 372,583 |
Condensed Consolidating Finan44
Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Statement Of Income | Condensed Consolidating Financial Information Year ended December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 9,190,660 $ 697,559 $ (164,788 ) $ 9,723,431 Cost of goods sold — 8,330,960 370,594 (165,433 ) 8,536,121 Gross margin — 859,700 326,965 645 1,187,310 Distribution, selling and administrative expenses 1,127 670,800 298,497 — 970,424 Acquisition-related and exit and realignment charges — 15,611 9,064 — 24,675 Other operating (income) expense, net — (5,066 ) (2,322 ) — (7,388 ) Operating (loss) earnings (1,127 ) 178,355 21,726 645 199,599 Interest expense (income), net 28,901 (4,744 ) 2,900 — 27,057 Income (loss) before income taxes (30,028 ) 183,099 18,826 645 172,542 Income tax (benefit) provision — 61,545 2,210 — 63,755 Equity in earnings of subsidiaries 138,815 — — (138,815 ) — Net income (loss) 108,787 121,554 16,616 (138,170 ) 108,787 Other comprehensive income (loss), net of tax (15,658 ) (640 ) (15,017 ) 15,657 (15,658 ) Comprehensive income (loss) $ 93,129 $ 120,914 $ 1,599 $ (122,513 ) $ 93,129 Year ended December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 9,176,855 $ 751,442 $ (155,351 ) $ 9,772,946 Cost of goods sold — 8,305,734 410,009 (157,370 ) 8,558,373 Gross margin — 871,121 341,433 2,019 1,214,573 Distribution, selling and administrative expenses 1,229 684,021 308,533 — 993,783 Acquisition-related and exit and realignment charges — 8,877 19,527 — 28,404 Other operating (income) expense, net — (2,621 ) (5,352 ) — (7,973 ) Operating (loss) earnings (1,229 ) 180,844 18,725 2,019 200,359 Interest expense (income), net 27,457 (3,371 ) 3,063 — 27,149 Income (loss) before income taxes (28,686 ) 184,215 15,662 2,019 173,210 Income tax (benefit) provision (9,837 ) 71,807 7,831 — 69,801 Equity in earnings of subsidiaries 122,258 — — (122,258 ) — Net income (loss) 103,409 112,408 7,831 (120,239 ) 103,409 Other comprehensive income (loss), net of tax (27,824 ) (243 ) (27,581 ) 27,824 (27,824 ) Comprehensive income (loss) $ 75,585 $ 112,165 $ (19,750 ) $ (92,415 ) $ 75,585 Year ended December 31, 2014 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 8,910,274 $ 626,044 $ (96,136 ) $ 9,440,182 Cost of goods sold — 8,051,350 311,947 (93,081 ) 8,270,216 Gross margin — 858,924 314,097 (3,055 ) 1,169,966 Distribution, selling and administrative expenses 954 659,453 323,695 — 984,102 Acquisition-related and exit and realignment charges — 15,065 27,736 — 42,801 Other operating (income) expense, net — (10,261 ) (6,212 ) — (16,473 ) Operating (loss) earnings (954 ) 194,667 (31,122 ) (3,055 ) 159,536 Loss on early retirement of debt 14,890 — — — 14,890 Interest expense (income), net 15,737 1,520 906 — 18,163 Income (loss) before income taxes (31,581 ) 193,147 (32,028 ) (3,055 ) 126,483 Income tax (benefit) provision (1,700 ) 65,983 (4,303 ) — 59,980 Equity in earnings of subsidiaries 96,384 — — (96,384 ) — Net income (loss) 66,503 127,164 (27,725 ) (99,439 ) 66,503 Other comprehensive income (loss), net of tax (33,569 ) (3,846 ) (29,539 ) 33,385 (33,569 ) Comprehensive income (loss) $ 32,934 $ 123,318 $ (57,264 ) $ (66,054 ) $ 32,934 |
Condensed Consolidating Balance Sheets | Condensed Consolidating Financial Information December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Accounts and notes receivable, net — 526,170 90,016 (10,102 ) 606,084 Merchandise inventories — 856,566 61,505 (1,760 ) 916,311 Other current assets 106 86,907 167,143 — 254,156 Total current assets 38,121 1,530,909 404,871 (11,862 ) 1,962,039 Property and equipment, net — 97,725 93,993 — 191,718 Goodwill, net — 180,006 234,930 — 414,936 Intangible assets, net — 11,655 70,856 — 82,511 Due from O&M and subsidiaries — 573,395 — (573,395 ) — Advances to and investments in consolidated subsidiaries 2,044,963 — — (2,044,963 ) — Other assets, net — 49,887 16,661 — 66,548 Total assets $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Liabilities and equity Current liabilities Accounts payable $ — $ 683,189 $ 75,512 $ (7,951 ) $ 750,750 Accrued payroll and related liabilities — 32,814 12,237 — 45,051 Other current liabilities 7,106 93,327 138,404 — 238,837 Total current liabilities 7,106 809,330 226,153 (7,951 ) 1,034,638 Long-term debt, excluding current portion 544,838 3,219 16,526 — 564,583 Due to O&M and subsidiaries 571,102 — 48,044 (619,146 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 70,280 20,103 — 90,383 Other liabilities — 60,578 7,532 — 68,110 Total liabilities 1,123,046 1,082,297 318,358 (765,987 ) 1,757,714 Equity — Common stock 122,062 — — — 122,062 Paid-in capital 219,955 174,614 583,872 (758,486 ) 219,955 Retained earnings (deficit) 685,504 1,196,341 (42,032 ) (1,154,309 ) 685,504 Accumulated other comprehensive income (loss) (67,483 ) (9,675 ) (38,887 ) 48,562 (67,483 ) Total equity 960,038 1,361,280 502,953 (1,864,233 ) 960,038 Total liabilities and equity $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Condensed Consolidating Financial Information December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 103,284 $ 5,614 $ 52,122 $ — $ 161,020 Accounts and notes receivable, net — 507,673 89,895 (9,633 ) 587,935 Merchandise inventories — 883,232 59,930 (2,387 ) 940,775 Other current assets 104 72,683 212,183 — 284,970 Total current assets 103,388 1,469,202 414,130 (12,020 ) 1,974,700 Property and equipment, net — 103,219 105,711 — 208,930 Goodwill, net — 180,006 239,613 — 419,619 Intangible assets, net — 13,731 81,519 — 95,250 Due from O&M and subsidiaries — 518,473 — (518,473 ) — Advances to and investments in consolidated subsidiaries 1,967,176 — — (1,967,176 ) — Other assets, net — 57,409 17,868 — 75,277 Total assets $ 2,070,564 $ 2,342,040 $ 858,841 $ (2,497,669 ) $ 2,773,776 Liabilities and equity Current liabilities Accounts payable $ — $ 662,909 $ 56,073 $ (8,373 ) $ 710,609 Accrued payroll and related liabilities — 32,094 13,813 — 45,907 Other current liabilities 6,924 109,137 191,012 — 307,073 Total current liabilities 6,924 804,140 260,898 (8,373 ) 1,063,589 Long-term debt, excluding current portion 543,982 4,527 19,986 — 568,495 Due to O&M and subsidiaries 527,068 — 70,089 (597,157 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 67,562 18,764 — 86,326 Other liabilities — 57,573 5,203 — 62,776 Total liabilities 1,077,974 1,072,692 374,940 (744,420 ) 1,781,186 Equity — Common stock 125,606 — — — 125,606 Paid-in capital 211,943 174,612 583,873 (758,485 ) 211,943 Retained earnings (deficit) 706,866 1,104,787 (58,648 ) (1,046,139 ) 706,866 Accumulated other comprehensive income (loss) (51,825 ) (10,051 ) (41,324 ) 51,375 (51,825 ) Total equity 992,590 1,269,348 483,901 (1,753,249 ) 992,590 Total liabilities and equity $ 2,070,564 $ 2,342,040 $ 858,841 $ (2,497,669 ) $ 2,773,776 |
Condensed Consolidating Statement Of Cash Flows | Year ended December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 108,787 $ 121,554 $ 16,616 $ (138,170 ) $ 108,787 Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries (138,815 ) — — 138,815 — Depreciation and amortization — 29,589 25,804 — 55,393 Share-based compensation expense — 12,042 — — 12,042 Provision for losses on accounts and notes receivable — 84 293 — 377 Deferred income tax (benefit) expense — 6,245 (2,027 ) — 4,218 Changes in operating assets and liabilities: Accounts and notes receivable — (18,581 ) (6,358 ) (305 ) (25,244 ) Merchandise inventories — 26,666 (3,449 ) (628 ) 22,589 Accounts payable — 20,280 22,862 288 43,430 Net change in other assets and liabilities 180 (26,397 ) (11,342 ) — (37,559 ) Other, net 854 999 1,048 — 2,901 Cash provided by (used for) operating activities of continuing operations (28,994 ) 172,481 43,447 — 186,934 Investing activities: Additions to computer software and intangible assets — (4,004 ) (5,815 ) — (9,819 ) Additions to property and equipment — (10,329 ) (9,973 ) — (20,302 ) Proceeds from sale of property and equipment — 125 5,250 — 5,375 Cash used for investing activities of continuing operations — (14,208 ) (10,538 ) — (24,746 ) Financing activities: Change in intercompany advances 101,424 (100,308 ) (1,116 ) — — Cash dividends paid (63,382 ) — — — (63,382 ) Repurchases of common stock (71,028 ) — — — (71,028 ) Excess tax benefits related to share-based compensation 761 — — — 761 Other, net (4,050 ) (2,313 ) (1,931 ) — (8,294 ) Cash provided by (used for) financing activities (36,275 ) (102,621 ) (3,047 ) — (141,943 ) Effect of exchange rates on cash and cash equivalents — — 4,223 — 4,223 Net increase (decrease) in cash and cash equivalents (65,269 ) 55,652 34,085 — 24,468 Cash and cash equivalents at beginning of year 103,284 5,614 52,122 — 161,020 Cash and cash equivalents at end of year $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Condensed Consolidating Financial Information Year ended December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 103,409 $ 112,408 $ 7,831 $ (120,239 ) $ 103,409 Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries (122,258 ) — — 122,258 — Depreciation and amortization — 34,497 31,485 — 65,982 Share-based compensation expense — 11,306 — — 11,306 Provision for losses on accounts and notes receivable — 202 (226 ) — (24 ) Deferred income tax (benefit) expense — (5,267 ) (834 ) — (6,101 ) Changes in operating assets and liabilities: Accounts and notes receivable — 12,076 (27,274 ) 33,531 18,333 Merchandise inventories — (66,317 ) (1,277 ) (2,133 ) (69,727 ) Accounts payable — 95,624 13,418 4,969 114,011 Net change in other assets and liabilities 666 61,454 6,443 (38,386 ) 30,177 Other, net 855 920 456 — 2,231 Cash provided by (used for) operating activities of continuing operations (17,328 ) 256,903 30,022 — 269,597 Investing activities: Additions to computer software and intangible assets — (13,688 ) (2,397 ) — (16,085 ) Additions to property and equipment — (3,621 ) (16,910 ) — (20,531 ) Proceeds from sale of property and equipment — 87 56 — 143 Cash used for investing activities of continuing operations — (17,222 ) (19,251 ) — (36,473 ) Financing activities: Proceeds from (repayment of) revolver — (33,700 ) — — (33,700 ) Change in intercompany advances 183,688 (201,851 ) 18,163 — — Cash dividends paid (63,651 ) — — — (63,651 ) Repurchases of common stock (20,000 ) — — — (20,000 ) Excess tax benefits related to share-based compensation 646 — — — 646 Other, net (2,084 ) (2,428 ) (3,016 ) — (7,528 ) Cash provided by (used for) financing activities 98,599 (237,979 ) 15,147 — (124,233 ) Effect of exchange rates on cash and cash equivalents — — (4,643 ) — (4,643 ) Net increase (decrease) in cash and cash equivalents 81,271 1,702 21,275 — 104,248 Cash and cash equivalents at beginning of year 22,013 3,912 30,847 — 56,772 Cash and cash equivalents at end of year $ 103,284 $ 5,614 $ 52,122 $ — $ 161,020 Condensed Consolidating Financial Information Year ended December 31, 2014 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 66,503 $ 127,164 $ (27,725 ) $ (99,439 ) $ 66,503 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (96,384 ) — — 96,384 — Depreciation and amortization 2 35,879 27,526 — 63,407 Loss on early retirement of debt 14,890 — — — 14,890 Share-based compensation expense — 8,369 (162 ) — 8,207 Provision for losses on accounts and notes receivable — (36 ) 484 — 448 Deferred income tax (benefit) expense — 1,292 (4,677 ) — (3,385 ) Changes in operating assets and liabilities: — — — Accounts and notes receivable — (24,440 ) 6,185 452 (17,803 ) Merchandise inventories — (65,916 ) 8,308 279 (57,329 ) Accounts payable — (28,580 ) (24,613 ) 1,045 (52,148 ) Net change in other assets and liabilities (455 ) (12,341 ) (14,311 ) 1,279 (25,828 ) Other, net (1,161 ) (9 ) 447 — (723 ) Cash provided by (used for) operating activities (16,605 ) 41,382 (28,538 ) — (3,761 ) Investing activities: Acquisitions, net of cash acquired — — (248,536 ) — (248,536 ) Additions to computer software and intangible assets — (18,054 ) (4,330 ) — (22,384 ) Additions to property and equipment — (34,475 ) (13,949 ) — (48,424 ) Proceeds from the sale of investments — 1,937 — — 1,937 Proceeds from sale of property and equipment — 156 — — 156 Cash used for investing activities of continuing operations — (50,436 ) (266,815 ) — (317,251 ) Financing activities: — Proceeds from issuance of debt 547,693 — — — 547,693 Proceeds from revolver — 33,700 — — 33,700 Repayment of debt (217,352 ) — — — (217,352 ) Change in intercompany advances (287,275 ) (21,106 ) 308,381 — — Cash dividends paid (63,104 ) — — — (63,104 ) Repurchases of common stock (9,934 ) — — — (9,934 ) Financing costs paid (4,780 ) (611 ) — — — (5,391 ) Excess tax benefits related to share-based compensation 582 — — — 582 Proceeds from exercise of stock options 1,180 — — — 1,180 Purchase of noncontrolling interest — — (1,500 ) — (1,500 ) Other, net (2,783 ) (1,029 ) (3,502 ) — (7,314 ) Cash provided by (used for) financing activities (35,773 ) 10,954 303,379 — 278,560 Effect of exchange rate changes on cash and cash equivalents — — (2,681 ) — (2,681 ) Net increase (decrease) in cash and cash equivalents (52,378 ) 1,900 5,345 — (45,133 ) Cash and cash equivalents at beginning of year 74,391 2,012 25,502 — 101,905 Cash and cash equivalents at end of year $ 22,013 $ 3,912 $ 30,847 $ — $ 56,772 |
Summary Of Significant Accoun45
Summary Of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Allowance for uncollectible accounts | $ 100,000 | $ 100,000 | |
Property and equipment, gross | 393,117,000 | 398,035,000 | |
Depreciation and amortization | 55,393,000 | 65,982,000 | $ 63,407,000 |
Capitalized computer software | 59,200,000 | 68,400,000 | |
Software amortization | $ 12,900,000 | $ 15,400,000 | 16,400,000 |
Customer relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets useful life (in years) | 14 years | 14 years | |
Customer relationships | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets useful life (in years) | 10 years | ||
Customer relationships | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets useful life (in years) | 15 years | ||
Other Intangibles | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets useful life (in years) | 5 years | 5 years | |
Other Intangibles | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets useful life (in years) | 1 year | ||
Other Intangibles | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Intangible assets useful life (in years) | 15 years | ||
Software technology | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Computer Software, Useful Life | 3 years | ||
Software technology | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Computer Software, Useful Life | 10 years | ||
Warehouse equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, gross | $ 167,889,000 | $ 168,599,000 | |
Warehouse equipment | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 4 years | ||
Warehouse equipment | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 15 years | 8 years | |
Building and improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, gross | $ 72,780,000 | $ 75,229,000 | |
Building and improvements | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 5 years | ||
Building and improvements | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 40 years | ||
Computer equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, gross | $ 51,513,000 | 53,566,000 | |
Computer equipment | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 3 years | ||
Computer equipment | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 8 years | ||
Furniture and fixtures | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, gross | $ 14,668,000 | 14,517,000 | |
Furniture and fixtures | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 3 years | ||
Furniture and fixtures | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 8 years | ||
Office equipment and other | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, gross | $ 8,596,000 | 8,216,000 | |
Office equipment and other | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 3 years | ||
Office equipment and other | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life (in years) | 8 years | ||
Warehouse Facilities | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease Term Years | 1 year | ||
Warehouse Facilities | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease Term Years | 30 years | ||
Transportation And Material Handling Equipment | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease Term Years | 3 years | ||
Transportation And Material Handling Equipment | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease Term Years | 10 years | ||
Foreign Subsidiaries | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Income Tax Expense (Benefit) | $ 0 | ||
Cash, cash-equivalents, short-term investments, and marketable securities | 82,100,000 | 46,000,000 | |
S,G&A Expenses | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shipping and handling costs | 558,900,000 | 548,600,000 | 576,800,000 |
International | Acquisition-related and Exit and Realignment Charges | Information Systems Related Costs | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accelerated amortization | 4,500,000 | $ 6,000,000 | |
Estimated Useful Life | Warehouse equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, gross | 12,900,000 | ||
Depreciation and amortization | (900,000) | ||
Accounting Standards Update 2015-03 | Long-term Debt [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Debt issuance costs | $ 3,500,000 | $ 4,100,000 |
Significant Risks And Uncerta46
Significant Risks And Uncertainties - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Vizient | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 54.00% | 54.00% | |
Vizient | Minimum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 48.00% | 48.00% | 48.00% |
Vizient | Maximum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 54.00% | ||
Premier | Minimum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 20.00% | 20.00% | 20.00% |
Premier | Maximum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 22.00% | 22.00% | 22.00% |
HPG | Minimum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 10.00% | 10.00% | 10.00% |
HPG | Maximum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Customer revenue as a percentage of net revenue | 14.00% | 14.00% | 14.00% |
Medtronic | |||
Unusual Risk or Uncertainty [Line Items] | |||
Sales of product from supplier as a percentage of revenue | 13.00% | 13.00% | 13.00% |
