Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
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-Q | |
Document Period End Date | Mar. 31, 2018 | |
Trading Symbol | OMI | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 61,791,911 |
Consolidated Statements of Inco
Consolidated Statements of Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 2,372,579 | $ 2,328,573 |
Cost of goods sold | 2,047,892 | 2,047,393 |
Gross margin | 324,687 | 281,180 |
Distribution, selling and administrative expenses | 284,361 | 237,693 |
Acquisition-related and exit and realignment charges | 14,760 | 8,942 |
Other operating (income) expense, net | 1,349 | (972) |
Operating income | 24,217 | 35,517 |
Interest expense, net | 10,253 | 6,744 |
Income before income taxes | 13,964 | 28,773 |
Income tax provision | 5,813 | 9,988 |
Net income | $ 8,151 | $ 18,785 |
Net income per common share: | ||
Basic and diluted (in usd per share) | $ 0.13 | $ 0.31 |
Cash dividends per common share (in USD per share) | $ 0.26 | $ 0.2575 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 8,151 | $ 18,785 |
Other comprehensive income, net of tax: | ||
Currency translation adjustments (net of income tax of $0 in 2018 and 2017) | 8,921 | 5,492 |
Change in unrecognized net periodic pension costs (net of income tax of $142 in 2018 and $226 in 2017) | 380 | 236 |
Other (net of income tax of $0 in 2018 and 2017) | 6 | 110 |
Total other comprehensive income, net of tax | 9,307 | 5,838 |
Comprehensive income | $ 17,458 | $ 24,623 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax benefit | 142 | 226 |
Other, income tax expense | $ 0 | $ 0 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 87,632 | $ 104,522 |
Accounts receivable, net of allowances of $17,925 and $16,280 | 778,155 | 758,936 |
Merchandise inventories | 1,021,711 | 990,193 |
Other current assets | 300,275 | 328,254 |
Total current assets | 2,187,773 | 2,181,905 |
Property and equipment, net of accumulated depreciation of $248,482 and $239,581 | 207,042 | 206,490 |
Goodwill, net | 715,445 | 713,811 |
Intangible assets, net | 178,880 | 184,468 |
Other assets, net | 102,414 | 89,619 |
Total assets | 3,391,554 | 3,376,293 |
Current liabilities | ||
Accounts payable | 958,270 | 947,572 |
Accrued payroll and related liabilities | 30,480 | 30,416 |
Other current liabilities | 337,230 | 331,745 |
Total current liabilities | 1,325,980 | 1,309,733 |
Long-term debt, excluding current portion | 897,071 | 900,744 |
Deferred income taxes | 73,180 | 74,247 |
Other liabilities | 76,405 | 76,090 |
Total liabilities | 2,372,636 | 2,360,814 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 61,812 shares and 61,476 shares | 123,624 | 122,952 |
Paid-in capital | 228,273 | 226,937 |
Retained earnings | 682,798 | 690,674 |
Accumulated other comprehensive loss | (15,777) | (25,084) |
Total equity | 1,018,918 | 1,015,479 |
Total liabilities and equity | $ 3,391,554 | $ 3,376,293 |
Consolidated Balance Sheets (u6
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts and notes receivable, allowances | $ 17,925 | $ 16,280 |
Property and equipment, accumulated depreciation | $ 248,482 | $ 239,581 |
Common stock, par value (in USD per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, issued (shares) | 61,812,000 | 61,476,000 |
Common stock, outstanding (shares) | 61,812,000 | 61,476,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net income (loss) | $ 8,151 | $ 18,785 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Depreciation and amortization | 17,911 | 12,558 |
Share-based compensation expense | 3,035 | 2,511 |
Provision for losses on accounts receivable | 1,073 | (603) |
Deferred income tax expense (benefit) | (1,482) | (825) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (18,519) | 1,554 |
Merchandise inventories | (30,556) | (32,777) |
Accounts payable | 9,478 | (7,341) |
Net change in other assets and liabilities | 28,904 | (24,965) |
Other, net | 278 | 4,743 |
Cash provided by (used for) operating activities | 18,273 | (26,360) |
Investing activities: | ||
Additions to property and equipment | (7,074) | (10,146) |
Additions to computer software and intangible assets | (7,086) | (4,622) |
Proceeds from sale of property and equipment | 0 | 315 |
Cash used for investing activities | (14,160) | (14,453) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | (300) | 0 |
Repayments of debt | (3,125) | 0 |
Cash dividends paid | (16,074) | (15,740) |
Other, net | (2,304) | (2,759) |
Cash used for financing activities | (21,803) | (18,499) |
Effect of exchange rate changes on cash and cash equivalents | 800 | 991 |
Net increase (decrease) in cash and cash equivalents | (16,890) | (58,321) |
Cash and cash equivalents at beginning of period | 104,522 | 185,488 |
Cash and cash equivalents at end of period | 87,632 | 127,167 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid, net | 1,197 | 2,825 |
Interest paid | $ 9,661 | $ 6,183 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Dec. 31, 2016 | 61,031 | ||||
Beginning Balance at Dec. 31, 2016 | $ 960,038 | $ 122,062 | $ 219,955 | $ 685,504 | $ (67,483) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 18,785 | 18,785 | |||
Other comprehensive income (loss) | 5,838 | 5,838 | |||
Dividends declared | (15,698) | (15,698) | |||
Share-based compensation expense, exercises and other (in shares) | 171 | ||||
Share-based compensation expense, exercises and other | 994 | $ 341 | 653 | ||
Ending Balance (in shares) at Mar. 31, 2017 | 61,202 | ||||
Ending Balance at Mar. 31, 2017 | $ 969,957 | $ 122,403 | 220,608 | 688,591 | (61,645) |
Beginning Balance (in shares) at Dec. 31, 2017 | 61,476 | 61,476 | |||
Beginning Balance at Dec. 31, 2017 | $ 1,015,479 | $ 122,952 | 226,937 | 690,674 | (25,084) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 8,151 | 8,151 | |||
Other comprehensive income (loss) | 9,307 | 9,307 | |||
Dividends declared | (16,027) | (16,027) | |||
Share-based compensation expense, exercises and other (in shares) | 336 | ||||
Share-based compensation expense, exercises and other | $ 2,008 | $ 672 | 1,336 | ||
Ending Balance (in shares) at Mar. 31, 2018 | 61,812 | 61,812 | |||
Ending Balance at Mar. 31, 2018 | $ 1,018,918 | $ 123,624 | $ 228,273 | $ 682,798 | $ (15,777) |
Consolidated Statements of Cha9
Consolidated Statements of Changes in Equity (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared, per share (in USD per share) | $ 0.26 | $ 0.2575 | |
Common stock, par value (in USD per share) | $ 2 | $ 2 | $ 2 |
Basis of Presentation and Use o
Basis of Presentation and Use of Estimates | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Recently, 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 two distinct business units: Global Solutions and Global Products. Global Solutions (previously Domestic and International) is our U.S. and European distribution, logistics and value-added services business. Global Products (previously Proprietary Products) provides product-related solutions, including surgical and procedural kitting and sourcing. Beginning with the quarter ended March 31, 2018, we now report financial results using this two segment structure and have recast prior year segment results on the same basis. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. Revenue Recognition On January 1, 2018, we adopted ASC 606 Revenue from Contracts with Customers , which establishes principles for recognizing revenue and reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We applied the guidance using the modified retrospective transition method. The adoption of this guidance had no impact on the amount and timing of revenue recognized, therefore, no adjustments were recorded to our consolidated financial statements upon adoption. Our revenue is primarily generated from sales contracts with customers. Under most of our distribution arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt. Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, 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. Our contracts sometimes allow for forms of variable consideration including rebates, incentives and performance guarantees. In these cases, we estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer. Rebates and customer incentives are estimated based on contractual terms or historical experience and we maintain a liability for rebates or incentives that have been earned but are unpaid. The amount accrued for rebates and incentives due to customers was $14.8 million at March 31, 2018 and $13.0 million at December 31, 2017. 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, 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. The amount deferred under these arrangements is not material. For our direct to patient and home health agency sales, revenues are recorded based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under Medicare and Medicaid programs), managed care health plans and commercial insurance companies. Estimates of contractual allowances are based upon historical collection rates for the related payor agreements. The estimated reimbursement amounts are made on a payor-specific basis and are recorded based on the best information available regarding management’s interpretation of the applicable laws, regulations and reimbursement terms. In most cases, we record revenue gross, as we are the primary obligor in the arrangement and we obtain control of the products before they are transferred to the customer. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory 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. See Note 13 for disaggregation of revenue by segment and geography as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The carrying amounts of cash and cash equivalents, accounts receivable, financing receivables, accounts payable and financing payables included in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. 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). We determine the fair value of our derivatives, if any, based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies. See Note 8 for the fair value of long-term debt. |
Acquisitions (Notes)
Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On August 1, 2017, we completed the acquisition of Byram Healthcare, a leading domestic distributor of reimbursable medical supplies sold directly to patients and home health agencies. The consideration was $367 million , net of cash acquired, which is subject to final working capital adjustments with the seller. The purchase price was allocated on a preliminary basis to the underlying assets acquired and liabilities assumed based upon our current estimate of their fair values at the date of acquisition. The purchase price exceeded the preliminary estimated fair value of the net tangible and identifiable intangible assets by $289 million which was allocated to goodwill. The following table presents the preliminary estimated fair value of the assets acquired and liabilities assumed recognized as of the acquisition date. The fair value of intangibles from this acquisition was primarily determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs. The allocation of purchase price to assets and liabilities acquired is not yet complete, as final working capital adjustments with the seller are still pending. Preliminary Fair Value (1) Differences Between Prior and the Current Periods Preliminary Fair Value Estimate Preliminary Fair Value Currently Estimated as of Acquisition Date Assets acquired: Current assets $ 61,986 $ — $ 61,986 Goodwill 288,691 — 288,691 Intangible assets 115,000 — 115,000 Other noncurrent assets 5,069 — 5,069 Total assets 470,746 — 470,746 Liabilities assumed: Current liabilities 72,962 — 72,962 Noncurrent liabilities 31,215 — 31,215 Total liabilities 104,177 — 104,177 Fair value of net assets acquired, net of cash $ 366,569 $ — $ 366,569 (1) As previously reported in our 2017 Form 10-K. We are amortizing the preliminary fair value of acquired intangible assets, primarily chronic customer relationships and a trade name, over their weighted average useful lives of three to 10 years. Goodwill of $289 million , which we assigned to our Global Solutions segment, consists largely of expected opportunities to expand into the non-acute market with direct to patient distribution capabilities. None of the goodwill recognized is expected to be deductible for income tax purposes. Pro forma results of operations for Byram has not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. Acquisition-related expenses in the current quarter consist primarily of transition and transaction costs for the Halyard S&IP transaction (See Note 16) as well as Byram and in first quarter of 2017 consist primarily of transaction costs for Byram. We recognized pre-tax acquisition-related expenses of $12.1 million in 2018 and $1.3 million related to these activities in 2017. |
Financing Receivables and Payab
Financing Receivables and Payables | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Financing Receivables and Payables | Financing Receivables and Payables At March 31, 2018 and December 31, 2017 , we had financing receivables of $170.5 million and $192.1 million and related payables of $106.7 million and $124.9 million outstanding under our order-to-cash program and product financing arrangements, which were included in other current assets and other current liabilities, respectively, in the consolidated balance sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In connection with our new segment structure, goodwill is now reported as part of Global Solutions or Global Products. There was no change to our underlying reporting units as part of this segment change and therefore no reallocation of goodwill. The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2018 : Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2017 $ 495,860 $ 217,951 $ 713,811 Currency translation adjustments 1,070 564 1,634 Carrying amount of goodwill, March 31, 2018 $ 496,930 $ 218,515 $ 715,445 Intangible assets at March 31, 2018 , and December 31, 2017 , were as follows: March 31, 2018 December 31, 2017 Customer Relationships Other Intangibles Customer Other Gross intangible assets $ 200,574 $ 43,683 $ 199,265 $ 43,537 Accumulated amortization (60,641 ) (4,736 ) (54,757 ) (3,577 ) Net intangible assets $ 139,933 $ 38,947 $ 144,508 $ 39,960 At March 31, 2018 , $122.8 million in net intangible assets were held in the Global Solutions segment and $56.1 million were held in the Global Products segment. Amortization expense for intangible assets was $6.4 million and $2.3 million for the three months ended March 31, 2018 and 2017 . Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $19.2 million for the remainder of 2018 , $25.6 million for 2019 , $24.6 million for 2020 , $22.9 million for 2021 , $22.1 million for 2022 and $21.1 million for 2023. |
Exit and Realignment Costs
Exit and Realignment Costs | 3 Months Ended |
Mar. 31, 2018 | |
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 three months ended March 31, 2018 and 2017 were as follows: Three Months Ended March 31, 2018 2017 Global Solutions segment $ 2,708 $ 7,132 Global Products segment (29 ) 463 Total exit and realignment charges $ 2,679 $ 7,595 The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2018 and 2017 : Lease Obligations Severance and Other Total Accrued exit and realignment costs, December 31, 2017 $ — $ 11,972 $ 11,972 Provision for exit and realignment activities — 2,295 2,295 Change in estimate — (23 ) (23 ) Cash payments — (6,479 ) (6,479 ) Accrued exit and realignment costs, March 31, 2018 $ — $ 7,765 $ 7,765 Accrued exit and realignment costs, December 31, 2016 $ — $ 2,238 $ 2,238 Provision for exit and realignment activities — 3,211 3,211 Change in estimate — (304 ) (304 ) Cash payments — (3,034 ) (3,034 ) Accrued exit and realignment costs, March 31, 2017 $ — $ 2,111 $ 2,111 In addition to the exit and realignment accruals in the preceding table, we also incurred $0.4 million in costs that were expensed as incurred for the quarter ended March 31, 2018, including $0.2 million in information system restructuring costs and $0.2 million in other costs. We also incurred $4.7 million of costs that were expensed as incurred for the quarter ended March 31, 2017, including $4.5 million in asset write-downs and $0.2 million in other costs. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain officers and other key employees in the United States. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective employees. The components of net periodic benefit cost, which are included in distribution, selling and administrative expenses, for the three months ended March 31, 2018 and 2017 , were as follows: Three Months Ended 2018 2017 Service cost $ 19 $ 12 Interest cost 419 474 Recognized net actuarial loss 522 462 Net periodic benefit cost $ 960 $ 948 Certain of our foreign subsidiaries have health and welfare plans covering substantially all of their respective employees. Our expense for these plans totaled $0.5 million and $0.4 million for the three months ended March 31, 2018 and 2017 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt We have $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”), with interest payable semi-annually. 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% . 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. As of March 31, 2018 and December 31, 2017, the estimated fair value of the 2021 Notes was $272.7 million and $278.1 million and the estimated fair value of the 2024 Notes was $271.2 million and $277.9 million , respectively. We have a Credit Agreement with a borrowing capacity of $600 million and a $250 million term loan. We make principal payments under the term loan on a quarterly basis with the remaining outstanding principal due in July 2022. The revolving credit facility matures in July 2022. Under the 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 Credit Agreement, which is subject to adjustment quarterly, is based on the Eurocurrency Rate, 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 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 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 Credit Spread, the interest rate under the credit facility at March 31, 2018 is Eurocurrency Rate plus 1.5% . At March 31, 2018, we had borrowings of $104.3 million under the revolver and letters of credit of approximately $6.8 million outstanding under the Credit Agreement, leaving $488.9 million available for borrowing. We also had a letter of credit outstanding for $1.3 million as of March 31, 2018 and December 31, 2017, which supports our facilities leased in Europe. Scheduled future principal payments of debt are $12.5 million in 2018, $12.5 million in 2019, $14.1 million in 2020, $295.3 million in 2021, $291.8 million in 2022, and $275.0 million thereafter. The 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 March 31, 2018. In connection with the Halyard S&IP acquisition, we have amended our Credit Agreement. See Note 16 for further information. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 41.6% for the three months ended March 31, 2018 , compared to 34.7% in the same quarter of 2017 . The increase in the rate resulted from losses in jurisdictions with full valuation allowances and additional income tax expense associated with the vesting of restricted stock. The liability for unrecognized tax benefits was $13.9 million at March 31, 2018 and $13.6 million at December 31, 2017 . Included in the liability at March 31, 2018 were $5.1 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. On December 22, 2017, the President signed the Tax Cuts and Jobs Act (the Act). While we substantially completed our analysis of the Act as of December 31, 2017, the amounts recorded for the Act remain provisional for the transition tax, the remeasurement of deferred taxes, our reassessment of permanently reinvested earnings, uncertain tax positions and valuation allowances. These estimates may be impacted by further analysis and future clarification and guidance regarding available tax accounting methods and elections, earnings and profits computations, state tax conformity to federal tax changes and the impact of the global intangible low-taxed Income (GILTI) provisions. We included an estimate of the current GILTI impact in our tax provision for 2018, however, we have not yet determined our policy election with respect to whether such taxes are recorded as a current period expense when incurred or whether such amounts should be factored into a company’s measurement of its deferred taxes. |
Net Income per Common Share
Net Income per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common Share The following summarizes the calculation of net income per common share attributable to common shareholders for the three months ended March 31, 2018 and 2017 . Three Months Ended (in thousands, except per share data) 2018 2017 Numerator: Net income $ 8,151 $ 18,785 Less: income allocated to unvested restricted shares (323 ) (239 ) Net income attributable to common shareholders - basic 7,828 18,546 Add: undistributed income attributable to unvested restricted shares - basic — 23 Less: undistributed income attributable to unvested restricted shares - diluted — (23 ) Net income attributable to common shareholders - diluted $ 7,828 $ 18,546 Denominator: Weighted average shares outstanding - basic and diluted 59,969 60,013 Net income per share attributable to common shareholders: Basic and diluted $ 0.13 $ 0.31 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Our Board of Directors has 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 December 2019. 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. We did not repurchase any shares during the three months ended March 31, 2018. As of March 31, 2018 , we have approximately $94.0 million remaining under the repurchase program. We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following table shows the changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2018 and 2017 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2017 $ (12,066 ) $ (13,185 ) $ 167 $ (25,084 ) Other comprehensive income (loss) before reclassifications — 8,921 6 8,927 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 8,921 6 8,927 Amounts reclassified from accumulated other comprehensive income (loss) 522 — — 522 Income tax (142 ) — — (142 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 380 — — 380 Other comprehensive income (loss) 380 8,921 6 9,307 Accumulated other comprehensive income (loss), March 31, 2018 $ (11,686 ) $ (4,264 ) $ 173 $ (15,777 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Other comprehensive income (loss) before reclassifications — 5,492 110 5,602 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 5,492 110 5,602 Amounts reclassified from accumulated other comprehensive income (loss) 462 — 462 Income tax (226 ) — — (226 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 236 — — 236 Other comprehensive income (loss) 236 5,492 110 5,838 Accumulated other comprehensive income (loss), March 31, 2017 $ (10,973 ) $ (50,753 ) $ 81 $ (61,645 ) 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 distribution, selling and administrative expenses. For both the three months ended March 31, 2018 and 2017 , we reclassified $0.5 million of actuarial net losses. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
