Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 01, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OWENS & MINOR INC/VA/ | |
Entity Central Index Key | 0000075252 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Trading Symbol | OMI | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Smaller Reporting Entity | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 62,935,985 |
Consolidated Statements of Inco
Consolidated Statements of Income (loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 2,461,388 | $ 2,372,579 |
Cost of goods sold | 2,102,964 | 2,047,892 |
Gross margin | 358,424 | 324,687 |
Distribution, selling and administrative expenses | 338,703 | 284,361 |
Acquisition-related and exit and realignment charges | 4,990 | 14,760 |
Other operating expense, net | 39 | 1,349 |
Operating income | 14,692 | 24,217 |
Interest expense, net | 29,101 | 10,253 |
Income (loss) before income taxes | (14,409) | 13,964 |
Income tax (benefit) provision | (313) | 5,813 |
Net income (loss) | $ (14,096) | $ 8,151 |
Net income per common share: | ||
Basic and diluted (in usd per share) | $ (0.23) | $ 0.13 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income (loss) | $ (14,096) | $ 8,151 |
Other comprehensive income (loss), net of tax: | ||
Currency translation adjustments (net of income tax of $0 in 2019 and 2018) | (4,207) | 8,921 |
Change in unrecognized net periodic pension costs (net of income tax of $69 in 2019 and $142 in 2018) | 197 | 380 |
Total other comprehensive income (loss), net of tax | (6,423) | 9,307 |
Comprehensive income (loss) | (20,519) | 17,458 |
Parent | ||
Other comprehensive income (loss), net of tax: | ||
Net unrealized gain (loss) on derivative instruments and other (net of income tax of $658 in 2019 and $0 in 2018) | $ (2,413) | $ 6 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (loss) (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Currency translation adjustments, income tax benefit | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax expense | 69 | 142 |
Parent | ||
Other, income tax expense | $ 658 | $ 0 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 75,239 | $ 103,367 |
Accounts receivable, net of allowances of $21,572 and $19,618 | 843,384 | 823,418 |
Merchandise inventories | 1,210,558 | 1,290,103 |
Other current assets | 336,065 | 321,690 |
Total current assets | 2,465,246 | 2,538,578 |
Property and equipment, net of accumulated depreciation of $283,804 and $270,105 | 386,135 | 386,723 |
Operating lease assets | 197,200 | |
Goodwill | 413,235 | 414,122 |
Intangible assets, net | 311,254 | 321,764 |
Other assets, net | 109,294 | 112,601 |
Total assets | 3,882,364 | 3,773,788 |
Current liabilities | ||
Accounts payable | 990,688 | 1,109,589 |
Accrued payroll and related liabilities | 40,999 | 48,203 |
Other current liabilities | 377,989 | 314,219 |
Total current liabilities | 1,409,676 | 1,472,011 |
Long-term debt, excluding current portion | 1,685,135 | 1,650,582 |
Operating lease liabilities, excluding current portion | 155,703 | |
Deferred income taxes | 42,144 | 50,852 |
Other liabilities | 87,867 | 81,924 |
Total liabilities | 3,380,525 | 3,255,369 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 62,936 shares and 62,294 shares | 125,872 | 124,588 |
Paid-in capital | 241,547 | 238,773 |
Retained earnings | 186,455 | 200,670 |
Accumulated other comprehensive loss | (52,035) | (45,612) |
Total equity | 501,839 | 518,419 |
Total liabilities and equity | $ 3,882,364 | $ 3,773,788 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts and notes receivable, allowances | $ 21,572 | $ 19,618 |
Property and equipment, accumulated depreciation | $ 283,804 | $ 270,105 |
Common stock, par value (in USD per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, issued (shares) | 62,936,000 | 62,294,000 |
Common stock, outstanding (shares) | 62,936,000 | 62,294,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net income (loss) | $ (14,096) | $ 8,151 |
Adjustments to reconcile net income to cash (used for) provided by operating activities: | ||
Depreciation and amortization | 28,720 | 17,911 |
Share-based compensation expense | 4,505 | 3,035 |
Provision for losses on accounts receivable | 3,619 | 1,073 |
Deferred income tax benefit | (8,613) | (1,482) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (22,573) | (18,519) |
Merchandise inventories | 80,194 | (30,556) |
Accounts payable | (120,480) | 9,478 |
Net change in other assets and liabilities | (15,858) | 28,904 |
Other, net | 3,678 | 278 |
Cash (used for) provided by operating activities | (60,904) | 18,273 |
Investing activities: | ||
Additions to property and equipment | (11,674) | (7,074) |
Additions to computer software and intangible assets | (2,605) | (7,086) |
Proceeds from sale of property and equipment | 271 | 0 |
Cash used for investing activities | (14,008) | (14,160) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 72,100 | (300) |
Repayments of debt | (12,394) | (3,125) |
Financing costs paid | (4,313) | 0 |
Cash dividends paid | (4,764) | (16,074) |
Other, net | (1,124) | (2,304) |
Cash provided by (used for) financing activities | 49,505 | (21,803) |
Effect of exchange rate changes on cash and cash equivalents | (2,721) | 800 |
Net decrease in cash and cash equivalents | (28,128) | (16,890) |
Cash and cash equivalents at beginning of period | 103,367 | 104,522 |