Johnson & Johnson Healthcare Systems, Inc. | |||
Unusual Risk or Uncertainty [Line Items] | |||
Sales of product from supplier as a percentage of revenue | 9.00% | 9.00% | 9.00% |
Becton Dickinson | |||
Unusual Risk or Uncertainty [Line Items] | |||
Sales of product from supplier as a percentage of revenue | 9.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Nov. 01, 2014USD ($)acquisition | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||||
Combined consideration, net of cash acquired | $ 0 | $ 0 | $ 248,536,000 | |
Goodwill | 414,936,000 | 419,619,000 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||
Medical Action Industries, Inc. and ArcRoyal | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | acquisition | 2 | |||
Combined consideration, net of cash acquired | $ 261,600,000 | |||
Capital lease obligations assumed | 13,400,000 | |||
Goodwill | $ 150,613,000 | |||
Acquisition-related expenses | $ 1,200,000 | $ 9,800,000 | ||
Medical Action Industries, Inc. and ArcRoyal | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets , useful life | 14 years | |||
Medical Action Industries, Inc, ArcRoyal and Movianto [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related expenses | $ 16,100,000 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 01, 2014 |
Assets acquired: | |||
Goodwill | $ 414,936 | $ 419,619 | |
Medical Action Industries, Inc. and ArcRoyal | |||
Assets acquired: | |||
Current assets | $ 90,379 | ||
Property and equipment | 31,546 | ||
Goodwill | 150,613 | ||
Intangible assets | 77,623 | ||
Total assets | 350,161 | ||
Liabilities assumed: | |||
Current liabilities | 63,549 | ||
Noncurrent liabilities | 25,003 | ||
Total liabilities | 88,552 | ||
Fair value of net assets acquired, net of cash | 261,609 | ||
Scenario, Previously Reported [Member] | Medical Action Industries, Inc. and ArcRoyal | |||
Assets acquired: | |||
Current assets | 90,608 | ||
Property and equipment | 34,048 | ||
Goodwill | 150,492 | ||
Intangible assets | 77,623 | ||
Total assets | 352,771 | ||
Liabilities assumed: | |||
Current liabilities | 64,736 | ||
Noncurrent liabilities | 26,426 | ||
Total liabilities | 91,162 | ||
Fair value of net assets acquired, net of cash | 261,609 | ||
Scenario, Adjustment [Member] | Medical Action Industries, Inc. and ArcRoyal | |||
Assets acquired: | |||
Current assets | (229) | ||
Property and equipment | (2,502) | ||
Goodwill | 121 | ||
Intangible assets | 0 | ||
Total assets | (2,610) | ||
Liabilities assumed: | |||
Current liabilities | (1,187) | ||
Noncurrent liabilities | (1,423) | ||
Total liabilities | (2,610) | ||
Fair value of net assets acquired, net of cash | $ 0 |
Accounts and Notes Receivable49
Accounts and Notes Receivable, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Accounts and notes receivable, allowances | $ 13.5 | $ 13.2 | |
Write-offs of accounts and notes receivable | $ 0.9 | $ 1.2 | $ 3.1 |
Merchandise Inventories - Addit
Merchandise Inventories - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Merchandise inventories | $ 916,311 | $ 940,775 |
LIFO Inventory Amount | 902,200 | 927,700 |
Current costs or first-in, first-out (FIFO) excess of replacement over stated LIFO value | 115,400 | 116,400 |
Raw Materials | 19,700 | 22,300 |
Work in Process | $ 10,800 | $ 10,600 |
Financing Receivables and Pay51
Financing Receivables and Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financing Receivables and Payables [Line Items] | ||
Financing charges | $ 238,837 | $ 307,073 |
Other Current Assets | ||
Financing Receivables and Payables [Line Items] | ||
Financing receivables | 156,500 | 198,500 |
Other Current Liabilities | ||
Financing Receivables and Payables [Line Items] | ||
Financing charges | $ 110,000 | $ 148,500 |
Property And Equipment (Detail)
Property And Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 393,117 | $ 398,035 |
Accumulated depreciation | (201,399) | (189,105) |
Property and equipment, net | 191,718 | 208,930 |
Warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 167,889 | 168,599 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,513 | 53,566 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 72,780 | 75,229 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 60,360 | 60,522 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,311 | 17,386 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,668 | 14,517 |
Office equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,596 | $ 8,216 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Capital leases, gross | $ 36,400,000 | $ 38,700,000 | |
Accumulated amortization of capital leases | 16,400,000 | 13,700,000 | |
Depreciation expense, assets under capital lease | 32,500,000 | 36,300,000 | $ 35,500,000 |
Property held-for-sale | $ 0 | $ 3,800,000 | $ 5,600,000 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2015 | $ 419,619 |
Currency translation adjustments | (4,683) |
Carrying amount of goodwill, December 31, 2016 | 414,936 |
Domestic | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2015 | 180,006 |
Currency translation adjustments | 0 |
Carrying amount of goodwill, December 31, 2016 | 180,006 |
International | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2015 | 23,426 |
Currency translation adjustments | (4,035) |
Carrying amount of goodwill, December 31, 2016 | 19,391 |
CPS | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2015 | 216,187 |
Currency translation adjustments | (648) |
Carrying amount of goodwill, December 31, 2016 | $ 215,539 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 82,511 | $ 95,250 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 118,223 | 121,888 |
Accumulated amortization | (38,429) | (29,872) |
Net intangible assets | $ 79,794 | $ 92,016 |
Weighted average useful life | 14 years | 14 years |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 4,045 | $ 4,621 |
Accumulated amortization | (1,328) | (1,387) |
Net intangible assets | $ 2,717 | $ 3,234 |
Weighted average useful life | 5 years | 5 years |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Goodwill, Impairment Loss | $ 0 | ||
Intangible assets, net | 82,511,000 | $ 95,250,000 | |
Amortization expense for intangible assets | 10,000,000 | $ 9,800,000 | $ 5,500,000 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Estimated amortization expense for 2017 | 9,500,000 | ||
Estimated amortization expense for 2018 | 8,900,000 | ||
Estimated amortization expense for 2019 | 8,800,000 | ||
Estimated amortization expense for 2020 | 8,700,000 | ||
Estimated amortization expense for 2021 | 8,300,000 | ||
Domestic | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | 11,700,000 | ||
International | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | 10,800,000 | ||
CPS | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 60,100,000 |
Exit and Realignment Costs - Ad
Exit and Realignment Costs - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Exit and realignment charges | $ 23,464,000 | $ 18,630,000 | $ 26,713,000 |
Incurred cost | 11,900,000 | 17,400,000 | 16,000,000 |
Expected cost remaining | 0 | ||
Domestic | |||
Restructuring Cost and Reserve [Line Items] | |||
Exit and realignment charges | 14,304,000 | 7,318,000 | 7,223,000 |
International | |||
Restructuring Cost and Reserve [Line Items] | |||
Exit and realignment charges | 7,491,000 | 11,312,000 | 19,490,000 |
CPS | |||
Restructuring Cost and Reserve [Line Items] | |||
Exit and realignment charges | 1,669,000 | 0 | 0 |
Asset Write-downs | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | 3,000,000 | ||
Information Systems Related Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | 2,900,000 | 3,000,000 | 1,800,000 |
Labor Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | 900,000 | 1,400,000 | 2,900,000 |
Other Facility Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | 700,000 | 4,600,000 | 3,300,000 |
Other Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | 800,000 | 100,000 | 700,000 |
Accelerated Amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | 4,500,000 | 6,000,000 | |
Professional Services Fees | |||
Restructuring Cost and Reserve [Line Items] | |||
Incurred cost | $ 3,600,000 | $ 3,800,000 | $ 1,300,000 |
Exit and Realignment Costs - Ac
Exit and Realignment Costs - Accrual for Exit and Realignment Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Reserve [Roll Forward] | |||
Accrued exit and realignment charges, beginning of period | $ 2,326 | $ 6,462 | $ 2,909 |
Provision for exit and realignment activities | 11,823 | 5,083 | 11,930 |
Change in estimate | (261) | (3,877) | (1,260) |
Cash payments, net of sublease income | (11,650) | (5,342) | (7,117) |
Accrued exit and realignment charges, end of period | 2,238 | 2,326 | 6,462 |
Lease Obligations | |||
Restructuring Reserve [Roll Forward] | |||
Accrued exit and realignment charges, beginning of period | 486 | 3,575 | 2,434 |
Provision for exit and realignment activities | 0 | 1,118 | 5,592 |
Change in estimate | 0 | (3,002) | (1,260) |
Cash payments, net of sublease income | (486) | (1,205) | (3,191) |
Accrued exit and realignment charges, end of period | 0 | 486 | 3,575 |
Severance and Other | |||
Restructuring Reserve [Roll Forward] | |||
Accrued exit and realignment charges, beginning of period | 1,840 | 2,887 | 475 |