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 two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States and European distribution, logistics and value-added services business. Global Products provides product-related solutions, including surgical and procedural kitting and sourcing. The Halyard S&IP business, acquired on April 30, 2018, will be part of Global Products. We evaluate the performance of our segments based on their operating income 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: Three Months Ended March 31, 2018 2017 Net revenue: Segment net revenue Global Solutions $ 2,341,122 $ 2,288,955 Global Products 121,287 137,153 Total segment net revenue 2,462,409 2,426,108 Inter-segment revenue Global Products (89,830 ) (97,535 ) Total inter-segment revenue (89,830 ) (97,535 ) Consolidated net revenue $ 2,372,579 $ 2,328,573 Operating income (loss): Global Solutions $ 31,625 $ 37,951 Global Products 9,811 8,128 Inter-segment eliminations (242 ) (698 ) Acquisition-related and exit and realignment charges (14,760 ) (8,942 ) Other (1) (2,217 ) (922 ) Consolidated operating income $ 24,217 $ 35,517 Depreciation and amortization: Global Solutions $ 15,781 $ 10,664 Global Products 2,130 1,894 Consolidated depreciation and amortization $ 17,911 $ 12,558 Capital expenditures: Global Solutions $ 13,602 $ 13,840 Global Products 558 928 Consolidated capital expenditures $ 14,160 $ 14,768 (1) Software as a Service (SaaS) implementation costs associated with significant global IT platforms in connection with the redesign of our global information system strategy. March 31, 2018 December 31, 2017 Total assets: Global Solutions $ 2,900,618 $ 2,870,999 Global Products 403,304 400,772 Segment assets 3,303,922 3,271,771 Cash and cash equivalents 87,632 104,522 Consolidated total assets $ 3,391,554 $ 3,376,293 The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended March 31, 2018 2017 Net revenue: United States $ 2,252,634 $ 2,220,649 Outside of the United States 119,945 107,924 Consolidated net revenue $ 2,372,579 $ 2,328,573 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2018 | |
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. Three Months Ended March 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,110,861 $ 301,266 $ (39,548 ) $ 2,372,579 Cost of goods sold — 1,914,637 172,726 (39,471 ) 2,047,892 Gross margin — 196,224 128,540 (77 ) 324,687 Distribution, selling and administrative expenses (179 ) 160,870 123,670 — 284,361 Acquisition-related and exit and realignment charges — 13,228 1,532 — 14,760 Other operating income, net — (583 ) 1,932 — 1,349 Operating income (loss) 179 22,709 1,406 (77 ) 24,217 Interest expense (income), net 6,741 2,022 1,490 — 10,253 Income (loss) before income taxes (6,562 ) 20,687 (84 ) (77 ) 13,964 Income tax (benefit) provision — 4,456 1,357 — 5,813 Equity in earnings of subsidiaries 14,713 2,210 — (16,923 ) — Net income (loss) 8,151 18,441 (1,441 ) (17,000 ) 8,151 Other comprehensive income (loss) 9,307 9,363 8,921 (18,284 ) 9,307 Comprehensive income (loss) $ 17,458 $ 27,804 $ 7,480 $ (35,284 ) $ 17,458 Three Months Ended March 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 2,193,285 $ 186,854 $ (51,566 ) $ 2,328,573 Cost of goods sold — 1,990,186 108,185 (50,978 ) 2,047,393 Gross margin — 203,099 78,669 (588 ) 281,180 Distribution, selling and administrative expenses 156 161,235 76,302 — 237,693 Acquisition-related and exit and realignment charges — 7,799 1,143 — 8,942 Other operating income, net — (374 ) (598 ) — (972 ) Operating income (loss) (156 ) 34,439 1,822 (588 ) 35,517 Interest expense (income), net 6,848 (790 ) 686 — 6,744 Income (loss) before income taxes (7,004 ) 35,229 1,136 (588 ) 28,773 Income tax (benefit) provision — 8,013 1,975 — 9,988 Equity in earnings of subsidiaries 25,789 (1,105 ) — (24,684 ) — Net income (loss) 18,785 26,111 (839 ) (25,272 ) 18,785 Other comprehensive income (loss) 5,838 5,644 5,492 (11,136 ) 5,838 Comprehensive income (loss) $ 24,623 $ 31,755 $ 4,653 $ (36,408 ) $ 24,623 March 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 13,271 $ 1,018 $ 73,343 $ — $ 87,632 Accounts receivable, net — 613,000 172,044 (6,889 ) 778,155 Merchandise inventories — 933,024 90,342 (1,655 ) 1,021,711 Other current assets 25 111,987 188,263 — 300,275 Total current assets 13,296 1,659,029 523,992 (8,544 ) 2,187,773 Property and equipment, net — 108,770 98,272 — 207,042 Goodwill, net — 180,006 535,439 — 715,445 Intangible assets, net — 9,064 169,816 — 178,880 Due from O&M and subsidiaries — 413,109 — (413,109 ) — Advances to and investment in consolidated subsidiaries 2,129,567 566,615 — (2,696,182 ) — Other assets, net — 67,071 35,343 — 102,414 Total assets $ 2,142,863 $ 3,003,664 $ 1,362,862 $ (3,117,835 ) $ 3,391,554 Liabilities and equity Current liabilities Accounts payable $ — $ 841,364 $ 123,814 $ (6,908 ) $ 958,270 Accrued payroll and related liabilities — 14,888 15,592 — 30,480 Other accrued liabilities 5,867 166,738 164,625 — 337,230 Total current liabilities 5,867 1,022,990 304,031 (6,908 ) 1,325,980 Long-term debt, excluding current portion 545,603 337,024 14,444 — 897,071 Due to O&M and subsidiaries 572,475 — 460,381 (1,032,856 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 24,058 49,122 — 73,180 Other liabilities — 66,152 10,253 — 76,405 Total liabilities 1,123,945 1,589,114 838,231 (1,178,654 ) 2,372,636 Equity Common stock 123,624 — — — 123,624 Paid-in capital 228,273 174,614 583,866 (758,480 ) 228,273 Retained earnings (deficit) 682,798 1,254,606 (54,857 ) (1,199,749 ) 682,798 Accumulated other comprehensive income (loss) (15,777 ) (14,670 ) (4,378 ) 19,048 (15,777 ) Total equity 1,018,918 1,414,550 524,631 (1,939,181 ) 1,018,918 Total liabilities and equity $ 2,142,863 $ 3,003,664 $ 1,362,862 $ (3,117,835 ) $ 3,391,554 December 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 13,700 $ 865 $ 89,957 $ — $ 104,522 Accounts receivable, net — 559,269 206,410 (6,743 ) 758,936 Merchandise inventories — 902,190 89,580 (1,577 ) 990,193 Other current assets 100 123,067 205,087 — 328,254 Total current assets 13,800 1,585,391 591,034 (8,320 ) 2,181,905 Property and equipment, net — 107,010 99,480 — 206,490 Goodwill, net — 180,006 533,805 — 713,811 Intangible assets, net — 9,582 174,886 — 184,468 Due from O&M and subsidiaries — 439,654 — (439,654 ) — Advances to and investments in consolidated subsidiaries 2,114,853 558,429 — (2,673,282 ) — Other assets, net — 57,724 31,895 — 89,619 Total assets $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 Liabilities and equity Current liabilities Accounts payable $ — $ 824,307 $ 130,028 $ (6,763 ) $ 947,572 Accrued payroll and related liabilities — 15,504 14,912 — 30,416 Other current liabilities 5,822 140,048 185,875 — 331,745 Total current liabilities 5,822 979,859 330,815 (6,763 ) 1,309,733 Long-term debt, excluding current portion 545,352 340,672 14,720 — 900,744 Due to O&M and subsidiaries 562,000 — 506,703 (1,068,703 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 25,493 48,754 — 74,247 Other liabilities — 66,136 9,954 — 76,090 Total liabilities 1,113,174 1,551,050 910,946 (1,214,356 ) 2,360,814 Equity Common stock 122,952 — — — 122,952 Paid-in capital 226,937 174,614 583,869 (758,483 ) 226,937 Retained earnings (deficit) 690,674 1,236,165 (50,416 ) (1,185,749 ) 690,674 Accumulated other comprehensive income (loss) (25,084 ) (24,033 ) (13,299 ) 37,332 (25,084 ) Total equity 1,015,479 $ 1,386,746 520,154 (1,906,900 ) 1,015,479 Total liabilities and equity $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 Three Months Ended March 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 8,151 $ 18,441 $ (1,441 ) $ (17,000 ) $ 8,151 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (14,713 ) (2,210 ) — 16,923 — Depreciation and amortization — 6,653 11,258 — 17,911 Share-based compensation expense — 3,035 — — 3,035 Provision for losses on accounts receivable — (724 ) 1,797 — 1,073 Deferred income tax expense (benefit) — (1,453 ) (29 ) — (1,482 ) Changes in operating assets and liabilities: Accounts receivable — (53,007 ) 34,341 147 (18,519 ) Merchandise inventories — (30,834 ) 202 76 (30,556 ) Accounts payable — 17,057 (7,439 ) (140 ) 9,478 Net change in other assets and liabilities 121 31,976 (3,187 ) (6 ) 28,904 Other, net 250 132 (104 ) — 278 Cash provided by (used for) operating activities (6,191 ) (10,934 ) 35,398 — 18,273 Investing activities: Additions to property and equipment — (5,847 ) (1,227 ) — (7,074 ) Additions to computer software and intangible assets — (6,078 ) (1,008 ) — (7,086 ) Cash provided by (used for) investing activities — (11,925 ) (2,235 ) — (14,160 ) Financing activities: Borrowing (repayments) under revolving credit facility — (300 ) — — (300 ) Repayment of debt — (3,125 ) — — (3,125 ) Change in intercompany advances 22,949 26,858 (49,807 ) — — Cash dividends paid (16,074 ) — — — (16,074 ) Other, net (1,113 ) (421 ) (770 ) — (2,304 ) Cash provided by (used for) financing activities 5,762 23,012 (50,577 ) — (21,803 ) Effect of exchange rate changes on cash and cash equivalents — — 800 — 800 Net increase (decrease) in cash and cash equivalents (429 ) 153 (16,614 ) — (16,890 ) Cash and cash equivalents at beginning of period 13,700 865 89,957 — 104,522 Cash and cash equivalents at end of period $ 13,271 $ 1,018 $ 73,343 $ — $ 87,632 Three Months Ended March 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 18,785 $ 26,111 $ (839 ) $ (25,272 ) $ 18,785 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (25,789 ) 1,105 — 24,684 — Depreciation and amortization — 6,876 5,682 — 12,558 Share-based compensation expense — 2,511 — — 2,511 Provision for losses on accounts receivable — (707 ) 104 — (603 ) Deferred income tax expense (benefit) — (825 ) — — (825 ) Changes in operating assets and liabilities: Accounts receivable — 2,459 (131 ) (774 ) 1,554 Merchandise inventories — (3,311 ) (30,154 ) 688 (32,777 ) Accounts payable 37 (15,051 ) 6,999 674 (7,341 ) Net change in other assets and liabilities 164 (3,434 ) (21,695 ) — (24,965 ) Other, net 214 4,549 (20 ) — 4,743 Cash provided by (used for) operating activities (6,589 ) 20,283 (40,054 ) — (26,360 ) Investing activities: Additions to property