Cash and cash equivalents at end of period | 75,239 | 87,632 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid, net of refunds | (12,388) | 1,197 |
Interest paid | $ 24,504 | $ 9,661 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Dec. 31, 2017 | 61,476,000 | ||||
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 (loss) | 8,151 | 8,151 | |||
Other comprehensive income | 9,307 | 9,307 | |||
Dividends declared | (16,027) | (16,027) | |||
Share-based compensation expense, exercises and other (in shares) | 336,000 | ||||
Share-based compensation expense, exercises and other | 2,008 | $ 672 | 1,336 | ||
Ending Balance (in shares) at Mar. 31, 2018 | 61,812,000 | ||||
Ending Balance at Mar. 31, 2018 | $ 1,018,918 | $ 123,624 | 228,273 | 682,798 | (15,777) |
Beginning Balance (in shares) at Dec. 31, 2018 | 62,294,000 | 62,294,000 | |||
Beginning Balance at Dec. 31, 2018 | $ 518,419 | $ 124,588 | 238,773 | 200,670 | (45,612) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (14,096) | (14,096) | |||
Other comprehensive income | (6,423) | (6,423) | |||
Dividends declared | (119) | (119) | |||
Share-based compensation expense, exercises and other (in shares) | 642,000 | ||||
Share-based compensation expense, exercises and other | $ 4,058 | $ 1,284 | 2,774 | ||
Ending Balance (in shares) at Mar. 31, 2019 | 62,936,000 | 62,936,000 | |||
Ending Balance at Mar. 31, 2019 | $ 501,839 | $ 125,872 | $ 241,547 | $ 186,455 | $ (52,035) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared, per share (in USD per share) | $ 0.0025 | $ 0.26 |
Common stock, par value (in USD per share) | $ 2 | $ 2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. 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. See Note 15 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, 2019 | |
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). The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On April 30, 2018 (the Closing Date), we completed the acquisition of substantially all of Avanos Medical, Inc.'s (Avanos, previously Halyard Health, Inc.) Surgical and Infection Prevention (S&IP) business, the name “Halyard Health” (and all variations of that name and related intellectual property rights) and its information technology (IT) systems in exchange for $758 million , net of cash acquired. The Halyard 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 is reported as part of the Global Products segment. 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 valuations of certain tangible and intangible assets are still in process. Preliminary Fair Value (1) Differences Between Prior and Current Period Preliminary Fair Value Fair Value Estimated as of Acquisition Date Assets acquired: Current assets $ 330,870 $ — $ 330,870 Goodwill 130,364 — 130,364 Intangible assets 191,230 — 191,230 Other noncurrent assets 218,240 — 218,240 Total assets 870,704 — 870,704 Liabilities assumed: Current liabilities 92,438 — 92,438 Noncurrent liabilities 20,217 — 20,217 Total liabilities 112,655 — 112,655 Fair value of net assets acquired, net of cash $ 758,049 $ — $ 758,049 (1) As previously reported in our 2018 Form 10-K. We are amortizing the preliminary fair value of acquired intangible assets, primarily customer relationships, a trade name and other intellectual property, over their estimated weighted average useful lives of eight to 12 years . Goodwill of $130 million , which we assigned to our Global Products segment, consists largely of expected opportunities to expand into new markets and further develop a presence in the medical products segment. None of the goodwill recognized is expected to be deductible for income tax purposes. The unaudited pro forma results of net revenue for the period ended March 31, 2018 as if Halyard was acquired on January 1, 2018 were $2,582,579 . The pro forma results of net income (loss) and net income (loss) per common share have not been represented because the effects were not material to our historic consolidated financial statements. Accordingly, the pro forma results noted above are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future. |
Financing Receivables and Payab
Financing Receivables and Payables | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Financing Receivables and Payables | Financing Receivables and Payables At March 31, 2019 and December 31, 2018 , we had financing receivables of $209.7 million and $183.3 million , respectively, and related payables of $100.5 million and $100.3 million , respectively, outstanding under our order-to-cash program, 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, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2019 : Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2018 $ 283,905 $ 130,217 $ 414,122 Currency translation adjustments — (887 ) (887 ) Carrying amount of goodwill, March 31, 2019 $ 283,905 $ 129,330 $ 413,235 Intangible assets at March 31, 2019 and December 31, 2018 , were as follows: March 31, 2019 December 31, 2018 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 267,732 $ 97,000 $ 42,724 $ 267,510 $ 97,000 $ 42,930 Accumulated amortization (79,999 ) (10,779 ) (5,424 ) (72,947 ) (8,544 ) (4,185 ) Net intangible assets $ 187,733 $ 86,221 $ 37,300 $ 194,563 $ 88,456 $ 38,745 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years At March 31, 2019 , $102.0 million in net intangible assets were held in the Global Solutions segment and $209.3 million were held in the Global Products segment. Amortization expense for intangible assets was $10.4 million and $6.4 million for the three months ended March 31, 2019 and 2018 , respectively. Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $31.2 million for the remainder of 2019 , $40.7 million for 2020 , $39.0 million for 2021 , $38.1 million for 2022 , $36.9 million for 2023 and $31.6 million for 2024 . |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2019. We elected to use the adoption date as our date of initial application and thus have not restated comparative prior periods. See Note 17 for additional information, including as it relates to the practical expedients. We enter into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one to 20 years . Certain leases include renewal options, generally for five -year increments. The exercise of lease renewal options is at our sole discretion. Our lease terms may include those options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We also lease some of our transportation and material handling equipment for terms generally ranging from three to 10 years . Leases with a term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease asset also includes any lease payments made and excludes lease incentives. The components of lease expense were as follows: Classification Three months ended March 31, 2019 Operating lease cost (1) Distribution, selling and administrative expenses $ 17,437 Finance lease cost: Amortization of lease assets Distribution, selling and administrative expenses 756 Interest on lease liabilities Interest expense, net 334 Total finance lease cost 1,090 Total lease cost $ 18,527 (1) Includes short-term lease and variable lease costs, which are immaterial. Supplemental balance sheet information is as follows: Classification As of March 31, 2019 Assets: Operating lease assets Operating lease assets $ 197,200 Finance lease assets Property and equipment, net 10,921 Total lease assets $ 208,121 Liabilities: Current Operating Other current liabilities $ 44,876 Finance Other current liabilities 2,365 Noncurrent Operating Operating lease liabilities, excluding current portion 155,703 Finance Long-term debt, excluding current portion 12,820 Total lease liabilities $ 215,764 Other information related to leases was as follows: Three months ended March 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating and finance leases $ 16,695 Financing cash flows from finance leases $ 674 Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 5,635 Weighted average remaining lease term (years) Operating leases 6.3 Finance leases 8.3 Weighted average discount rate Operating leases 12.3 % Finance leases 8.9 % Maturities of lease liabilities as of March 31, 2019 were as follows: Operating Leases Finance Leases Total 2019 (remainder) $ 56,059 $ 3,031 $ 59,090 2020 57,703 2,824 60,527 2021 49,044 2,268 51,312 2022 30,612 2,073 32,685 2023 22,120 1,952 24,072 Thereafter 83,122 10,367 93,489 Total lease payments 298,660 22,515 321,175 Less: Interest (98,081 ) (7,330 ) (105,411 ) Present value of lease liabilities $ 200,579 $ 15,185 $ 215,764 At December 31, 2018, future minimum annual payments under non-cancelable lease agreements with original terms in excess of one year, and including payments required under operating leases for facilities we have vacated, were as follows: Total 2019 $ 64,082 2020 53,138 2021 42,480 2022 26,445 2023 19,895 Thereafter 45,708 Total minimum payments $ 251,748 |
Leases | Leases We adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2019. We elected to use the adoption date as our date of initial application and thus have not restated comparative prior periods. See Note 17 for additional information, including as it relates to the practical expedients. We enter into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one to 20 years . Certain leases include renewal options, generally for five -year increments. The exercise of lease renewal options is at our sole discretion. Our lease terms may include those options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We also lease some of our transportation and material handling equipment for terms generally ranging from three to 10 years . Leases with a term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease asset also includes any lease payments made and excludes lease incentives. The components of lease expense were as follows: Classification Three months ended March 31, 2019 Operating lease cost (1) Distribution, selling and administrative expenses $ 17,437 Finance lease cost: Amortization of lease assets Distribution, selling and administrative expenses 756 Interest on lease liabilities Interest expense, net 334 Total finance lease cost 1,090 Total lease cost $ 18,527 (1) Includes short-term lease and variable lease costs, which are immaterial. Supplemental balance sheet information is as follows: Classification As of March 31, 2019 Assets: Operating lease assets Operating lease assets $ 197,200 Finance lease assets Property and equipment, net 10,921 Total lease assets $ 208,121 Liabilities: Current Operating Other current liabilities $ 44,876 Finance Other current liabilities 2,365 Noncurrent Operating Operating lease liabilities, excluding current portion 155,703 Finance Long-term debt, excluding current portion 12,820 Total lease liabilities $ 215,764 Other information related to leases was as follows: Three months ended March 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating and finance leases $ 16,695 Financing cash flows from finance leases $ 674 Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 5,635 Weighted average remaining lease term (years) Operating leases 6.3 Finance leases 8.3 Weighted average discount rate Operating leases 12.3 % Finance leases 8.9 % Maturities of lease liabilities as of March 31, 2019 were as follows: Operating Leases Finance Leases Total 2019 (remainder) $ 56,059 $ 3,031 $ 59,090 2020 57,703 2,824 60,527 2021 49,044 2,268 51,312 2022 30,612 2,073 32,685 2023 22,120 1,952 24,072 Thereafter 83,122 10,367 93,489 Total lease payments 298,660 22,515 321,175 Less: Interest (98,081 ) (7,330 ) (105,411 ) Present value of lease liabilities $ 200,579 $ 15,185 $ 215,764 At December 31, 2018, future minimum annual payments under non-cancelable lease agreements with original terms in excess of one year, and including payments required under operating leases for facilities we have vacated, were as follows: Total 2019 $ 64,082 2020 53,138 2021 42,480 2022 26,445 2023 19,895 Thereafter 45,708 Total minimum payments $ 251,748 Rent expense for all operating leases for the year ended December 31, 2018 was $78.3 million . |
Derivatives (Notes)
Derivatives (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We are directly and indirectly affected by changes in foreign currency, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes. We use a layered hedging program to hedge select anticipated foreign currency cash flows to reduce volatility in cash flows. We account for the designated foreign exchange forward contracts as cash flow hedges. These foreign exchange forward contracts generally have maturities up to 12 months and the counterparties to the transactions are typically large international financial institutions. We pay interest under our Credit Agreement which fluctuates based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates, we entered into interest rate swaps during the third quarter of 2018 whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreements are included in interest expense. We determine the fair value of our foreign currency derivatives and our interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. Our derivatives are over-the-counter instruments with liquid markets. All derivatives are carried at fair value in our consolidated balance sheets in other assets and other liabilities. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items. We enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. We record the change in fair value of derivative instruments and the remeasurement adjustment on the foreign currency denominated asset or liability in acquisition-related and exit and realignment charges for contracts assumed with the Halyard acquisition and in other operating expense, net for all other foreign exchange contracts. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2019: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and 2025 Other assets, net $ — Other liabilities $ 10,969 Foreign currency contracts $ 13,448 June 2019 to December 2019 Other assets, net $ 317 Other liabilities $ — Economic (non-designated) hedges Foreign currency contracts $ 10,610 April 2019 to May 2019 Other assets, net $ 229 Other liabilities $ 13 The following table summarizes the effect of cash flow hedge accounting on our consolidated statement of income for the period ended March 31, 2019: Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Income in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ (4,094 ) Interest expense, net $ (29,101 ) $ (321 ) Foreign currency contracts $ 445 Cost of goods sold $ (2,102,964 ) $ (257 ) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. For the period ended March 31, 2019, we recognized a gain of $0.5 million associated with our economic (non-designated) foreign currency contracts. We were not a party to any derivatives for the period ended March 31, 2018. |
Exit and Realignment Costs
Exit and Realignment Costs | 3 Months Ended |
Mar. 31, 2019 | |
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 includes the 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, 2019 and 2018 were as follows: Three Months Ended March 31, 2019 2018 Global Solutions segment $ 824 $ 2,708 Global Products segment 7 (29 ) Total exit and realignment charges $ 831 $ 2,679 The following table summarizes the activity related to exit and realignment cost and related accruals through March 31, 2019 and 2018 : Total (1) Accrued exit and realignment costs, December 31, 2018 $ 8,214 Provision for exit and realignment activities: Severance 360 Information system restructuring costs 515 Other 83 Change in estimate (127 ) Cash payments (3,079 ) Accrued exit and realignment costs, March 31, 2019 $ 5,966 Accrued exit and realignment costs, December 31, 2017 $ 11,972 Provision for exit and realignment activities: Severance 2,295 Information system restructuring costs 177 Other 230 Change in estimate (23 ) Cash payments (6,886 ) Accrued exit and realignment costs, March 31, 2018 $ 7,765 (1) The accrued exit and realignment costs at March 31, 2019 and 2018 related primarily to accrued information system restructuring costs and accrued severance. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain officers and retirees 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, 2019 and 2018 , were as follows: Three Months Ended 2019 2018 Service cost $ 374 $ 19 Interest cost 600 419 Recognized net actuarial loss 260 522 Net periodic benefit cost $ 1,234 $ 960 Certain of our foreign subsidiaries have health and welfare plans covering substantially all of their respective employees. Our expense for these plans totaled $0.6 million and $0.5 million for the three months ended March 31, 2019 and 2018 , respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: March 31, 2019 December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3.875% Senior Notes, $275 million par value, due September 2021 $ 273,684 $ 219,307 $ 273,577 $ 207,001 4.375% Senior Notes, $275 million par value, due December 2024 273,079 177,298 272,972 174,859 Term A Loans, due July 2022 409,212 409,212 422,422 422,422 Term B Loan, due April 2025 482,201 388,050 483,327 385,284 Revolver 282,200 282,200 210,100 210,100 Finance leases and other 16,777 16,777 18,774 18,774 Total debt 1,737,153 1,492,844 1,681,172 1,418,440 Less current maturities (52,018 ) (52,018 ) (30,590 ) (30,590 ) Long-term debt $ 1,685,135 $ 1,440,826 $ 1,650,582 $ 1,387,850 We have a Credit Agreement (amended February 2019) with a borrowing capacity of $400 million and term loans. The interest rate on our revolving credit facility and Term A loans is based on the Eurocurrency Rate, the Federal Funds Rate or the Prime Rate, plus an adjustment based on our Consolidated Total Leverage Ratio as defined by the Credit Agreement. Our Term B loan accrues interest based on the Eurocurrency Rate, the Federal Funds Rate or the Prime Rate, plus interest rate margin 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). 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 requires us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition. Our credit spread at March 31, 2019 was Eurocurrency Rate plus 3.5% . We also have a Security and Pledge Agreement (the Security Agreement) pursuant to which we granted collateral on behalf of the holders of the 2021 Notes and the 2024 Notes and parties secured on the Credit Agreement (the Secured Parties) including first priority liens and security interests 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. Our Credit Agreement has a “springing maturity date” with respect to the revolving loans and the Term A loans and the Term B loan, if as of the date that is 91 days prior to the maturity date of the Company’s 2021 Notes or the 2024 Notes, respectively, all outstanding amounts owing under the 2021 Notes or the 2024 Notes, respectively, have not been paid in full then the Termination Date (as defined in the Credit Agreement) of the revolving credit facility, Term A loans and Term B loan shall be the date that is 91 days prior to the maturity date of the 2021 Notes. At March 31, 2019, we had letters of credit of $11.7 million outstanding under the Credit Agreement. We also had letters of credit and bank guarantees outstanding for $7.7 million as of March 31, 2019 and December 31, 2018, respectively, which supports certain facilities leased as well as other normal business activities in the United States and Europe. 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, 2019. As of March 31, 2019, scheduled future principal payments of debt were $37.2 million in 2019, $49.6 million in 2020, $324.7 million in 2021, $581.0 million in 2022, $5.0 million in 2023, and $748.8 million thereafter. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 2.2% for the three months ended March 31, 2019, compared to 41.6% in the same quarter of 2018. The decrease in the rate resulted from the mixture of income and losses in jurisdictions in which the company operates, including those of which require a full valuation allowance, and the incremental income tax expense associated with the vesting of restricted stock. The liability for unrecognized tax benefits was $11.2 million at March 31, 2019 and $9.6 million at December 31, 2018. Included in the liability at March 31, 2019 were $3.3 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Net Income per Common Share
Net Income per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 : Three Months Ended (in thousands, except per share data) 2019 2018 Numerator: Net income (loss) $ (14,096 ) $ 8,151 Less: income allocated to unvested restricted shares — (323 ) Net income (loss) attributable to common shareholders - basic and diluted $ (14,096 ) $ 7,828 Denominator: Weighted average shares outstanding - basic and diluted 60,376 59,969 Net income (loss) per share attributable to common shareholders: Basic and diluted $ (0.23 ) $ 0.13 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Our Board of Directors authorized a share repurchase program of up to $100 million of our outstanding common stock to be executed at the discretion of management over a 3 -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. Our Credit Agreement contains restrictions on the amount and timing of share repurchase activity. This includes prohibiting share repurchases should a default under the Credit Agreement exist prior to or immediately after any share repurchases. We did not repurchase any shares of our common stock during the quarters ended March 31, 2019 and 2018. As of March 31, 2019, we have approximately $94.0 