Provision for exit and realignment activities | 11,823 | 3,965 | 6,338 |
Change in estimate | (261) | (875) | 0 |
Cash payments, net of sublease income | (11,164) | (4,137) | (3,926) |
Accrued exit and realignment charges, end of period | $ 2,238 | $ 1,840 | $ 2,887 |
Debt (Detail)
Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 569,387 | $ 573,521 |
Less current maturities | (4,804) | (5,026) |
Long-term debt | 564,583 | 568,495 |
Carrying Amount | Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Capital Lease Obligations | 24,549 | 29,539 |
Carrying Amount | Senior Notes | 3.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 272,394 | 271,928 |
Carrying Amount | Senior Notes | 4.375% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 272,444 | 272,054 |
Estimate of Fair Value Measurement | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Fair Value | 568,994 | 576,047 |
Less current maturities | (4,804) | (5,026) |
Long-term debt | 564,190 | 571,021 |
Estimate of Fair Value Measurement | Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Fair Value | 24,549 | 29,539 |
Estimate of Fair Value Measurement | Senior Notes | 3.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Fair Value | 274,450 | 273,680 |
Estimate of Fair Value Measurement | Senior Notes | 4.375% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Fair Value | $ 269,995 | $ 272,828 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Sep. 17, 2014USD ($)extension | Sep. 16, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||
Loss on early retirement of debt | $ 0 | $ 0 | $ (14,890,000) | ||
Borrowings outstanding | 0 | ||||
Remaining borrowing capacity | 445,000,000 | ||||
Interest paid | $ 27,900,000 | 27,700,000 | $ 18,500,000 | ||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Rate of interest discounted | 0.30% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 450,000,000 | $ 350,000,000 | |||
Expiration date | Sep. 30, 2019 | ||||
Number of extensions | extension | 2 | ||||
Term of each extension (in years) | 1 year | ||||
Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee charged on unused portion of facility | 0.125% | ||||
Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee charged on unused portion of facility | 0.25% | ||||
Revolving Credit Facility, Additional Borrowing Capacity | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 200,000,000 | ||||
3.875% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes, par value | $ 275,000,000 | ||||
Interest rate of debt | 3.875% | ||||
Debt issued, percent of par | 99.50% | ||||
Effective yield percentage | 3.951% | ||||
4.375% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes, par value | $ 275,000,000 | ||||
Interest rate of debt | 4.375% | ||||
Debt issued, percent of par | 99.60% | ||||
Effective yield percentage | 4.422% | ||||
2021 and 2024 Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes redemption price, percentage | 100.00% | ||||
Debt issuance costs | $ 3,500,000 | ||||
6.35% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate of debt | 6.35% | ||||
Debt retired | $ 200,000,000 | ||||
Redemption premium | 17,400,000 | ||||
Loss on early retirement of debt | $ (14,900,000) | ||||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | 4,900,000 | ||||
European Lease Agreement | Replaced Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | $ 1,100,000 | $ 1,200,000 | |||
LIBOR | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on LIBOR, percent | 1.375% |
Debt - Future Capital Lease Pay
Debt - Future Capital Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Obligation for Capital leases for minimum annual rental payments [Abstract] | |
2,017 | $ 6,625 |
2,018 | 5,433 |
2,019 | 3,688 |
2,020 | 2,624 |
2,021 | 2,139 |
Thereafter | 14,303 |
Total minimum lease payments | 34,812 |
Less: Amounts representing interest | (10,263) |
Present value of total minimum lease payments | 24,549 |
Less: Current portion of capital lease obligations | (4,804) |
Long-term portion of capital lease obligations | $ 19,745 |
Derivative Financial Instrume62
Derivative Financial Instruments - Additional Information (Detail) - Foreign Currency Derivative - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Notional value | $ 0 | $ 2,000,000 | |
Other Operating Income, Net | |||
Derivative [Line Items] | |||
Impact from changes in fair value of derivatives | $ 400,000 | 300,000 | $ 200,000 |
Other Assets | |||
Derivative [Line Items] | |||
Fair value of derivative instruments | $ 400,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares available for issuance under share-based compensation plan (shares) | 2,300,000 | |||
Total share-based compensation expense | $ 12,042 | $ 11,306 | $ 8,207 | |
Recognized tax benefits from share-based compensation expense | 4,500 | 4,400 | 3,200 | |
Total intrinsic value of stock options exercised | $ 0 | $ 200 | $ 500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | 0 | 15,000 | 64,000 |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation would be recognized based on accelerated vesting provisions | $ 700 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Total unrecognized compensation cost related to nonvested awards | $ 19,200 | |||
Total unrecognized compensation cost related to nonvested awards, period for recognition | 2 years 4 months 24 days | |||
Value of stock that vested during the period | $ 11,000 | $ 5,800 | $ 6,200 | |
Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 5 years | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Total unrecognized compensation cost related to nonvested awards | $ 800 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Stock option grants in period (shares) | 0 | 0 | 0 | |
Stock Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award expiration period, years | 7 years | |||
Stock Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award expiration period, years | 10 years |
Share-Based Compensation - Acti
Share-Based Compensation - Activity and Value of Nonvested Restricted Stock and Performance Share Awards (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares (shares) | |||
Nonvested awards at beginning of year (shares) | 1,104 | 814 | 738 |
Granted (shares) | 572 | 545 | 371 |
Vested (shares) | (337) | (195) | (201) |
Forfeited (shares) | (248) | (60) | (94) |
Nonvested awards at end of year (shares) | 1,091 | 1,104 | 814 |
Weighted Average Grant-date Value (dollars per share) | |||
Nonvested awards at beginning of year (dollars per share) | $ 40.02 | $ 33.29 | $ 30.81 |
Granted (shares) | 34.75 | 34.25 | 33.69 |
Vested (shares) | 32.65 | 29.90 | 31.01 |
Forfeited (shares) | 34.06 | 33.27 | 30.89 |
Nonvested awards at end of year (dollars per share) | $ 44.15 | $ 40.02 | $ 33.29 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity and Terms of Outstanding Options (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding (shares) [Roll Forward] | |||
Options outstanding beginning balance (shares) | 0 | 15,000 | 64,000 |
Exercised (shares) | 0 | (15,000) | (49,000) |
Forfeited | 0 | 0 | 0 |
Options outstanding ending balance (shares) | 0 | 0 | 15,000 |
Options Outstanding, Weighted Average Exercise Price (dollars per share) [Abstract] | |||
Beginning balance (shares) | $ 0 | $ 20.49 | $ 23.33 |
Exercised (shares) | 0 | 20.49 | 24.21 |
Forfeited (shares) | 0 | 0 | 0 |
Ending balance (shares) | $ 0 | $ 0 | $ 20.49 |
Weighted Average Remaining Contractual Life (years), Options outstanding | 0 years | ||
Aggregate Intrinsic Value, Options outstanding | $ 0 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Minimum service period | 1 month | ||
Minimum age requirement | 18 years | ||
Eligibility criteria for employees under savings and retirement plans | one month of service and have attained age 18 | ||
Domestic Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Recognized net actuarial loss | $ (1,800) | ||
Accumulated benefit obligation | 52,051 | $ 51,023 | |
Net periodic benefit cost | 3,626 | 3,412 | $ 2,665 |
International Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | 2,000 | 1,900 | |
Net periodic benefit cost | $ 100 | 100 | 200 |
Savings And Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of employer contributions to eligible employees based on salary, minimum | 1.00% | ||
Expense recognized | $ 12,500 | $ 12,300 | $ 10,800 |
Retirement Plans - Domestic Ret
Retirement Plans - Domestic Retirement Plan's Financial Status and Amounts Recognized in Consolidated Balance Sheets (Detail) - Domestic Retirement Plans - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | $ 51,023 | $ 49,055 | |
Interest cost | 1,980 | 1,806 | $ 1,849 |
Actuarial (gain) loss | 2,616 | 1,855 | |
Benefits paid | (3,568) | (1,693) | |
Benefit obligation, end of year | 52,051 | 51,023 | 49,055 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | 0 | 0 | |
Employer contribution | 3,568 | 1,693 | |
Benefits paid | (3,568) | (1,693) | |
Fair value of plan assets, end of year | 0 | 0 | $ 0 |
Funded status, end of year | (52,051) | (51,023) | |
Amounts recognized in the consolidated balance sheets | |||
Other current liabilities | (3,405) | (2,977) | |
Other liabilities | (48,644) | (48,023) | |
Accumulated other comprehensive loss | 18,071 | 17,102 | |
Net amount recognized | (33,978) | (33,898) | |