and equipment — (8,141 ) (2,005 ) — (10,146 ) Additions to computer software and intangible assets — (677 ) (3,945 ) — (4,622 ) Proceeds from the sale of property and equipment — 45 270 — 315 Cash provided by (used for) investing activities — (8,773 ) (5,680 ) — (14,453 ) Financing activities: Change in intercompany advances 49,025 (56,375 ) 7,350 — — Cash dividends paid (15,740 ) — — — (15,740 ) Other, net (1,541 ) (516 ) (702 ) — (2,759 ) Cash provided by (used for) financing activities 31,744 (56,891 ) 6,648 — (18,499 ) Effect of exchange rate changes on cash and cash equivalents — — 991 — 991 Net increase (decrease) in cash and cash equivalents 25,155 (45,381 ) (38,095 ) — (58,321 ) Cash and cash equivalents at beginning of period 38,015 61,266 86,207 — 185,488 Cash and cash equivalents at end of period $ 63,170 $ 15,885 $ 48,112 $ — $ 127,167 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. We adopted ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach. The impact on our consolidated financial statements is not material. See Note 1 for further information. In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Act") from accumulated other comprehensive income (loss) to retained earnings. This new guidance is effective for us beginning on January 1, 2019, with early adoption permitted, and must be applied either in the period of adoption or retrospectively to periods in which the effects of the Act are recognized. We are currently evaluating the effects that the adoption of this guidance will have on our consolidated financial statements and the related disclosures. There have been no further changes in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2017 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 30, 2018 (the “Closing Date”), we completed the previously announced acquisition of substantially all of Halyard Health, Inc.’s (“Halyard”) Surgical and Infection Prevention (“S&IP”) business, the name “Halyard Health” (and all variations of that name and related intellectual property rights) and Halyard’s IT system (collectively, the “Acquisition”), contemplated by the Amended and Restated Purchase Agreement, in exchange for $710 million , subject to certain adjustments as provided in the Amended and Restated Purchase Agreement based on the cash, indebtedness and net working capital transferred at the closing. Halyard's S&IP business is a leading global provider of medical supplies and solutions for the prevention of healthcare-associated infections across acute care and non-acute care markets. This business will be reported as part of the Global Products segment.The initial allocation of purchase price to assets and liabilities acquired is not yet complete. We entered into transition services agreements with Halyard pursuant to which they and we will provide to each other various transitional services, including, but not limited to, facilities, product supply, financial and business services, procurement, human resources, research and development, regulatory affairs and quality assurance, sales and marketing, information technology and other support services. On the Closing Date, certain of our affiliates also entered into transitional distribution agreements with affiliates of Halyard under which the Halyard affiliates will serve as limited risk distributors for our international customer orders on a transitional basis. The services under the transition services agreements and distribution agreements generally will commence on the Closing Date and terminate within 18 months thereafter. In connection with the Halyard S&IP acquisition, we amended our Credit Agreement. The amendments contain the following principal terms, among others: • lender commitments and funding for a $195.75 million term A-2 loan with a four -year maturity and a $254.25 million term B loan with a seven -year maturity; • lender commitments and funding for an additional $245.75 million of term B loans with a seven -year maturity; • interest rate pricing grid based on the better of debt to EBITDA ratio or credit ratings for all loans other than the term B loans; • a new interest rate margin for term B loans of 3.50% per annum with respect to Base Rate Loans (as defined in the Credit Agreement), and 4.50% per annum with respect to Eurocurrency Rate Loans (as defined in the Credit Agreement); • amended financial covenant-related definitions and amendments to certain customary affirmative and negative covenants; • the addition of collateral for the benefit of the Secured Parties (as defined), first priority liens and security interests (“Liens”) in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries (limited, in the case of controlled foreign corporations, to a pledge of 65% of the voting capital stock of each first-tier foreign subsidiary of each Credit Party) and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions; • addition of a “springing maturity date” with respect to (i) the term B loans, if as of the date that is 91 days prior to the maturity date of the Company’s 3.875% senior notes due 2021 (the “ 2021 Notes ”) or 4.375% senior notes due 2024 (the “ 2024 Notes ”), all outstanding amounts owing under the 2021 Notes or the 2024 Notes, respectively, have not been paid in full and (ii) the revolving loans and the term A loans, if as of the date that is 91 days prior to the 2021 Notes maturity date, all outstanding amounts owing under the 2021 Notes have not been paid in full; and • extension of the “soft call” provision from six months to twelve months. |
Basis of Presentation and Use26
Basis of Presentation and Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Recently, 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 two distinct business units: Global Solutions and Global Products. Global Solutions (previously Domestic and International) is our U.S. and European distribution, logistics and value-added services business. Global Products (previously Proprietary Products) provides product-related solutions, including surgical and procedural kitting and sourcing. Beginning with the quarter ended March 31, 2018, we now report financial results using this two segment structure and have recast prior year segment results on the same basis. |
Reclassification and Correction | Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. |
Fair Value | The carrying amounts of cash and cash equivalents, accounts receivable, financing receivables, accounts payable and financing payables included in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. 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). We determine the fair value of our derivatives, if any, based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies. See Note 8 for the fair value of long-term debt. |
Share Repurchases | We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
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 two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States and European distribution, logistics and value-added services business. Global Products provides product-related solutions, including surgical and procedural kitting and sourcing. The Halyard S&IP business, acquired on April 30, 2018, will be part of Global Products. We evaluate the performance of our segments based on their operating income 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The allocation of purchase price to assets and liabilities acquired is not yet complete, as final working capital adjustments with the seller are still pending. Preliminary Fair Value (1) Differences Between Prior and the Current Periods Preliminary Fair Value Estimate Preliminary Fair Value Currently Estimated as of Acquisition Date Assets acquired: Current assets $ 61,986 $ — $ 61,986 Goodwill 288,691 — 288,691 Intangible assets 115,000 — 115,000 Other noncurrent assets 5,069 — 5,069 Total assets 470,746 — 470,746 Liabilities assumed: Current liabilities 72,962 — 72,962 Noncurrent liabilities 31,215 — 31,215 Total liabilities 104,177 — 104,177 Fair value of net assets acquired, net of cash $ 366,569 $ — $ 366,569 (1) As previously reported in our 2017 Form 10-K. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2018 : Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2017 $ 495,860 $ 217,951 $ 713,811 Currency translation adjustments 1,070 564 1,634 Carrying amount of goodwill, March 31, 2018 $ 496,930 $ 218,515 $ 715,445 |
Intangible Assets | Intangible assets at March 31, 2018 , and December 31, 2017 , were as follows: March 31, 2018 December 31, 2017 Customer Relationships Other Intangibles Customer Other Gross intangible assets $ 200,574 $ 43,683 $ 199,265 $ 43,537 Accumulated amortization (60,641 ) (4,736 ) (54,757 ) (3,577 ) Net intangible assets $ 139,933 $ 38,947 $ 144,508 $ 39,960 |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Exit Costs | Exit and realignment charges by segment for the three months ended March 31, 2018 and 2017 were as follows: Three Months Ended March 31, 2018 2017 Global Solutions segment $ 2,708 $ 7,132 Global Products segment (29 ) 463 Total exit and realignment charges $ 2,679 $ 7,595 |
Schedule of Restructuring and Related Costs Accrual Activity | The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2018 and 2017 : Lease Obligations Severance and Other Total Accrued exit and realignment costs, December 31, 2017 $ — $ 11,972 $ 11,972 Provision for exit and realignment activities — 2,295 2,295 Change in estimate — (23 ) (23 ) Cash payments — (6,479 ) (6,479 ) Accrued exit and realignment costs, March 31, 2018 $ — $ 7,765 $ 7,765 Accrued exit and realignment costs, December 31, 2016 $ — $ 2,238 $ 2,238 Provision for exit and realignment activities — 3,211 3,211 Change in estimate — (304 ) (304 ) Cash payments — (3,034 ) (3,034 ) Accrued exit and realignment costs, March 31, 2017 $ — $ 2,111 $ 2,111 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit Cost for Domestic Retirement Plan | The components of net periodic benefit cost, which are included in distribution, selling and administrative expenses, for the three months ended March 31, 2018 and 2017 , were as follows: Three Months Ended 2018 2017 Service cost $ 19 $ 12 Interest cost 419 474 Recognized net actuarial loss 522 462 Net periodic benefit cost $ 960 $ 948 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Net Income Per Common Share | The following summarizes the calculation of net income per common share attributable to common shareholders for the three months ended March 31, 2018 and 2017 . Three Months Ended (in thousands, except per share data) 2018 2017 Numerator: Net income $ 8,151 $ 18,785 Less: income allocated to unvested restricted shares (323 ) (239 ) Net income attributable to common shareholders - basic 7,828 18,546 Add: undistributed income attributable to unvested restricted shares - basic — 23 Less: undistributed income attributable to unvested restricted shares - diluted — (23 ) Net income attributable to common shareholders - diluted $ 7,828 $ 18,546 Denominator: Weighted average shares outstanding - basic and diluted 59,969 60,013 Net income per share attributable to common shareholders: Basic and diluted $ 0.13 $ 0.31 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The following table shows the changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2018 and 2017 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2017 $ (12,066 ) $ (13,185 ) $ 167 $ (25,084 ) Other comprehensive income (loss) before reclassifications — 8,921 6 8,927 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 8,921 6 8,927 Amounts reclassified from accumulated other comprehensive income (loss) 522 — — 522 Income tax (142 ) — — (142 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 380 — — 380 Other comprehensive income (loss) 380 8,921 6 9,307 Accumulated other comprehensive income (loss), March 31, 2018 $ (11,686 ) $ (4,264 ) $ 173 $ (15,777 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Other comprehensive income (loss) before reclassifications — 5,492 110 5,602 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 5,492 110 5,602 Amounts reclassified from accumulated other comprehensive income (loss) 462 — 462 Income tax (226 ) — — (226 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 236 — — 236 Other comprehensive income (loss) 236 5,492 110 5,838 Accumulated other comprehensive income (loss), March 31, 2017 $ (10,973 ) $ (50,753 ) $ 81 $ (61,645 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables present financial information by segment: Three Months Ended March 31, 2018 2017 Net revenue: Segment net revenue Global Solutions $ 2,341,122 $ 2,288,955 Global Products 121,287 137,153 Total segment net revenue 2,462,409 2,426,108 Inter-segment revenue Global Products (89,830 ) (97,535 ) Total inter-segment revenue (89,830 ) (97,535 ) Consolidated net revenue $ 2,372,579 $ 2,328,573 Operating income (loss): Global Solutions $ 31,625 $ 37,951 Global Products 9,811 8,128 Inter-segment eliminations (242 ) (698 ) Acquisition-related and exit and realignment charges (14,760 ) (8,942 ) Other (1) (2,217 ) (922 ) Consolidated operating income $ 24,217 $ 35,517 Depreciation and amortization: Global Solutions $ 15,781 $ 10,664 Global Products 2,130 1,894 Consolidated depreciation and amortization $ 17,911 $ 12,558 Capital expenditures: Global Solutions $ 13,602 $ 13,840 Global Products 558 928 Consolidated capital expenditures $ 14,160 $ 14,768 (1) Software as a Service (SaaS) implementation costs associated with significant global IT platforms in connection with the redesign of our global information system strategy. |
Consolidated Total Assets | March 31, 2018 December 31, 2017 Total assets: Global Solutions $ 2,900,618 $ 2,870,999 Global Products 403,304 400,772 Segment assets 3,303,922 3,271,771 Cash and cash equivalents 87,632 104,522 Consolidated total assets $ 3,391,554 $ 3,376,293 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical | The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended March 31, 2018 2017 Net revenue: United States $ 2,252,634 $ 2,220,649 Outside of the United States 119,945 107,924 Consolidated net revenue $ 2,372,579 $ 2,328,573 |
Condensed Consolidating Finan34
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Statement Of Income | Three Months Ended March 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,110,861 $ 301,266 $ (39,548 ) $ 2,372,579 Cost of goods sold — 1,914,637 172,726 (39,471 ) 2,047,892 Gross margin — 196,224 128,540 (77 ) 324,687 Distribution, selling and administrative expenses (179 ) 160,870 123,670 — 284,361 Acquisition-related and exit and realignment charges — 13,228 1,532 — 14,760 Other operating income, net — (583 ) 1,932 — 1,349 Operating income (loss) 179 22,709 1,406 (77 ) 24,217 Interest expense (income), net 6,741 2,022 1,490 — 10,253 Income (loss) before income taxes (6,562 ) 20,687 (84 ) (77 ) 13,964 Income tax (benefit) provision — 4,456 1,357 — 5,813 Equity in earnings of subsidiaries 14,713 2,210 — (16,923 ) — Net income (loss) 8,151 18,441 (1,441 ) (17,000 ) 8,151 Other comprehensive income (loss) 9,307 9,363 8,921 (18,284 ) 9,307 Comprehensive income (loss) $ 17,458 $ 27,804 $ 7,480 $ (35,284 ) $ 17,458 Three Months Ended March 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 2,193,285 $ 186,854 $ (51,566 ) $ 2,328,573 Cost of goods sold — 1,990,186 108,185 (50,978 ) 2,047,393 Gross margin — 203,099 78,669 (588 ) 281,180 Distribution, selling and administrative expenses 156 161,235 76,302 — 237,693 Acquisition-related and exit and realignment charges — 7,799 1,143 — 8,942 Other operating income, net — (374 ) (598 ) — (972 ) Operating income (loss) (156 ) 34,439 1,822 (588 ) 35,517 Interest expense (income), net 6,848 (790 ) 686 — 6,744 Income (loss) before income taxes (7,004 ) 35,229 1,136 (588 ) 28,773 Income tax (benefit) provision — 8,013 1,975 — 9,988 Equity in earnings of subsidiaries 25,789 (1,105 ) — (24,684 ) — Net income (loss) 18,785 26,111 (839 ) (25,272 ) 18,785 Other comprehensive income (loss) 5,838 5,644 5,492 (11,136 ) 5,838 Comprehensive income (loss) $ 24,623 $ 31,755 $ 4,653 $ (36,408 ) $ 24,623 |
Condensed Consolidating Balance Sheets | March 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 13,271 $ 1,018 $ 73,343 $ — $ 87,632 Accounts receivable, net — 613,000 172,044 (6,889 ) 778,155 Merchandise inventories — 933,024 90,342 (1,655 ) 1,021,711 Other current assets 25 111,987 188,263 — 300,275 Total current assets 13,296 1,659,029 523,992 (8,544 ) 2,187,773 Property and equipment, net — 108,770 98,272 — 207,042 Goodwill, net — 180,006 535,439 — 715,445 Intangible assets, net — 9,064 169,816 — 178,880 Due from O&M and subsidiaries — 413,109 — (413,109 ) — Advances to and investment in consolidated subsidiaries 2,129,567 566,615 — (2,696,182 ) — Other assets, net — 67,071 35,343 — 102,414 Total assets $ 2,142,863 $ 3,003,664 $ 1,362,862 $ (3,117,835 ) $ 3,391,554 Liabilities and equity Current liabilities Accounts payable $ — $ 841,364 $ 123,814 $ (6,908 ) $ 958,270 Accrued payroll and related liabilities — 14,888 15,592 — 30,480 Other accrued liabilities 5,867 166,738 164,625 — 337,230 Total current liabilities 5,867 1,022,990 304,031 (6,908 ) 1,325,980 Long-term debt, excluding current portion 545,603 337,024 14,444 — 897,071 Due to O&M and subsidiaries 572,475 — 460,381 (1,032,856 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 24,058 49,122 — 73,180 Other liabilities — 66,152 10,253 — 76,405 Total liabilities 1,123,945 1,589,114 838,231 (1,178,654 ) 2,372,636 Equity Common stock 123,624 — — — 123,624 Paid-in capital 228,273 174,614 583,866 (758,480 ) 228,273 Retained earnings (deficit) 682,798 1,254,606 (54,857 ) (1,199,749 ) 682,798 Accumulated other comprehensive income (loss) (15,777 ) (14,670 ) (4,378 ) 19,048 (15,777 ) Total equity 1,018,918 1,414,550 524,631 (1,939,181 ) 1,018,918 Total liabilities and equity $ 2,142,863 $ 3,003,664 $ 1,362,862 $ (3,117,835 ) $ 3,391,554 December 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 13,700 $ 865 $ 89,957 $ — $ 104,522 Accounts receivable, net — 559,269 206,410 (6,743 ) 758,936 Merchandise inventories — 902,190 89,580 (1,577 ) 990,193 Other current assets 100 123,067 205,087 — 328,254 Total current assets 13,800 1,585,391 591,034 (8,320 ) 2,181,905 Property and equipment, net — 107,010 99,480 — 206,490 Goodwill, net — 180,006 533,805 — 713,811 Intangible assets, net — 9,582 174,886 — 184,468 Due from O&M and subsidiaries — 439,654 — (439,654 ) — Advances to and investments in consolidated subsidiaries 2,114,853 558,429 — (2,673,282 ) — Other assets, net — 57,724 31,895 — 89,619 Total assets $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 Liabilities and equity Current liabilities Accounts payable $ — $ 824,307 $ 130,028 $ (6,763 ) $ 947,572 Accrued payroll and related liabilities — 15,504 14,912 — 30,416 Other current liabilities 5,822 140,048 185,875 — 331,745 Total current liabilities 5,822 979,859 330,815 (6,763 ) 1,309,733 Long-term debt, excluding current portion 545,352 340,672 14,720 — 900,744 Due to O&M and subsidiaries 562,000 — 506,703 (1,068,703 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 25,493 48,754 — 74,247 Other liabilities — 66,136 9,954 — 76,090 Total liabilities 1,113,174 1,551,050 910,946 (1,214,356 ) 2,360,814 Equity Common stock 122,952 — — — 122,952 Paid-in capital 226,937 174,614 583,869 (758,483 ) 226,937 Retained earnings (deficit) 690,674 1,236,165 (50,416 ) (1,185,749 ) 690,674 Accumulated other comprehensive income (loss) (25,084 ) (24,033 ) (13,299 ) 37,332 (25,084 ) Total equity 1,015,479 $ 1,386,746 520,154 (1,906,900 ) 1,015,479 Total liabilities and equity $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 |
Condensed Consolidating Statement Of Cash Flows | Three Months Ended March 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 8,151 $ 18,441 $ (1,441 ) $ (17,000 ) $ 8,151 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (14,713 ) (2,210 ) — 16,923 — Depreciation and amortization — 6,653 11,258 — 17,911 Share-based compensation expense — 3,035 — — 3,035 Provision for losses on accounts receivable — (724 ) 1,797 — 1,073 Deferred income tax expense (benefit) — (1,453 ) (29 ) — (1,482 ) Changes in operating assets and liabilities: Accounts receivable — (53,007 ) 34,341 147 (18,519 ) Merchandise inventories — (30,834 ) 202 76 (30,556 ) Accounts payable — 17,057 (7,439 ) (140 ) 9,478 Net change in other assets and liabilities 121 31,976 (3,187 ) (6 ) 28,904 Other, net 250 132 (104 ) — 278 Cash provided by (used for) operating activities (6,191 ) (10,934 ) 35,398 — 18,273 Investing activities: Additions to property and equipment — (5,847 ) (1,227 ) — (7,074 ) Additions to computer software and intangible assets — (6,078 ) (1,008 ) — (7,086 ) Cash provided by (used for) investing activities — (11,925 ) (2,235 ) — (14,160 ) Financing activities: Borrowing (repayments) under revolving credit facility — (300 ) — — (300 ) Repayment of debt — (3,125 ) — — (3,125 ) Change in intercompany advances 22,949 26,858 (49,807 ) — — Cash dividends paid (16,074 ) — — — (16,074 ) Other, net (1,113 ) (421 ) (770 ) — (2,304 ) Cash provided by (used for) financing activities 5,762 23,012 (50,577 ) — (21,803 ) Effect of exchange rate changes on cash and cash equivalents — — 800 — 800 Net increase (decrease) in cash and cash equivalents (429 ) 153 (16,614 ) — (16,890 ) Cash and cash equivalents at beginning of period 13,700 865 89,957 — 104,522 Cash and cash equivalents at end of period $ 13,271 $ 1,018 $ 73,343 $ — $ 87,632 Three Months Ended March 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 18,785 $ 26,111 $ (839 ) $ (25,272 ) $ 18,785 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (25,789 ) 1,105 — 24,684 — Depreciation and amortization — 6,876 5,682 — 12,558 Share-based compensation expense — 2,511 — — 2,511 Provision for losses on accounts receivable — (707 ) 104 — (603 ) Deferred income tax expense (benefit) — (825 ) — — (825 ) Changes in operating assets and liabilities: Accounts receivable — 2,459 (131 ) (774 ) 1,554 Merchandise inventories — (3,311 ) (30,154 ) 688 (32,777 ) Accounts payable 37 (15,051 ) 6,999 674 (7,341 ) Net change in other assets and liabilities 164 (3,434 ) (21,695 ) — (24,965 ) Other, net 214 4,549 (20 ) — 4,743 Cash provided by (used for) operating activities (6,589 ) 20,283 (40,054 ) — (26,360 ) Investing activities: Additions to property and equipment — (8,141 ) (2,005 ) — (10,146 ) Additions to computer software and intangible assets — (677 ) (3,945 ) — (4,622 ) Proceeds from the sale of property and equipment — 45 270 — 315 Cash provided by (used for) investing activities — (8,773 ) (5,680 ) — (14,453 ) Financing activities: Change in intercompany advances 49,025 (56,375 ) 7,350 — — Cash dividends paid (15,740 ) — — — (15,740 ) Other, net (1,541 ) (516 ) (702 ) — (2,759 ) Cash provided by (used for) financing activities 31,744 (56,891 ) 6,648 — (18,499 ) Effect of exchange rate changes on cash and cash equivalents — — 991 — 991 Net increase (decrease) in cash and cash equivalents 25,155 (45,381 ) (38,095 ) — (58,321 ) Cash and cash equivalents at beginning of period 38,015 61,266 86,207 — 185,488 Cash and cash equivalents at end of period $ 63,170 $ 15,885 $ 48,112 $ — $ 127,167 |