million in remaining authorization available under the repurchase program. We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 : Retirement Plans Currency Translation Adjustments Derivatives and Other Total Accumulated other comprehensive income (loss), December 31, 2018 $ (8,146 ) $ (32,551 ) $ (4,915 ) $ (45,612 ) Other comprehensive income (loss) before reclassifications — (4,207 ) (3,649 ) (7,856 ) Income tax — — 808 808 Other comprehensive income (loss) before reclassifications, net of tax — (4,207 ) (2,841 ) (7,048 ) Amounts reclassified from accumulated other comprehensive income (loss) 266 — 578 844 Income tax (69 ) — (150 ) (219 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 197 — 428 625 Other comprehensive income (loss) 197 (4,207 ) (2,413 ) (6,423 ) Accumulated other comprehensive income (loss), March 31, 2019 $ (7,949 ) $ (36,758 ) $ (7,328 ) $ (52,035 ) Retirement Plans Currency Translation Adjustments Derivatives and 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 ) We include amounts reclassified out of accumulated other comprehensive income (loss) related to defined benefit pension plans as a component of net periodic pension cost recorded in distribution, selling and administrative expenses. For the three months ended March 31, 2019 and 2018, we reclassified $0.3 million and $0.5 million , respectively, of actuarial net losses. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
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 manufactures and sources medical surgical products through our production and kitting operations. The Halyard business, acquired on April 30, 2018, is part of Global Products. We evaluate the performance of our segments based on their operating income excluding intangible amortization, 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 and 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, 2019 2018 Net revenue: Segment net revenue Global Solutions $ 2,234,147 $ 2,341,122 Global Products 347,085 121,287 Total segment net revenue 2,581,232 2,462,409 Inter-segment revenue Global Products (119,844 ) (89,830 ) Total inter-segment revenue (119,844 ) (89,830 ) Consolidated net revenue $ 2,461,388 $ 2,372,579 Operating income (loss): Global Solutions $ 21,071 $ 36,759 Global Products 7,724 11,084 Inter-segment eliminations 1,747 (242 ) Intangible amortization (10,361 ) (6,407 ) Acquisition-related and exit and realignment charges (4,990 ) (14,760 ) Other (1) (499 ) (2,217 ) Consolidated operating income $ 14,692 $ 24,217 Depreciation and amortization: Global Solutions $ 16,113 $ 15,781 Global Products 12,607 2,130 Consolidated depreciation and amortization $ 28,720 $ 17,911 Capital expenditures: Global Solutions $ 11,376 $ 13,602 Global Products 2,903 558 Consolidated capital expenditures $ 14,279 $ 14,160 (1) Other consists of 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, 2019 December 31, 2018 Total assets: Global Solutions $ 2,673,148 $ 2,618,759 Global Products 1,133,977 1,051,662 Segment assets 3,807,125 3,670,421 Cash and cash equivalents 75,239 103,367 Consolidated total assets $ 3,882,364 $ 3,773,788 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, 2019 2018 Net revenue: United States $ 2,303,913 $ 2,252,634 International 157,475 119,945 Consolidated net revenue $ 2,461,388 $ 2,372,579 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2019 | |
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. The prior period has been recasted for the change in guarantor structure as a result of the amended Credit Agreement. Three Months Ended March 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,371,809 $ 337,876 $ (248,297 ) $ 2,461,388 Cost of goods sold — 2,101,290 251,419 (249,745 ) 2,102,964 Gross margin — 270,519 86,457 1,448 358,424 Distribution, selling and administrative expenses — 231,591 107,112 — 338,703 Acquisition-related and exit and realignment charges — 4,721 269 — 4,990 Other operating expense, net — (426 ) 465 — 39 Operating income — 34,633 (21,389 ) 1,448 14,692 Interest expense, net 7,488 18,467 3,146 — 29,101 Income (loss) before income taxes (7,488 ) 16,166 (24,535 ) 1,448 (14,409 ) Income tax (benefit) provision (771 ) (816 ) 1,274 — (313 ) Equity in earnings of subsidiaries (7,379 ) (957 ) — 8,336 — Net income (loss) (14,096 ) 16,025 (25,809 ) 9,784 (14,096 ) Other comprehensive income (loss) (6,423 ) (3,393 ) (4,157 ) 7,550 (6,423 ) Comprehensive income (loss) $ (20,519 ) $ 12,632 $ (29,966 ) $ 17,334 $ (20,519 ) Three Months Ended March 31, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 2,228,490 $ 183,637 $ (39,548 ) $ 2,372,579 Cost of goods sold — 1,994,151 93,212 (39,471 ) 2,047,892 Gross margin — 234,339 90,425 (77 ) 324,687 Distribution, selling and administrative expenses (179 ) 196,369 88,171 — 284,361 Acquisition-related and exit and realignment charges — 13,815 945 — 14,760 Other operating expense, net — (583 ) 1,932 — 1,349 Operating income 179 24,738 (623 ) (77 ) 24,217 Interest expense, net 6,741 1,991 1,521 — 10,253 Income (loss) before income taxes (6,562 ) 22,747 (2,144 ) (77 ) 13,964 Income tax (benefit) provision — 4,456 1,357 — 5,813 Equity in earnings of subsidiaries 14,713 150 — (14,863 ) — Net income (loss) 8,151 18,441 (3,501 ) (14,940 ) 8,151 Other comprehensive income (loss) 9,307 9,363 8,921 (18,284 ) 9,307 Comprehensive income (loss) $ 17,458 $ 27,804 $ 5,420 $ (33,224 ) $ 