Accumulated benefit obligation | $ 52,051 | $ 51,023 | |
Weighted average assumptions used to determine benefit obligation | |||
Discount rate | 3.75% | 4.00% |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost for Domestic Retirement Plans (Detail) - Domestic Retirement Plans - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 1,980 | $ 1,806 | $ 1,849 |
Recognized net actuarial loss | 1,646 | 1,606 | 816 |
Net periodic benefit cost | $ 3,626 | $ 3,412 | $ 2,665 |
Discount rate | 4.00% | 3.75% | 4.50% |
Retirement Plans - Amounts Reco
Retirement Plans - Amounts Recognized As Component Of Accumulated Other Comprehensive Loss, Domestic (Detail) - Domestic Retirement Plans - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $ (18,071) | $ (17,102) |
Deferred tax benefit | 7,048 | 6,663 |
Amounts included in accumulated other comprehensive income (loss), net of tax | $ (11,023) | $ (10,439) |
Retirement Plans - Expected Ben
Retirement Plans - Expected Benefit Payments Required For Domestic Retirement Plan (Detail) - Domestic Retirement Plans $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 3,374 |
2,018 | 3,269 |
2,019 | 3,034 |
2,020 | 2,968 |
2,021 | 2,825 |
2022-2026 | $ 12,423 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (loss) before income taxes: | |||
U.S. | $ 150,942 | $ 167,444 | $ 155,132 |
Foreign | 21,600 | 5,766 | (28,649) |
Income before income taxes | $ 172,542 | $ 173,210 | $ 126,483 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current tax provision (benefit): | |||
Federal | $ 46,846 | $ 60,757 | $ 52,178 |
State | 8,512 | 11,431 | 9,801 |
Foreign | 4,179 | 3,714 | 1,386 |
Total current tax provision | 59,537 | 75,902 | 63,365 |
Deferred tax provision (benefit): | |||
Federal | 5,303 | (4,744) | 282 |
State | 885 | (376) | 295 |
Foreign | (1,970) | (981) | (3,962) |
Total deferred tax provision | 4,218 | (6,101) | (3,385) |
Total income tax provision | $ 63,755 | $ 69,801 | $ 59,980 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Federal Statutory Rate To Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Increases (decreases) in the rate resulting from: | |||
State income taxes, net of federal income tax impact | 3.70% | 4.10% | 5.20% |
Foreign income taxes | (4.30%) | (2.80%) | 1.70% |
Valuation allowance | 0.50% | 1.20% | 3.20% |
Other | 2.10% | 2.80% | 2.30% |
Effective income tax rate | 37.00% | 40.30% | 47.40% |
Income Taxes - Tax Effects On D
Income Taxes - Tax Effects On Deferred Tax Assets And Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Employee benefit plans | $ 35,540 | $ 36,903 |
Accrued liabilities not currently deductible | 15,693 | 15,268 |
Finance charges | 3,803 | 6,128 |
Capital leases | 6,607 | 7,363 |
Allowance for losses on accounts and notes receivable | 4,069 | 3,852 |
Net operating loss carryforwards | 12,722 | 12,395 |
Other | 4,183 | 2,475 |
Total deferred tax assets | 82,617 | 84,384 |
Less: valuation allowances | (12,332) | (10,798) |
Net deferred tax assets | 70,285 | 73,586 |
Deferred tax liabilities: | ||
Merchandise inventories | 71,035 | 67,013 |
Goodwill | 37,854 | 36,613 |
Property and equipment | 14,910 | 14,651 |
Computer software | 15,363 | 17,870 |
Insurance | 368 | 268 |
Intangible assets | 18,887 | 22,048 |
Other | 230 | 206 |
Total deferred tax liabilities | 158,647 | 158,669 |
Net deferred tax liability | $ (88,362) | $ (85,083) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unlimited range of net operating loss carryforwards | 5 years | ||
Cash payments for income taxes, including interest | $ 74,100,000 | $ 52,400,000 | $ 81,600,000 |
Liability for unrecognized tax benefits | 10,725,000 | 7,657,000 | 6,684,000 |
Unrecognized tax benefits highly certain | 4,700,000 | 4,100,000 | |
Unrecognized tax benefits that would impact effective tax rate | 4,800,000 | 3,000,000 | |
Accrued interest | 400,000 | 200,000 | |
Interest expense (income) | (200,000) | 100,000 | $ 100,000 |
Penalties accrued | $ 0 | $ 0 |
Income Taxes - Reconciliation76
Income Taxes - Reconciliation Of Changes In Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at January 1, | $ 7,657 | $ 6,684 |
Increases for positions taken during current period | 2,322 | 1,968 |
Increases for positions taken during prior periods | 1,135 | 481 |
Decreases for positions taken during prior periods | (242) | (1,476) |
Lapse of statute of limitations | (21) | 0 |
Settlements with taxing authorities | (126) | 0 |
Unrecognized tax benefits at December 31, | $ 10,725 | $ 7,657 |
Net Income per Common Share - S
Net Income per Common Share - Summary of Calculation of Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||
Net income | $ 108,787 | $ 103,409 | $ 66,503 |
Less: income allocated to unvested restricted shares | (1,147) | (925) | (597) |
Net income attributable to common shareholders—basic | 107,640 | 102,484 | 65,906 |
Add: undistributed income attributable to unvested restricted shares—basic | 297 | 235 | 18 |
Less: undistributed income attributable to unvested restricted shares—diluted | (297) | (235) | (18) |
Net income attributable to common shareholders—diluted | $ 107,640 | $ 102,484 | $ 65,906 |
Denominator: | |||
Weighted average shares outstanding—basic (shares) | 61,093 | 62,116 | 62,220 |
Dilutive shares—stock options (shares) | 0 | 1 | 6 |
Weighted average shares outstanding—diluted (shares) | 61,093 | 62,117 | 62,226 |
Basic (in usd per share) | $ 1.76 | $ 1.65 | $ 1.06 |
Diluted (in usd per share) | $ 1.76 | $ 1.65 | $ 1.06 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016 | Feb. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, authorized amount | $ 100,000,000 | ||||
Stock repurchase program, period in force | 3 years | ||||
Stock Repurchase Program Expiration Date | Feb. 28, 2017 | ||||
Stock repurchased and retired, shares | 2 | 0.6 | 0.3 | ||
Stock repurchased and retired, value | $ (71,028,000) | $ (20,000,000) | $ (9,934,000) | ||
Stock repurchase program, average price per share (dollars per share) | $ 34.72 | $ 34.04 | $ 34.31 | ||
Remaining amount available under the program for the repurchase of shares | $ 99,000,000 | ||||
Payments to acquire additional interest in subsidiaries | $ 0 | $ 0 | $ 1,500,000 | ||
October 2016 Share Repurchase Program [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, authorized amount | $ 100,000,000 | ||||
Stock repurchase program, period in force | 3 years |
Accumulated Other Comprehensi79
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning | $ (51,825) | $ (24,001) | $ 9,568 |
Other comprehensive income (loss) before reclassifications | (17,647) | (29,520) | (36,633) |
Income tax | 869 | 670 | 2,671 |
Other comprehensive income (loss) before reclassifications, net of tax | (16,778) | (28,850) | (33,962) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,646 | 1,606 | 631 |
Income tax | (526) | (580) | (238) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 1,120 | 1,026 | 393 |
Other comprehensive income (loss) | (15,658) | (27,824) | (33,569) |
Accumulated other comprehensive income (loss), ending | (67,483) | (51,825) | (24,001) |
Reclassified actuarial net losses | (1,600) | (1,600) | (800) |
Retirement Plans | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning | (10,482) | (10,323) | (6,479) |
Other comprehensive income (loss) before reclassifications | (2,716) | (1,855) | (7,021) |
Income tax | 869 | 670 | 2,671 |
Other comprehensive income (loss) before reclassifications, net of tax | (1,847) | (1,185) | (4,350) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,646 | 1,606 | 816 |
Income tax | (526) | (580) | (310) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 1,120 | 1,026 | 506 |
Other comprehensive income (loss) | (727) | (159) | (3,844) |
Accumulated other comprehensive income (loss), ending | (11,209) | (10,482) | (10,323) |
Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning | (41,228) | (13,647) | 15,892 |
Other comprehensive income (loss) before reclassifications | (15,017) | (27,581) | (29,539) |
Income tax | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (15,017) | (27,581) | (29,539) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Income tax | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 |
Other comprehensive income (loss) | (15,017) | (27,581) | (29,539) |
Accumulated other comprehensive income (loss), ending | (56,245) | (41,228) | (13,647) |
Other | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning | (115) | (31) | 155 |
Other comprehensive income (loss) before reclassifications | 86 | (84) | (73) |
Income tax | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 86 | (84) | (73) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | (185) |
Income tax | 0 | 0 | 72 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | (113) |
Other comprehensive income (loss) | 86 | (84) | (186) |
Accumulated other comprehensive income (loss), ending | $ (29) | $ (115) | $ (31) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)extension | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Loss Contingencies [Line Items] | |||
Number of optional extensions | extension | 2 | ||
Optional extension period (years) | 1 year | ||
Contractual commitment to outsource information technology operations, notice period | 180 days | ||