Basis of Presentation and Use35
Basis of Presentation and Use of Estimates (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | ||
Number of Reportable Segments | segment | 2 | |
Accrued liabilities, current | $ | $ 14.8 | $ 13 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Aug. 01, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 715,445,000 | $ 713,811,000 | ||
Goodwill, expected tax deductible amount | 0 | |||
Acquisition related costs | 12,100,000 | $ 1,300,000 | ||
Byram Healthcare | ||||
Business Acquisition [Line Items] | ||||
Combined consideration, net of cash acquired | $ 367,000,000 | |||
Goodwill | $ 289,000,000 | $ 288,691,000 | ||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets , useful life | 3 years | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets , useful life | 10 years | |||
Global Solutions | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 496,930,000 | $ 495,860,000 | ||
Global Solutions | Byram Healthcare | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 289,000,000 |
Acquisitions - Allocation of pu
Acquisitions - Allocation of purchase price (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2017 |
Assets acquired: | |||
Goodwill | $ 715,445 | $ 713,811 | |
Byram Healthcare | |||
Assets acquired: | |||
Current assets | 61,986 | ||
Goodwill | 288,691 | $ 289,000 | |
Intangible assets | 115,000 | ||
Other noncurrent assets | 5,069 | ||
Total assets | 470,746 | ||
Liabilities assumed: | |||
Current liabilities | 72,962 | ||
Noncurrent liabilities | 31,215 | ||
Total liabilities | 104,177 | ||
Fair value of net assets acquired, net of cash | 366,569 | ||
Scenario, Previously Reported | Byram Healthcare | |||
Assets acquired: | |||
Current assets | 61,986 | ||
Goodwill | 288,691 | ||
Intangible assets | 115,000 | ||
Other noncurrent assets | 5,069 | ||
Total assets | 470,746 | ||
Liabilities assumed: | |||
Current liabilities | 72,962 | ||
Noncurrent liabilities | 31,215 | ||
Total liabilities | 104,177 | ||
Fair value of net assets acquired, net of cash | $ 366,569 | ||
Scenario, Adjustment | Byram Healthcare | |||
Assets acquired: | |||
Current assets | 0 | ||
Goodwill | 0 | ||
Intangible assets | 0 | ||
Other noncurrent assets | 0 | ||
Total assets | 0 | ||
Liabilities assumed: | |||
Current liabilities | 0 | ||
Noncurrent liabilities | 0 | ||
Total liabilities | 0 | ||
Fair value of net assets acquired, net of cash | $ 0 |
Financing Receivables and Pay38
Financing Receivables and Payables - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Financing Receivables [Line Items] | ||
Other current liabilities | $ 337,230 | $ 331,745 |
Other Current Assets | ||
Financing Receivables [Line Items] | ||
Other current assets | 170,500 | 192,100 |
Other Current Liabilities | ||
Financing Receivables [Line Items] | ||
Other current liabilities | $ 106,700 | $ 124,900 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2017 | $ 713,811 |
Currency translation adjustments | 1,634 |
Carrying amount of goodwill, March 31, 2018 | 715,445 |
Global Solutions | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2017 | 495,860 |
Currency translation adjustments | 1,070 |
Carrying amount of goodwill, March 31, 2018 | 496,930 |
Global Products | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2017 | 217,951 |
Currency translation adjustments | 564 |
Carrying amount of goodwill, March 31, 2018 | $ 218,515 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 178,880 | $ 184,468 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 200,574 | 199,265 |
Accumulated amortization | (60,641) | (54,757) |
Net intangible assets | 139,933 | 144,508 |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 43,683 | 43,537 |
Accumulated amortization | (4,736) | (3,577) |
Net intangible assets | $ 38,947 | $ 39,960 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 178,880 | $ 184,468 | |
Amortization expense for intangible assets | 6,400 | $ 2,300 | |
Estimated amortization expense for the remainder of 2018 | 19,200 | ||
Estimated amortization expense for 2019 | 25,600 | ||
Estimated amortization expense for 2020 | 24,600 | ||
Estimated amortization expense for 2021 | 22,900 | ||
Estimated amortization expense for 2022 | 22,100 | ||
Estimated amortization expense for 2023 | 21,100 | ||
Global Solutions | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | 122,800 | ||
Global Products | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 56,100 |
Exit and Realignment Costs - Ad
Exit and Realignment Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 2,679 | $ 7,595 |
Incurred cost | 400 | 4,700 |
Information System Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 200 | |
Asset Write-downs | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 4,500 | |
Other Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | 200 | 200 |
Global Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | 2,708 | 7,132 |
Global Products | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ (29) | $ 463 |
Accrual for Exit and Realignmen
Accrual for Exit and Realignment Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment costs, beginning of period | $ 11,972 | $ 2,238 |
Provision for exit and realignment activities | 2,295 | 3,211 |
Change in estimate | (23) | (304) |
Cash payments | (6,479) | (3,034) |
Accrued exit and realignment costs, end of period | 7,765 | 2,111 |
Lease Obligations | ||
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment costs, beginning of period | 0 | 0 |
Provision for exit and realignment activities | 0 | 0 |
Change in estimate | 0 | 0 |
Cash payments | 0 | 0 |
Accrued exit and realignment costs, end of period | 0 | 0 |
Severance and Other | ||
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment costs, beginning of period | 11,972 | 2,238 |
Provision for exit and realignment activities | 2,295 | 3,211 |
Change in estimate | (23) | (304) |
Cash payments | (6,479) | (3,034) |
Accrued exit and realignment costs, end of period | $ 7,765 | $ 2,111 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ 0.5 | $ 0.4 |
Components of Net Periodic Bene
Components of Net Periodic Benefit Cost (Detail) - Domestic Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 19 | $ 12 |
Interest cost | 419 | 474 |
Recognized net actuarial loss | 522 | 462 |
Net periodic benefit cost | $ 960 | $ 948 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2018USD ($)extension | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 488,900,000 | |
Long-term debt, maturities, repayments of principal, remainder of 2018 | 12,500,000 | |
Long-term debt, maturities, repayments of principal in 2019 | 12,500,000 | |
Long-term debt, maturities, repayments of principal in 2020 | 14,100,000 | |
Long-term debt, maturities, repayments of principal in 2021 | 295,300,000 | |
Long-term debt, maturities, repayments of principal in 2022 | 291,800,000 | |
Long-term debt, maturities, repayments of principal in the years thereafter | $ 275,000,000 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Rate of interest discounted | 0.30% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 600,000,000 | |
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% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 250,000,000 | |
Revolving Credit Facility, Additional Borrowing Capacity | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 200,000,000 | |
2021 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% | |
Long-term Debt, Fair Value | $ 272,700,000 | $ 278,100,000 |
2024 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% | |
Long-term Debt, Fair Value | $ 271,200,000 | $ 277,900,000 |
2021 and 2024 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes redemption price, percentage | 100.00% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 104,300,000 | |
Letters of Credit Outstanding, Amount | 6,800,000 | |
European Lease Agreement | Replaced Line Of Credit | ||
Debt Instrument [Line Items] | ||
Letters of Credit Outstanding, Amount | $ 1,300,000 | |
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Best instrument, basis spread on variable rate | 1.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 41.60% | 34.70% | |
Liability for unrecognized tax benefit | $ 13.9 | $ 13.6 | |
Unrecognized tax benefit highly certain | $ 5.1 |
Summary of Calculation of Net I
Summary of Calculation of Net Income Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net income | $ 8,151 | $ 18,785 |
Less: income allocated to unvested restricted shares | (323) | (239) |
Net income attributable to common shareholders - basic | 7,828 | 18,546 |
Add: undistributed income attributable to unvested restricted shares - basic | 0 | 23 |
Less: undistributed income attributable to unvested restricted shares - diluted | 0 | (23) |
Net income attributable to common shareholders - diluted | $ 7,828 | $ 18,546 |
Denominator: | ||
Weighted average shares outstanding - basic and diluted (in shares) | 59,969 | 60,013 |
Net income per share attributable to common shareholders: | ||
Basic and diluted (in usd per share) | $ 0.13 | $ 0.31 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Equity [Abstract] | |
Share repurchase program, authorized amount | $ 100,000,000 |
Stock repurchase program, term (in years) | 3 years |
Stock repurchase program, expiration date | 2019-12 |
Stock repurchase program, remaining authorized repurchase amount | $ 94,000,000 |
Changes in Accumulated Income (
Changes in Accumulated Income (Loss) by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Retirement Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | $ (12,066) | $ (11,209) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 522 | 462 |
Income tax | (142) | (226) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 380 | 236 |
Other comprehensive income (loss) | 380 | 236 |
Accumulated other comprehensive income (loss), ending balance | (11,686) | (10,973) |
Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (13,185) | (56,245) |
Other comprehensive income (loss) before reclassifications | 8,921 | 5,492 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 8,921 | 5,492 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Income tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 |
Other comprehensive income (loss) | 8,921 | 5,492 |
Accumulated other comprehensive income (loss), ending balance | (4,264) | (50,753) |
Other | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | 167 | (29) |