17,458 March 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 5,971 $ 43,611 $ 25,657 $ — $ 75,239 Accounts receivable, net — 887,822 598,948 (643,386 ) 843,384 Merchandise inventories — 980,441 233,425 (3,308 ) 1,210,558 Other current assets 29 99,190 236,846 — 336,065 Total current assets 6,000 2,011,064 1,094,876 (646,694 ) 2,465,246 Property and equipment, net — 197,088 189,047 — 386,135 Operating lease assets 2,768 128,775 65,657 — 197,200 Goodwill — 413,235 — — 413,235 Intangible assets, net — 269,143 42,111 — 311,254 Due from O&M and subsidiaries — 988,509 — (988,509 ) — Advances to and investment in consolidated subsidiaries 1,689,812 88,164 — (1,777,976 ) — Other assets, net — 52,910 56,384 — 109,294 Total assets $ 1,698,580 $ 4,148,888 $ 1,448,075 $ (3,413,179 ) $ 3,882,364 Liabilities and equity Current liabilities Accounts payable $ — $ 1,233,448 $ 411,353 $ (654,113 ) $ 990,688 Accrued payroll and related liabilities — 20,714 20,285 — 40,999 Other current liabilities 5,488 222,202 150,299 — 377,989 Total current liabilities 5,488 1,476,364 581,937 (654,113 ) 1,409,676 Long-term debt, excluding current portion 626,771 1,044,342 14,022 — 1,685,135 Operating lease liabilities, excluding current portion 1,661 108,810 45,232 — 155,703 Due to O&M and subsidiaries 552,974 — 683,403 (1,236,377 ) — Intercompany debt — 1,246,785 322,105 (1,568,890 ) — Deferred income taxes — 16,829 25,315 — 42,144 Other liabilities 9,847 58,994 19,026 — 87,867 Total liabilities 1,196,741 3,952,124 1,691,040 (3,459,380 ) 3,380,525 Equity Common stock 125,872 — — — 125,872 Paid-in capital 241,547 174,614 123,865 (298,479 ) 241,547 Retained earnings (deficit) 186,455 53,802 (345,445 ) 291,643 186,455 Accumulated other comprehensive income (loss) (52,035 ) (31,652 ) (21,385 ) 53,037 (52,035 ) Total equity 501,839 196,764 (242,965 ) 46,201 501,839 Total liabilities and equity $ 1,698,580 $ 4,148,888 $ 1,448,075 $ (3,413,179 ) $ 3,882,364 December 31, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 37,254 $ 5,294 $ 60,819 $ — $ 103,367 Accounts receivable, net — 804,638 482,675 (463,895 ) 823,418 Merchandise inventories — 1,060,083 234,778 (4,758 ) 1,290,103 Other current assets 117 117,163 205,678 (1,268 ) 321,690 Total current assets 37,371 1,987,178 983,950 (469,921 ) 2,538,578 Property and equipment, net — 201,055 185,668 — 386,723 Goodwill — 414,122 — — 414,122 Intangible assets, net — 290,814 30,950 — 321,764 Due from O&M and subsidiaries — 880,901 — (880,901 ) — Advances to and investments in consolidated subsidiaries 1,697,191 93,278 — (1,790,469 ) — Other assets, net 1,788 56,221 54,592 — 112,601 Total assets $ 1,736,350 $ 3,923,569 $ 1,255,160 $ (3,141,291 ) $ 3,773,788 Liabilities and equity Current liabilities Accounts payable $ — $ 1,190,283 $ 394,664 $ (475,358 ) $ 1,109,589 Accrued payroll and related liabilities — 23,071 25,132 — 48,203 Other current liabilities 9,641 161,371 143,207 — 314,219 Total current liabilities 9,641 1,374,725 563,003 (475,358 ) 1,472,011 Long-term debt, excluding current portion 595,856 1,040,664 14,062 — 1,650,582 Due to O&M and subsidiaries 605,558 — 67,900 (673,458 ) — Intercompany debt — 1,246,787 322,101 (1,568,888 ) — Deferred income taxes — 29,288 21,564 — 50,852 Other liabilities 6,876 51,366 23,682 — 81,924 Total liabilities 1,217,931 3,742,830 1,012,312 (2,717,704 ) 3,255,369 Equity Common stock 124,588 — — — 124,588 Paid-in capital 238,773 174,614 583,869 (758,483 ) 238,773 Retained earnings (deficit) 200,670 37,777 (319,636 ) 281,859 200,670 Accumulated other comprehensive income (loss) (45,612 ) (31,652 ) (21,385 ) 53,037 (45,612 ) Total equity 518,419 $ 180,739 242,848 (423,587 ) 518,419 Total liabilities and equity $ 1,736,350 $ 3,923,569 $ 1,255,160 $ (3,141,291 ) $ 3,773,788 Three Months Ended March 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ (14,096 ) $ 16,025 $ (25,809 ) $ 9,784 $ (14,096 ) Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries 7,379 957 — (8,336 ) — Depreciation and amortization — 16,339 12,381 — 28,720 Share-based compensation expense — 4,505 — — 4,505 Provision for losses on accounts receivable — 3,644 (25 ) — 3,619 Deferred income tax expense (benefit) — (4,851 ) (3,762 ) — (8,613 ) Changes in operating assets and liabilities: Accounts receivable — (86,828 ) (115,237 ) 179,492 (22,573 ) Merchandise inventories — 79,642 2,001 (1,449 ) 80,194 Accounts payable — 43,165 15,105 (178,750 ) (120,480 ) Net change in other assets and liabilities (2,276 ) 56,354 (69,195 ) (741 ) (15,858 ) Other, net 213 3,483 (18 ) — 3,678 Cash (used for) provided by operating activities (8,780 ) 132,435 (184,559 ) — (60,904 ) Investing activities: Additions to property and equipment — (3,666 ) (8,008 ) — (11,674 ) Additions to computer software and intangible assets — (2,124 ) (481 ) — (2,605 ) Proceeds from sale of property and equipment — — 271 — 271 Cash used for investing activities — (5,790 ) (8,218 ) — (14,008 ) Financing activities: Borrowing (repayments) under revolving credit facility — 72,100 — — 72,100 Repayment of debt — (12,394 ) — — (12,394 ) Financing costs paid — (4,313 ) — — (4,313 ) Change in intercompany advances (17,292 ) (143,485 ) 160,777 — — Cash dividends paid (4,764 ) — — — (4,764 ) Other, net (447 ) (236 ) (441 ) — (1,124 ) Cash provided by (used for) financing activities (22,503 ) (88,328 ) 160,336 — 49,505 Effect of exchange rate