Remaining annual obligations in 2017 | $ 29.8 | ||
Technology service costs | $ 35.8 | $ 35.9 | $ 36.6 |
Leases renewal options (in years) | 5 years | ||
Rent expense for operating leases | $ 70 | $ 70.8 | $ 77.8 |
Maximum | Office And Warehouse Facilities | |||
Loss Contingencies [Line Items] | |||
Operating leases, term of contract | 20 years | ||
Maximum | Transportation And Material Handling Equipment | |||
Loss Contingencies [Line Items] | |||
Lease Term Years | 10 years | ||
Minimum | Office And Warehouse Facilities | |||
Loss Contingencies [Line Items] | |||
Operating leases, term of contract | 1 year | ||
Minimum | Transportation And Material Handling Equipment | |||
Loss Contingencies [Line Items] | |||
Lease Term Years | 3 years |
Commitments and Contingencies81
Commitments and Contingencies - Future Minimum Annual Payments Under Non-Cancelable Lease Agreements (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 59,249 |
2,018 | 53,684 |
2,019 | 43,168 |
2,020 | 32,146 |
2,021 | 22,783 |
Thereafter | 50,341 |
Total minimum payments | $ 261,371 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Net revenue | $ 9,723,431 | $ 9,772,946 | $ 9,440,182 |
Operating earnings | 199,599 | 200,359 | 159,536 |
Acquisition-related and exit and realignment charges (1) | (24,675) | (28,404) | (42,801) |
Depreciation and amortization | 55,393 | 61,508 | 57,126 |
Capital expenditures | 30,121 | 36,616 | 70,808 |
Reportable Segment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenue | 10,074,828 | 10,111,305 | 9,686,493 |
Reportable Segment | Domestic | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenue | 9,191,574 | 9,176,855 | 8,910,733 |
Operating earnings | 165,495 | 162,944 | 165,769 |
Depreciation and amortization | 29,469 | 34,425 | 35,499 |
Capital expenditures | 14,333 | 17,310 | 52,529 |
Reportable Segment | International | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenue | 343,674 | 372,638 | 481,402 |
Operating earnings | 5,596 | 3,198 | (6,808) |
Depreciation and amortization | 17,117 | 18,903 | 19,837 |
Capital expenditures | 12,874 | 18,158 | 18,279 |
Reportable Segment | CPS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenue | 539,580 | 561,812 | 294,358 |
Operating earnings | 53,799 | 61,932 | 46,527 |
Depreciation and amortization | 8,807 | 8,180 | 1,790 |
Capital expenditures | 2,914 | 1,148 | 0 |
Intersegment Eliminations [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenue | (351,397) | (338,359) | (246,311) |
Operating earnings | (616) | (811) | (2,950) |
Intersegment Eliminations [Member] | CPS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net revenue | (351,397) | (338,359) | (246,311) |
Segment Reconciling Items | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Acquisition-related and exit and realignment charges (1) | (24,675) | (28,404) | (42,801) |
Fair value adjustments related to purchase accounting | 0 | 0 | 3,706 |
Other | $ 0 | 1,500 | (3,907) |
Information System | Segment Reconciling Items | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Acquisition-related and exit and realignment charges (1) | (4,500) | $ (6,000) | |
Recovery in Contract Claim Settlement | Segment Reconciling Items | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Other | $ 1,500 |
Segment Information - Consolida
Segment Information - Consolidated Total Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | $ 2,717,752 | $ 2,773,776 | ||
Cash and cash equivalents | 185,488 | 161,020 | $ 56,772 | $ 101,905 |
Reportable Segment | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 2,532,264 | 2,612,756 | ||
Reportable Segment | Domestic | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 1,778,481 | 1,785,676 | ||
Reportable Segment | International | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 352,898 | 406,787 | ||
Reportable Segment | CPS | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 400,885 | 420,293 | ||
Segment Reconciling Items | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Cash and cash equivalents | $ 185,488 | $ 161,020 |
Segment Information - Financi84
Segment Information - Financial Information by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | $ 9,723,431 | $ 9,772,946 | $ 9,440,182 |
Long-Lived Assets | 333,451 | 372,583 | |
United States | |||
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | 9,338,543 | 9,356,140 | 8,951,852 |
Long-Lived Assets | 217,985 | 237,641 | |
United Kingdom | |||
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | 169,874 | 192,818 | 253,527 |
Long-Lived Assets | 32,349 | 41,594 | |
Ireland | |||
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | 41,214 | 44,168 | 6,928 |
Long-Lived Assets | 21,567 | 24,316 | |
France | |||
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | 38,761 | 44,592 | 54,656 |
Long-Lived Assets | 5,173 | 5,397 | |
Germany | |||
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | 47,514 | 46,848 | 47,682 |
Long-Lived Assets | 39,734 | 43,917 | |
Other European countries | |||
Segment And Geographic Distribution Of Operations [Line Items] | |||
Net revenue | 87,525 | 88,380 | $ 125,537 |
Long-Lived Assets | $ 16,643 | $ 19,718 |
Condensed Consolidating Finan85
Condensed Consolidating Financial Information (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor subsidiary percentage of ownership | 100.00% |
Condensed Consolidating Finan86
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Income) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net revenue | $ 9,723,431 | $ 9,772,946 | $ 9,440,182 |
Cost of goods sold | 8,536,121 | 8,558,373 | 8,270,216 |
Gross margin | 1,187,310 | 1,214,573 | 1,169,966 |
Distribution, selling and administrative expenses | 970,424 | 993,783 | 984,102 |
Acquisition-related and exit and realignment charges | 24,675 | 28,404 | 42,801 |
Other operating (income) expense, net | (7,388) | (7,973) | (16,473) |
Operating earnings | 199,599 | 200,359 | 159,536 |
Loss on early retirement of debt | 0 | 0 | 14,890 |
Interest expense (income), net | 27,057 | 27,149 | 18,163 |
Income before income taxes | 172,542 | 173,210 | 126,483 |
Income tax (benefit) provision | 63,755 | 69,801 | 59,980 |
Equity in earnings of subsidiaries | 0 | 0 | 0 |
Net income (loss) | 108,787 | 103,409 | 66,503 |
Other comprehensive income (loss), net of tax | (15,658) | (27,824) | (33,569) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 93,129 | 75,585 | 32,934 |
Owens & Minor, Inc. | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net revenue | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 |
Distribution, selling and administrative expenses | 1,127 | 1,229 | 954 |
Acquisition-related and exit and realignment charges | 0 | 0 | 0 |
Other operating (income) expense, net | 0 | 0 | 0 |
Operating earnings | (1,127) | (1,229) | (954) |
Loss on early retirement of debt | 14,890 | ||
Interest expense (income), net | 28,901 | 27,457 | 15,737 |
Income before income taxes | (30,028) | (28,686) | (31,581) |
Income tax (benefit) provision | 0 | (9,837) | (1,700) |
Equity in earnings of subsidiaries | 138,815 | 122,258 | 96,384 |
Net income (loss) | 108,787 | 103,409 | 66,503 |
Other comprehensive income (loss), net of tax | (15,658) | (27,824) | (33,569) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 93,129 | 75,585 | 32,934 |
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net revenue | 9,190,660 | 9,176,855 | 8,910,274 |
Cost of goods sold | 8,330,960 | 8,305,734 | 8,051,350 |
Gross margin | 859,700 | 871,121 | 858,924 |
Distribution, selling and administrative expenses | 670,800 | 684,021 | 659,453 |
Acquisition-related and exit and realignment charges | 15,611 | 8,877 | 15,065 |
Other operating (income) expense, net | (5,066) | (2,621) | (10,261) |
Operating earnings | 178,355 | 180,844 | 194,667 |
Loss on early retirement of debt | 0 | ||
Interest expense (income), net | (4,744) | (3,371) | 1,520 |
Income before income taxes | 183,099 | 184,215 | 193,147 |
Income tax (benefit) provision | 61,545 | 71,807 | 65,983 |
Equity in earnings of subsidiaries | 0 | 0 | 0 |
Net income (loss) | 121,554 | 112,408 | 127,164 |
Other comprehensive income (loss), net of tax | (640) | (243) | (3,846) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 120,914 | 112,165 | 123,318 |
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net revenue | 697,559 | 751,442 | 626,044 |
Cost of goods sold | 370,594 | 410,009 | 311,947 |
Gross margin | 326,965 | 341,433 | 314,097 |
Distribution, selling and administrative expenses | 298,497 | 308,533 | 323,695 |
Acquisition-related and exit and realignment charges | 9,064 | 19,527 | 27,736 |
Other operating (income) expense, net | (2,322) | (5,352) | (6,212) |
Operating earnings | 21,726 | 18,725 | (31,122) |
Loss on early retirement of debt | 0 | ||
Interest expense (income), net | 2,900 | 3,063 | 906 |
Income before income taxes | 18,826 | 15,662 | (32,028) |
Income tax (benefit) provision | 2,210 | 7,831 | (4,303) |
Equity in earnings of subsidiaries | 0 | 0 | 0 |
Net income (loss) | 16,616 | 7,831 | (27,725) |
Other comprehensive income (loss), net of tax | (15,017) | (27,581) | (29,539) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 1,599 | (19,750) | (57,264) |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net revenue | (164,788) | (155,351) | (96,136) |