Other comprehensive income (loss) before reclassifications | 6 | 110 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 6 | 110 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |
Income tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 |
Other comprehensive income (loss) | 6 | 110 |
Accumulated other comprehensive income (loss), ending balance | 173 | 81 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (25,084) | (67,483) |
Other comprehensive income (loss) before reclassifications | 8,927 | 5,602 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 8,927 | 5,602 |
Amounts reclassified from accumulated other comprehensive income (loss) | 522 | 462 |
Income tax | (142) | (226) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 380 | 236 |
Other comprehensive income (loss) | 9,307 | 5,838 |
Accumulated other comprehensive income (loss), ending balance | $ (15,777) | $ (61,645) |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as component of net periodic benefit cost, actuarial net gain or loss | $ 0.5 | $ 0.5 |
Financial Information by Segmen
Financial Information by Segment (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Number of Reportable Segments | segment | 2 | |
Net revenue | $ 2,372,579 | $ 2,328,573 |
Operating earnings (loss): | 24,217 | 35,517 |
Acquisition-related and exit and realignment charges | (14,760) | (8,942) |
Depreciation and amortization | 17,911 | 12,558 |
Capital expenditures | 14,160 | 14,768 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 2,462,409 | 2,426,108 |
Operating Segments | Global Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 2,341,122 | 2,288,955 |
Operating earnings (loss): | 31,625 | 37,951 |
Depreciation and amortization | 15,781 | 10,664 |
Capital expenditures | 13,602 | 13,840 |
Operating Segments | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 121,287 | 137,153 |
Operating earnings (loss): | 9,811 | 8,128 |
Depreciation and amortization | 2,130 | 1,894 |
Capital expenditures | 558 | 928 |
Intersegment Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (89,830) | (97,535) |
Operating earnings (loss): | (242) | (698) |
Intersegment Eliminations | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (89,830) | (97,535) |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Acquisition-related and exit and realignment charges | (14,760) | (8,942) |
Other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Operating earnings (loss): | $ (2,217) | $ (922) |
Consolidated Total Assets (Deta
Consolidated Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | $ 3,391,554 | $ 3,376,293 | ||
Cash and cash equivalents | 87,632 | 104,522 | $ 127,167 | $ 185,488 |
Operating Segments | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 3,303,922 | 3,271,771 | ||
Operating Segments | Global Solutions | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 2,900,618 | 2,870,999 | ||
Operating Segments | Global Products | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 403,304 | 400,772 | ||
Segment Reconciling Items | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Cash and cash equivalents | $ 87,632 | $ 104,522 |
Segment Information Net revenue
Segment Information Net revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,372,579 | $ 2,328,573 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 2,252,634 | 2,220,649 |
Outside of the United States | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 119,945 | $ 107,924 |
Condensed Consolidating Finan55
Condensed Consolidating Financial Information (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of ownership | 100.00% |
Condensed Consolidating Finan56
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | $ 2,372,579 | $ 2,328,573 |
Cost of goods sold | 2,047,892 | 2,047,393 |
Gross margin | 324,687 | 281,180 |
Distribution, selling and administrative expenses | 284,361 | 237,693 |
Acquisition-related and exit and realignment charges | 14,760 | 8,942 |
Other operating (income) expense, net | 1,349 | (972) |
Operating income | 24,217 | 35,517 |
Interest expense (income), net | 10,253 | 6,744 |
Income before income taxes | 13,964 | 28,773 |
Income tax (benefit) provision | 5,813 | 9,988 |
Equity in earnings of subsidiaries | 0 | 0 |
Net income | 8,151 | 18,785 |
Other comprehensive income (loss) | 9,307 | 5,838 |
Comprehensive income | 17,458 | 24,623 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | (39,548) | (51,566) |
Cost of goods sold | (39,471) | (50,978) |
Gross margin | (77) | (588) |
Distribution, selling and administrative expenses | 0 | 0 |
Acquisition-related and exit and realignment charges | 0 | 0 |
Other operating (income) expense, net | 0 | 0 |
Operating income | (77) | (588) |
Interest expense (income), net | 0 | 0 |
Income before income taxes | (77) | (588) |
Income tax (benefit) provision | 0 | 0 |
Equity in earnings of subsidiaries | (16,923) | (24,684) |
Net income | (17,000) | (25,272) |
Other comprehensive income (loss) | (18,284) | (11,136) |
Comprehensive income | (35,284) | (36,408) |
Owens & Minor, Inc. | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | 0 | 0 |
Cost of goods sold | 0 | 0 |
Gross margin | 0 | 0 |
Distribution, selling and administrative expenses | (179) | 156 |
Acquisition-related and exit and realignment charges | 0 | 0 |
Other operating (income) expense, net | 0 | 0 |
Operating income | 179 | (156) |
Interest expense (income), net | 6,741 | 6,848 |
Income before income taxes | (6,562) | (7,004) |
Income tax (benefit) provision | 0 | 0 |
Equity in earnings of subsidiaries | 14,713 | 25,789 |
Net income | 8,151 | 18,785 |
Other comprehensive income (loss) | 9,307 | 5,838 |
Comprehensive income | 17,458 | 24,623 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | 2,110,861 | 2,193,285 |
Cost of goods sold | 1,914,637 | 1,990,186 |
Gross margin | 196,224 | 203,099 |
Distribution, selling and administrative expenses | 160,870 | 161,235 |
Acquisition-related and exit and realignment charges | 13,228 | 7,799 |
Other operating (income) expense, net | (583) | (374) |
Operating income | 22,709 | 34,439 |
Interest expense (income), net | 2,022 | (790) |
Income before income taxes | 20,687 | 35,229 |
Income tax (benefit) provision | 4,456 | 8,013 |
Equity in earnings of subsidiaries | 2,210 | (1,105) |
Net income | 18,441 | 26,111 |
Other comprehensive income (loss) | 9,363 | 5,644 |
Comprehensive income | 27,804 | 31,755 |
Non-guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | 301,266 | 186,854 |
Cost of goods sold | 172,726 | 108,185 |
Gross margin | 128,540 | 78,669 |
Distribution, selling and administrative expenses | 123,670 | 76,302 |
Acquisition-related and exit and realignment charges | 1,532 | 1,143 |
Other operating (income) expense, net | 1,932 | (598) |
Operating income | 1,406 | 1,822 |
Interest expense (income), net | 1,490 | 686 |
Income before income taxes | (84) | 1,136 |
Income tax (benefit) provision | 1,357 | 1,975 |
Equity in earnings of subsidiaries | 0 | 0 |
Net income | (1,441) | (839) |
Other comprehensive income (loss) | 8,921 | 5,492 |
Comprehensive income | $ 7,480 | $ 4,653 |
Condensed Consolidating Finan57
Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||||
Cash and cash equivalents | $ 87,632 | $ 104,522 | $ 127,167 | $ 185,488 |
Accounts and Notes Receivable, Net | 778,155 | 758,936 | ||
Merchandise inventories | 1,021,711 | 990,193 | ||
Other current assets | 300,275 | 328,254 | ||
Assets, Current | 2,187,773 | 2,181,905 | ||
Property, Plant and Equipment, Net | 207,042 | 206,490 | ||
Goodwill | 715,445 | 713,811 | ||
Intangible assets, net | 178,880 | 184,468 | ||
Due from Related Parties, Noncurrent | 0 | 0 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | ||
Other assets, net | 102,414 | 89,619 | ||
Total assets | 3,391,554 | 3,376,293 | ||
Current liabilities | ||||
Accounts payable | 958,270 | 947,572 | ||
Accrued payroll and related liabilities | 30,480 | 30,416 | ||
Other Liabilities, Current | 337,230 | 331,745 | ||
Liabilities, Current | 1,325,980 | 1,309,733 | ||
Long-term debt, excluding current portion | 897,071 | 900,744 | ||
Due to Related Parties, Noncurrent | 0 | 0 | ||
Due to Affiliate, Noncurrent | 0 | 0 | ||
Deferred income taxes | 73,180 | 74,247 | ||
Other liabilities | 76,405 | 76,090 | ||
Total liabilities | 2,372,636 | 2,360,814 | ||
Equity | ||||
Common stock | 123,624 | 122,952 | ||
Paid-in capital | 228,273 | 226,937 | ||
Retained earnings | 682,798 | 690,674 | ||
Accumulated other comprehensive loss | (15,777) | (25,084) | ||
Total equity | 1,018,918 | 1,015,479 | 969,957 | 960,038 |
Total liabilities and equity | 3,391,554 | 3,376,293 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts and Notes Receivable, Net | (6,889) | (6,743) | ||
Merchandise inventories | (1,655) | (1,577) | ||
Other current assets | 0 | 0 | ||
Assets, Current | (8,544) | (8,320) | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from Related Parties, Noncurrent | (413,109) | (439,654) | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | (2,696,182) | (2,673,282) | ||
Other assets, net | 0 | 0 | ||
Total assets | (3,117,835) | (3,121,256) | ||
Current liabilities | ||||
Accounts payable | (6,908) | (6,763) | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other Liabilities, Current | 0 | 0 | ||
Liabilities, Current | (6,908) | (6,763) | ||
Long-term debt, excluding current portion | 0 | 0 | ||
Due to Related Parties, Noncurrent | (1,032,856) | (1,068,703) | ||
Due to Affiliate, Noncurrent | (138,890) | (138,890) | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | (1,178,654) | (1,214,356) | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | (758,480) | (758,483) | ||
Retained earnings | (1,199,749) | (1,185,749) | ||
Accumulated other comprehensive loss | 19,048 | 37,332 | ||
Total equity | (1,939,181) | (1,906,900) | ||
Total liabilities and equity | (3,117,835) | (3,121,256) | ||
Owens & Minor, Inc. | ||||
Current assets | ||||
Cash and cash equivalents | 13,271 | 13,700 | 63,170 | 38,015 |
Accounts and Notes Receivable, Net | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Other current assets | 25 | 100 | ||
Assets, Current | 13,296 | 13,800 | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from Related Parties, Noncurrent | 0 | 0 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 2,129,567 | 2,114,853 | ||
Other assets, net | 0 | 0 | ||
Total assets | 2,142,863 | 2,128,653 | ||
Current liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other Liabilities, Current | 5,867 | 5,822 | ||
Liabilities, Current | 5,867 | 5,822 | ||
Long-term debt, excluding current portion | 545,603 | 545,352 | ||
Due to Related Parties, Noncurrent | 572,475 | 562,000 | ||
Due to Affiliate, Noncurrent | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | 1,123,945 | 1,113,174 | ||
Equity | ||||
Common stock | 123,624 | 122,952 | ||
Paid-in capital | 228,273 | 226,937 | ||
Retained earnings | 682,798 | 690,674 | ||
Accumulated other comprehensive loss | (15,777) | (25,084) | ||
Total equity | 1,018,918 | 1,015,479 | ||
Total liabilities and equity | 2,142,863 | 2,128,653 | ||
Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 1,018 | 865 | 15,885 | 61,266 |
Accounts and Notes Receivable, Net | 613,000 | 559,269 | ||