Cost of goods sold | (165,433) | (157,370) | (93,081) |
Gross margin | 645 | 2,019 | (3,055) |
Distribution, selling and administrative expenses | 0 | 0 | 0 |
Acquisition-related and exit and realignment charges | 0 | 0 | 0 |
Other operating (income) expense, net | 0 | 0 | 0 |
Operating earnings | 645 | 2,019 | (3,055) |
Loss on early retirement of debt | 0 | ||
Interest expense (income), net | 0 | 0 | 0 |
Income before income taxes | 645 | 2,019 | (3,055) |
Income tax (benefit) provision | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (138,815) | (122,258) | (96,384) |
Net income (loss) | (138,170) | (120,239) | (99,439) |
Other comprehensive income (loss), net of tax | 15,657 | 27,824 | 33,385 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (122,513) | $ (92,415) | $ (66,054) |
Condensed Consolidating Finan87
Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||||
Cash and cash equivalents | $ 185,488 | $ 161,020 | $ 56,772 | $ 101,905 |
Accounts and notes receivable, net | 606,084 | 587,935 | ||
Merchandise inventories | 916,311 | 940,775 | ||
Other current assets | 254,156 | 284,970 | ||
Total current assets | 1,962,039 | 1,974,700 | ||
Property and equipment, net | 191,718 | 208,930 | ||
Goodwill, net | 414,936 | 419,619 | ||
Intangible assets, net | 82,511 | 95,250 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investments in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 66,548 | 75,277 | ||
Total assets | 2,717,752 | 2,773,776 | ||
Current liabilities | ||||
Accounts payable | 750,750 | 710,609 | ||
Accrued payroll and related liabilities | 45,051 | 45,907 | ||
Other current liabilities | 238,837 | 307,073 | ||
Total current liabilities | 1,034,638 | 1,063,589 | ||
Long-term debt, excluding current portion | 564,583 | 568,495 | ||
Due to O&M and subsidiaries | 0 | 0 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 90,383 | 86,326 | ||
Other liabilities | 68,110 | 62,776 | ||
Total liabilities | 1,757,714 | 1,781,186 | ||
Equity | ||||
Common stock | 122,062 | 125,606 | ||
Paid-in capital | 219,955 | 211,943 | ||
Retained earnings (deficit) | 685,504 | 706,866 | ||
Accumulated other comprehensive income (loss) | (67,483) | (51,825) | (24,001) | 9,568 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 960,038 | 992,590 | 990,838 | 1,025,043 |
Total liabilities and equity | 2,717,752 | 2,773,776 | ||
Owens & Minor, Inc. | ||||
Current assets | ||||
Cash and cash equivalents | 38,015 | 103,284 | 22,013 | 74,391 |
Accounts and notes receivable, net | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Other current assets | 106 | 104 | ||
Total current assets | 38,121 | 103,388 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investments in consolidated subsidiaries | 2,044,963 | 1,967,176 | ||
Other assets, net | 0 | 0 | ||
Total assets | 2,083,084 | 2,070,564 | ||
Current liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other current liabilities | 7,106 | 6,924 | ||
Total current liabilities | 7,106 | 6,924 | ||
Long-term debt, excluding current portion | 544,838 | 543,982 | ||
Due to O&M and subsidiaries | 571,102 | 527,068 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | 1,123,046 | 1,077,974 | ||
Equity | ||||
Common stock | 122,062 | 125,606 | ||
Paid-in capital | 219,955 | 211,943 | ||
Retained earnings (deficit) | 685,504 | 706,866 | ||
Accumulated other comprehensive income (loss) | (67,483) | (51,825) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 960,038 | 992,590 | ||
Total liabilities and equity | 2,083,084 | 2,070,564 | ||
Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 61,266 | 5,614 | 3,912 | 2,012 |
Accounts and notes receivable, net | 526,170 | 507,673 | ||
Merchandise inventories | 856,566 | 883,232 | ||
Other current assets | 86,907 | 72,683 | ||
Total current assets | 1,530,909 | 1,469,202 | ||
Property and equipment, net | 97,725 | 103,219 | ||
Goodwill, net | 180,006 | 180,006 | ||
Intangible assets, net | 11,655 | 13,731 | ||
Due from O&M and subsidiaries | 573,395 | 518,473 | ||
Advances to and investments in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 49,887 | 57,409 | ||
Total assets | 2,443,577 | 2,342,040 | ||
Current liabilities | ||||
Accounts payable | 683,189 | 662,909 | ||
Accrued payroll and related liabilities | 32,814 | 32,094 | ||
Other current liabilities | 93,327 | 109,137 | ||
Total current liabilities | 809,330 | 804,140 | ||
Long-term debt, excluding current portion | 3,219 | 4,527 | ||
Due to O&M and subsidiaries | 0 | 0 | ||
Intercompany debt | 138,890 | 138,890 | ||
Deferred income taxes | 70,280 | 67,562 | ||
Other liabilities | 60,578 | 57,573 | ||
Total liabilities | 1,082,297 | 1,072,692 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 174,614 | 174,612 | ||
Retained earnings (deficit) | 1,196,341 | 1,104,787 | ||
Accumulated other comprehensive income (loss) | (9,675) | (10,051) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,361,280 | 1,269,348 | ||
Total liabilities and equity | 2,443,577 | 2,342,040 | ||
Non-Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 86,207 | 52,122 | 30,847 | 25,502 |
Accounts and notes receivable, net | 90,016 | 89,895 | ||
Merchandise inventories | 61,505 | 59,930 | ||
Other current assets | 167,143 | 212,183 | ||
Total current assets | 404,871 | 414,130 | ||
Property and equipment, net | 93,993 | 105,711 | ||
Goodwill, net | 234,930 | 239,613 | ||
Intangible assets, net | 70,856 | 81,519 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investments in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 16,661 | 17,868 | ||
Total assets | 821,311 | 858,841 | ||
Current liabilities | ||||
Accounts payable | 75,512 | 56,073 | ||
Accrued payroll and related liabilities | 12,237 | 13,813 | ||
Other current liabilities | 138,404 | 191,012 | ||
Total current liabilities | 226,153 | 260,898 | ||
Long-term debt, excluding current portion | 16,526 | 19,986 | ||
Due to O&M and subsidiaries | 48,044 | 70,089 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 20,103 | 18,764 | ||
Other liabilities | 7,532 | 5,203 | ||
Total liabilities | 318,358 | 374,940 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 583,872 | 583,873 | ||
Retained earnings (deficit) | (42,032) | (58,648) | ||
Accumulated other comprehensive income (loss) | (38,887) | (41,324) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 502,953 | 483,901 | ||
Total liabilities and equity | 821,311 | 858,841 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts and notes receivable, net | (10,102) | (9,633) | ||
Merchandise inventories | (1,760) | (2,387) | ||
Other current assets | 0 | 0 | ||
Total current assets | (11,862) | (12,020) | ||
Property and equipment, net | 0 | 0 | ||
Goodwill, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from O&M and subsidiaries | (573,395) | (518,473) | ||
Advances to and investments in consolidated subsidiaries | (2,044,963) | (1,967,176) | ||
Other assets, net | 0 | 0 | ||
Total assets | (2,630,220) | (2,497,669) | ||
Current liabilities | ||||
Accounts payable | (7,951) | (8,373) | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (7,951) | (8,373) | ||
Long-term debt, excluding current portion | 0 | 0 | ||
Due to O&M and subsidiaries | (619,146) | (597,157) | ||
Intercompany debt | (138,890) | (138,890) | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | (765,987) | (744,420) | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | (758,486) | (758,485) | ||
Retained earnings (deficit) | (1,154,309) | (1,046,139) | ||
Accumulated other comprehensive income (loss) | 48,562 | 51,375 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,864,233) | (1,753,249) | ||
Total liabilities and equity | $ (2,630,220) | $ (2,497,669) |
Condensed Consolidating Finan88
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Cash Flows) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | $ 108,787 | $ 103,409 | $ 66,503 |
Adjustments to reconcile net income to cash (used for) provided by operating activities: | |||
Equity in earnings of subsidiaries | 0 | 0 | 0 |
Depreciation and amortization | 55,393 | 65,982 | 63,407 |
Loss on early retirement of debt | 0 | 0 | 14,890 |
Share-based compensation expense | 12,042 | 11,306 | 8,207 |
Provision for losses on accounts and notes receivable | 377 | (24) | 448 |
Deferred income tax (benefit) expense | 4,218 | (6,101) | (3,385) |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable | (25,244) | 18,333 | (17,803) |
Merchandise inventories | 22,589 | (69,727) | (57,329) |
Accounts payable | 43,430 | 114,011 | (52,148) |
Net change in other assets and liabilities | (37,559) | 30,177 | (25,828) |
Other, net | 2,901 | 2,231 | (723) |
Cash provided by (used for) operating activities | 186,934 | 269,597 | (3,761) |
Investing activities: | |||
Acquisitions, net of cash acquired | 0 | 0 | (248,536) |
Additions to computer software and intangible assets | (9,819) | (16,085) | (22,384) |
Additions to property and equipment | (20,302) | (20,531) | (48,424) |
Proceeds from the sale of investments | 0 | 0 | 1,937 |
Proceeds from sale of property and equipment | 5,375 | 143 | 156 |
Net Cash Provided by (Used in) Investing Activities | (24,746) | (36,473) | (317,251) |
Financing activities: | |||
Proceeds from issuance of debt | 0 | 0 | 547,693 |
Proceeds from (repayment of) revolving credit facility | 0 | (33,700) | 33,700 |
Repayment of debt | 0 | 0 | (217,352) |
Change in intercompany advances | 0 | 0 | 0 |
Cash dividends paid | (63,382) | (63,651) | (63,104) |
Repurchases of common stock | (71,028) | (20,000) | (9,934) |
Financing costs paid | 0 | 0 | (5,391) |
Excess tax benefits related to share-based compensation | 761 | 646 | 582 |
Proceeds from exercise of stock options | 0 | 0 | 1,180 |
Purchase of NCI | 0 | 0 | (1,500) |
Other, net | (8,294) | (7,528) | (7,314) |
Cash provided by (used for) financing activities | (141,943) | (124,233) | 278,560 |
Effect of exchange rate changes on cash and cash equivalents | 4,223 | (4,643) | (2,681) |
Net increase (decrease) in cash and cash equivalents | 24,468 | 104,248 | (45,133) |
Cash and cash equivalents at beginning of year | 161,020 | 56,772 | 101,905 |
Cash and cash equivalents at end of year | 185,488 | 161,020 | 56,772 |
Owens & Minor, Inc. | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 108,787 | 103,409 | 66,503 |
Adjustments to reconcile net income to cash (used for) provided by operating activities: | |||
Equity in earnings of subsidiaries | (138,815) | (122,258) | (96,384) |
Depreciation and amortization | 0 | 0 | 2 |
Loss on early retirement of debt | 14,890 | ||
Share-based compensation expense | 0 | 0 | 0 |
Provision for losses on accounts and notes receivable | 0 | 0 | 0 |
Deferred income tax (benefit) expense | 0 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable | 0 | 0 | 0 |
Merchandise inventories | 0 | 0 | 0 |
Accounts payable | 0 | 0 | 0 |
Net change in other assets and liabilities | 180 | 666 | (455) |
Other, net | 854 | 855 | (1,161) |
Cash provided by (used for) operating activities | (28,994) | (17,328) | (16,605) |
Investing activities: | |||
Acquisitions, net of cash acquired | 0 | ||
Additions to computer software and intangible assets | 0 | 0 | 0 |
Additions to property and equipment | 0 | 0 | 0 |
Proceeds from the sale of investments | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | 0 |
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 |
Financing activities: | |||
Proceeds from issuance of debt | 547,693 | ||
Proceeds from (repayment of) revolving credit facility | 0 | 0 | |
Repayment of debt | (217,352) | ||
Change in intercompany advances | 101,424 | 183,688 | (287,275) |
Cash dividends paid | (63,382) | (63,651) | (63,104) |
Repurchases of common stock | (71,028) | (20,000) | (9,934) |
Financing costs paid | (4,780) | ||
Excess tax benefits related to share-based compensation | 761 | 646 | 582 |
Proceeds from exercise of stock options | 1,180 | ||
Purchase of NCI | 0 | ||
Other, net | (4,050) | (2,084) | (2,783) |
Cash provided by (used for) financing activities | (36,275) | 98,599 | (35,773) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (65,269) | 81,271 | (52,378) |
Cash and cash equivalents at beginning of year | 103,284 | 22,013 | 74,391 |
Cash and cash equivalents at end of year | 38,015 | 103,284 | 22,013 |
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 121,554 | 112,408 | 127,164 |
Adjustments to reconcile net income to cash (used for) provided by operating activities: | |||
Equity in earnings of subsidiaries | 0 | 0 | 0 |
Depreciation and amortization | 29,589 | 34,497 | 35,879 |
Loss on early retirement of debt | 0 | ||
Share-based compensation expense | 12,042 | 11,306 | 8,369 |
Provision for losses on accounts and notes receivable | 84 | 202 | (36) |
Deferred income tax (benefit) expense | 6,245 | (5,267) | 1,292 |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable | (18,581) | 12,076 | (24,440) |
Merchandise inventories | 26,666 | (66,317) | (65,916) |
Accounts payable | 20,280 | 95,624 | (28,580) |
Net change in other assets and liabilities | (26,397) | 61,454 | (12,341) |
Other, net | 999 | 920 | (9) |
Cash provided by (used for) operating activities | 172,481 | 256,903 | 41,382 |
Investing activities: | |||
Acquisitions, net of cash acquired | 0 | ||
Additions to computer software and intangible assets | (4,004) | (13,688) | (18,054) |
Additions to property and equipment | (10,329) | (3,621) | (34,475) |
Proceeds from the sale of investments | 1,937 | ||
Proceeds from sale of property and equipment | 125 | 87 | 156 |
Net Cash Provided by (Used in) Investing Activities | (14,208) | (17,222) | (50,436) |
Financing activities: | |||
Proceeds from issuance of debt | 0 | ||
Proceeds from (repayment of) revolving credit facility | (33,700) | 33,700 | |
Repayment of debt | 0 | ||
Change in intercompany advances | (100,308) | (201,851) | (21,106) |
Cash dividends paid | 0 | 0 | 0 |
Repurchases of common stock | 0 | 0 | 0 |
Financing costs paid | (611) | ||
Excess tax benefits related to share-based compensation | 0 | 0 | 0 |
Proceeds from exercise of stock options | 0 | ||
Purchase of NCI | 0 | ||
Other, net | (2,313) | (2,428) | (1,029) |
Cash provided by (used for) financing activities | (102,621) | (237,979) | 10,954 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 55,652 | 1,702 | 1,900 |
Cash and cash equivalents at beginning of year | 5,614 | 3,912 | 2,012 |
Cash and cash equivalents at end of year | 61,266 | 5,614 | 3,912 |
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 16,616 | 7,831 | (27,725) |
Adjustments to reconcile net income to cash (used for) provided by operating activities: | |||
Equity in earnings of subsidiaries | 0 | 0 | 0 |
Depreciation and amortization | 25,804 | 31,485 | 27,526 |
Loss on early retirement of debt | 0 | ||
Share-based compensation expense | 0 | 0 | (162) |
Provision for losses on accounts and notes receivable | 293 | (226) | 484 |
Deferred income tax (benefit) expense | (2,027) | (834) | (4,677) |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable | (6,358) | (27,274) | 6,185 |
Merchandise inventories | (3,449) | (1,277) | 8,308 |
Accounts payable | 22,862 | 13,418 | (24,613) |
Net change in other assets and liabilities | (11,342) | 6,443 | (14,311) |
Other, net | 1,048 | 456 | 447 |
Cash provided by (used for) operating activities | 43,447 | 30,022 | (28,538) |
Investing activities: | |||
Acquisitions, net of cash acquired | (248,536) | ||
Additions to computer software and intangible assets | (5,815) | (2,397) | (4,330) |
Additions to property and equipment | (9,973) | (16,910) | (13,949) |
Proceeds from the sale of investments | 0 | ||
Proceeds from sale of property and equipment | 5,250 | 56 | 0 |
Net Cash Provided by (Used in) Investing Activities | (10,538) | (19,251) | (266,815) |
Financing activities: | |||
Proceeds from issuance of debt | 0 | ||
Proceeds from (repayment of) revolving credit facility | 0 | 0 | |
Repayment of debt | 0 | ||
Change in intercompany advances | (1,116) | 18,163 | 308,381 |
Cash dividends paid | 0 | 0 | 0 |
Repurchases of common stock | 0 | 0 | 0 |
Financing costs paid | 0 | ||
Excess tax benefits related to share-based compensation | 0 | 0 | 0 |
Proceeds from exercise of stock options | 0 | ||
Purchase of NCI | (1,500) | ||
Other, net | (1,931) | (3,016) | (3,502) |
Cash provided by (used for) financing activities | (3,047) | 15,147 | 303,379 |
Effect of exchange rate changes on cash and cash equivalents | 4,223 | (4,643) | (2,681) |
Net increase (decrease) in cash and cash equivalents | 34,085 | 21,275 | 5,345 |
Cash and cash equivalents at beginning of year | 52,122 | 30,847 | 25,502 |
Cash and cash equivalents at end of year | 86,207 | 52,122 | 30,847 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | (138,170) | (120,239) | (99,439) |
Adjustments to reconcile net income to cash (used for) provided by operating activities: | |||
Equity in earnings of subsidiaries | 138,815 | 122,258 | 96,384 |
Depreciation and amortization | 0 | 0 | 0 |
Loss on early retirement of debt | 0 | ||
Share-based compensation expense | 0 | 0 | 0 |
Provision for losses on accounts and notes receivable | 0 | 0 | 0 |
Deferred income tax (benefit) expense | 0 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable | (305) | 33,531 | 452 |
Merchandise inventories | (628) | (2,133) | 279 |
Accounts payable | 288 | 4,969 | 1,045 |
Net change in other assets and liabilities | 0 | (38,386) | 1,279 |
Other, net | 0 | 0 | 0 |
Cash provided by (used for) operating activities | 0 | 0 | 0 |
Investing activities: | |||
Acquisitions, net of cash acquired | 0 | ||
Additions to computer software and intangible assets | 0 | 0 | 0 |
Additions to property and equipment | 0 | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 | 0 |
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 |
Financing activities: | |||
Proceeds from issuance of debt | 0 | ||
Proceeds from (repayment of) revolving credit facility | 0 | 0 | |
Repayment of debt | 0 | ||
Change in intercompany advances | 0 | 0 | 0 |
Cash dividends paid | 0 | 0 | 0 |
Repurchases of common stock | 0 | 0 | 0 |
Financing costs paid | 0 | ||
Excess tax benefits related to share-based compensation | 0 | 0 | 0 |
Proceeds from exercise of stock options | 0 | ||
Purchase of NCI | 0 | ||
Other, net | 0 | 0 | 0 |
Cash provided by (used for) financing activities | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of year | 0 | 0 | 0 |
Cash and cash equivalents at end of year | $ 0 | $ 0 | $ 0 |