Merchandise inventories | 933,024 | 902,190 | ||
Other current assets | 111,987 | 123,067 | ||
Assets, Current | 1,659,029 | 1,585,391 | ||
Property, Plant and Equipment, Net | 108,770 | 107,010 | ||
Goodwill | 180,006 | 180,006 | ||
Intangible assets, net | 9,064 | 9,582 | ||
Due from Related Parties, Noncurrent | 413,109 | 439,654 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 566,615 | 558,429 | ||
Other assets, net | 67,071 | 57,724 | ||
Total assets | 3,003,664 | 2,937,796 | ||
Current liabilities | ||||
Accounts payable | 841,364 | 824,307 | ||
Accrued payroll and related liabilities | 14,888 | 15,504 | ||
Other Liabilities, Current | 166,738 | 140,048 | ||
Liabilities, Current | 1,022,990 | 979,859 | ||
Long-term debt, excluding current portion | 337,024 | 340,672 | ||
Due to Related Parties, Noncurrent | 0 | 0 | ||
Due to Affiliate, Noncurrent | 138,890 | 138,890 | ||
Deferred income taxes | 24,058 | 25,493 | ||
Other liabilities | 66,152 | 66,136 | ||
Total liabilities | 1,589,114 | 1,551,050 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 174,614 | 174,614 | ||
Retained earnings | 1,254,606 | 1,236,165 | ||
Accumulated other comprehensive loss | (14,670) | (24,033) | ||
Total equity | 1,414,550 | 1,386,746 | ||
Total liabilities and equity | 3,003,664 | 2,937,796 | ||
Non-guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 73,343 | 89,957 | $ 48,112 | $ 86,207 |
Accounts and Notes Receivable, Net | 172,044 | 206,410 | ||
Merchandise inventories | 90,342 | 89,580 | ||
Other current assets | 188,263 | 205,087 | ||
Assets, Current | 523,992 | 591,034 | ||
Property, Plant and Equipment, Net | 98,272 | 99,480 | ||
Goodwill | 535,439 | 533,805 | ||
Intangible assets, net | 169,816 | 174,886 | ||
Due from Related Parties, Noncurrent | 0 | 0 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | ||
Other assets, net | 35,343 | 31,895 | ||
Total assets | 1,362,862 | 1,431,100 | ||
Current liabilities | ||||
Accounts payable | 123,814 | 130,028 | ||
Accrued payroll and related liabilities | 15,592 | 14,912 | ||
Other Liabilities, Current | 164,625 | 185,875 | ||
Liabilities, Current | 304,031 | 330,815 | ||
Long-term debt, excluding current portion | 14,444 | 14,720 | ||
Due to Related Parties, Noncurrent | 460,381 | 506,703 | ||
Due to Affiliate, Noncurrent | 0 | 0 | ||
Deferred income taxes | 49,122 | 48,754 | ||
Other liabilities | 10,253 | 9,954 | ||
Total liabilities | 838,231 | 910,946 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 583,866 | 583,869 | ||
Retained earnings | (54,857) | (50,416) | ||
Accumulated other comprehensive loss | (4,378) | (13,299) | ||
Total equity | 524,631 | 520,154 | ||
Total liabilities and equity | $ 1,362,862 | $ 1,431,100 |
Condensed Consolidating Finan58
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Cash Flows) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | $ 8,151 | $ 18,785 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 0 | 0 |
Depreciation and amortization | 17,911 | 12,558 |
Share-based compensation expense | 3,035 | 2,511 |
Provision for losses on accounts receivable | 1,073 | (603) |
Deferred income tax expense (benefit) | (1,482) | (825) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (18,519) | 1,554 |
Merchandise inventories | (30,556) | (32,777) |
Accounts payable | 9,478 | (7,341) |
Net change in other assets and liabilities | 28,904 | (24,965) |
Other, net | 278 | 4,743 |
Cash provided by (used for) operating activities | 18,273 | (26,360) |
Investing activities: | ||
Additions to property and equipment | (7,074) | (10,146) |
Additions to computer software and intangible assets | (7,086) | (4,622) |
Proceeds from the sale of property and equipment | 0 | 315 |
Cash used for investing activities | (14,160) | (14,453) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | (300) | 0 |
Repayments of debt | (3,125) | 0 |
Change in intercompany advances | 0 | 0 |
Cash dividends paid | (16,074) | (15,740) |
Other, net | (2,304) | (2,759) |
Cash used for financing activities | (21,803) | (18,499) |
Effect of exchange rate changes on cash and cash equivalents | 800 | 991 |
Net increase (decrease) in cash and cash equivalents | (16,890) | (58,321) |
Cash and cash equivalents at beginning of period | 104,522 | 185,488 |
Cash and cash equivalents at end of period | 87,632 | 127,167 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (17,000) | (25,272) |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 16,923 | 24,684 |
Depreciation and amortization | 0 | 0 |
Share-based compensation expense | 0 | 0 |
Provision for losses on accounts receivable | 0 | 0 |
Deferred income tax expense (benefit) | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 147 | (774) |
Merchandise inventories | 76 | 688 |
Accounts payable | (140) | 674 |
Net change in other assets and liabilities | (6) | 0 |
Other, net | 0 | 0 |
Cash provided by (used for) operating activities | 0 | 0 |
Investing activities: | ||
Additions to property and equipment | 0 | 0 |
Additions to computer software and intangible assets | 0 | 0 |
Proceeds from the sale of property and equipment | 0 | |
Cash used for investing activities | 0 | 0 |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 0 | |
Repayments of debt | 0 | |
Change in intercompany advances | 0 | 0 |
Cash dividends paid | 0 | 0 |
Other, net | 0 | 0 |
Cash used for financing activities | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Owens & Minor, Inc. | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 8,151 | 18,785 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | (14,713) | (25,789) |
Depreciation and amortization | 0 | 0 |
Share-based compensation expense | 0 | 0 |
Provision for losses on accounts receivable | 0 | 0 |
Deferred income tax expense (benefit) | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Merchandise inventories | 0 | 0 |
Accounts payable | 0 | 37 |
Net change in other assets and liabilities | 121 | 164 |
Other, net | 250 | 214 |
Cash provided by (used for) operating activities | (6,191) | (6,589) |
Investing activities: | ||
Additions to property and equipment | 0 | 0 |
Additions to computer software and intangible assets | 0 | 0 |
Proceeds from the sale of property and equipment | 0 | |
Cash used for investing activities | 0 | 0 |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 0 | |
Repayments of debt | 0 | |
Change in intercompany advances | 22,949 | 49,025 |
Cash dividends paid | (16,074) | (15,740) |
Other, net | (1,113) | (1,541) |
Cash used for financing activities | 5,762 | 31,744 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (429) | 25,155 |
Cash and cash equivalents at beginning of period | 13,700 | 38,015 |
Cash and cash equivalents at end of period | 13,271 | 63,170 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 18,441 | 26,111 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | (2,210) | 1,105 |
Depreciation and amortization | 6,653 | 6,876 |
Share-based compensation expense | 3,035 | 2,511 |
Provision for losses on accounts receivable | (724) | (707) |
Deferred income tax expense (benefit) | (1,453) | (825) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (53,007) | 2,459 |
Merchandise inventories | (30,834) | (3,311) |
Accounts payable | 17,057 | (15,051) |
Net change in other assets and liabilities | 31,976 | (3,434) |
Other, net | 132 | 4,549 |
Cash provided by (used for) operating activities | (10,934) | 20,283 |
Investing activities: | ||
Additions to property and equipment | (5,847) | (8,141) |
Additions to computer software and intangible assets | (6,078) | (677) |
Proceeds from the sale of property and equipment | 45 | |
Cash used for investing activities | (11,925) | (8,773) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | (300) | |
Repayments of debt | (3,125) | |
Change in intercompany advances | 26,858 | (56,375) |
Cash dividends paid | 0 | 0 |
Other, net | (421) | (516) |
Cash used for financing activities | 23,012 | (56,891) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 153 | (45,381) |
Cash and cash equivalents at beginning of period | 865 | 61,266 |
Cash and cash equivalents at end of period | 1,018 | 15,885 |
Non-guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (1,441) | (839) |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 0 | 0 |
Depreciation and amortization | 11,258 | 5,682 |
Share-based compensation expense | 0 | 0 |
Provision for losses on accounts receivable | 1,797 | 104 |
Deferred income tax expense (benefit) | (29) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 34,341 | (131) |
Merchandise inventories | 202 | (30,154) |
Accounts payable | (7,439) | 6,999 |
Net change in other assets and liabilities | (3,187) | (21,695) |
Other, net | (104) | (20) |
Cash provided by (used for) operating activities | 35,398 | (40,054) |
Investing activities: | ||
Additions to property and equipment | (1,227) | (2,005) |
Additions to computer software and intangible assets | (1,008) | (3,945) |
Proceeds from the sale of property and equipment | 270 | |
Cash used for investing activities | (2,235) | (5,680) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 0 | |
Repayments of debt | 0 | |
Change in intercompany advances | (49,807) | 7,350 |
Cash dividends paid | 0 | 0 |
Other, net | (770) | (702) |
Cash used for financing activities | (50,577) | 6,648 |
Effect of exchange rate changes on cash and cash equivalents | 800 | 991 |
Net increase (decrease) in cash and cash equivalents | (16,614) | (38,095) |
Cash and cash equivalents at beginning of period | 89,957 | 86,207 |
Cash and cash equivalents at end of period | $ 73,343 | $ 48,112 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 30, 2018 | Apr. 29, 2018 | Mar. 31, 2018 |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Combined consideration, net of cash acquired | $ 710,000,000 | ||
Transition services agreement, termination period | 18 months | ||
Common stock, voting rights, pledged | 65.00% | ||
Term A-2 Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 195,750,000 | ||
Debt instrument, term | 4 years | ||
Debt Convent, springing maturity date, period | 91 days | ||
Term B Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 254,250,000 | ||
Debt instrument, term | 7 years | ||
Maximum borrowing capacity | $ 245,750,000 | ||
Debt Convent, springing maturity date, period | 91 days | ||
Base Rate | Term B Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Best instrument, basis spread on variable rate | 3.50% | ||
Eurocurrency Rate | Term B Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Best instrument, basis spread on variable rate | 4.50% | ||
Senior Notes | 2021 Notes | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 275,000,000 | ||
Interest rate of debt | 3.875% | ||
Senior Notes | 2021 Notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Interest rate of debt | 3.875% | ||
Senior Notes | 2024 Notes | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 275,000,000 | ||
Interest rate of debt | 4.375% | ||
Senior Notes | 2024 Notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Interest rate of debt | 4.375% | ||
Revolving Credit Facility | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Line of credit facility, soft call provisions, period | 12 months | 6 months |