changes on cash and cash equivalents — — (2,721 ) — (2,721 ) Net increase (decrease) in cash and cash equivalents (31,283 ) 38,317 (35,162 ) — (28,128 ) Cash and cash equivalents at beginning of period 37,254 5,294 60,819 — 103,367 Cash and cash equivalents at end of period $ 5,971 $ 43,611 $ 25,657 $ — $ 75,239 Three Months Ended March 31, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 8,151 $ 18,441 $ (3,501 ) $ (14,940 ) $ 8,151 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (14,713 ) (150 ) — 14,863 — Depreciation and amortization — 11,207 6,704 — 17,911 Share-based compensation expense — 3,035 — — 3,035 Provision for losses on accounts receivable — 1,219 (146 ) — 1,073 Deferred income tax expense (benefit) — (1,453 ) (29 ) — (1,482 ) Changes in operating assets and liabilities: Accounts receivable — (60,302 ) 41,636 147 (18,519 ) Merchandise inventories — (29,606 ) (1,026 ) 76 (30,556 ) Accounts payable — 13,696 (4,078 ) (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 (used for) provided by operating activities (6,191 ) (11,805 ) 36,269 — 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 used for investing activities — (11,925 ) (2,235 ) — (14,160 ) Financing activities: Borrowings (repayments) under revolving credit facility — (300 ) — — (300 ) Repayment of debt — (3,125 ) — — (3,125 ) Change in intercompany advances 22,949 22,151 (45,100 ) — — Cash dividends paid (16,074 ) — — — (16,074 ) Other, net (1,113 ) (421 ) (770 ) — (2,304 ) Cash provided by (used for) financing activities 5,762 18,305 (45,870 ) — (21,803 ) Effect of exchange rate changes on cash and cash equivalents — — 800 — 800 Net increase (decrease) in cash and cash equivalents (429 ) (5,425 ) (11,036 ) — (16,890 ) Cash and cash equivalents at beginning of period 13,700 11,080 79,742 — 104,522 Cash and cash equivalents at end of period $ 13,271 $ 5,655 $ 68,706 $ — $ 87,632 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . ASU No. 2017-12 is intended to simplify the application of hedge accounting and provide increased transparency as to the scope and results of hedging programs. For calendar year-end entities, the update will be effective for annual periods beginning January 1, 2019, and interim periods within those fiscal years. The Company adopted ASU No. 2017-12 effective beginning January 1, 2019. Its adoption did not have a material impact on our consolidated financial statements. On February 14, 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU No. 2018-02 allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income (loss) to retained earnings. ASU No. 2018-02 was effective for the Company on January 1, 2019 and we elected not to reclassify income tax effects due to the Act from accumulated other comprehensive income (loss) to retained earnings on the consolidated balance sheets in the period of adoption. We adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2019. We elected to use the adoption date as our date of initial application and thus have not restated comparative prior periods. We elected the ‘package of practical expedients’, which permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs under the new standard. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize right-of-use assets or lease liabilities, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. The adoption of the new standard resulted in the recording of operating lease assets and lease liabilities of approximately $197 million and $201 million , respectively, as of January 1, 2019. The standard did not materially impact our consolidated net income and had no impact on cash flows. 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, 2018 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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. |
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. |
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 manufactures and sources medical surgical products through our production and kitting operations. The Halyard business, acquired on April 30, 2018, is part of Global Products. We evaluate the performance of our segments based on their operating income excluding intangible amortization, 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 and not meaningful. We believe all inter-segment sales are at prices that approximate market. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of estimated fair value of assets acquired and liabilities assumed recognized | 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 valuations of certain tangible and intangible assets are still in process. Preliminary Fair Value (1) Differences Between Prior and Current Period Preliminary Fair Value Fair Value Estimated as of Acquisition Date Assets acquired: Current assets $ 330,870 $ — $ 330,870 Goodwill 130,364 — 130,364 Intangible assets 191,230 — 191,230 Other noncurrent assets 218,240 — 218,240 Total assets 870,704 — 870,704 Liabilities assumed: Current liabilities 92,438 — 92,438 Noncurrent liabilities 20,217 — 20,217 Total liabilities 112,655 — 112,655 Fair value of net assets acquired, net of cash $ 758,049 $ — $ 758,049 (1) As previously reported in our 2018 Form 10-K. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 : Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2018 $ 283,905 $ 130,217 $ 414,122 Currency translation adjustments — (887 ) (887 ) Carrying amount of goodwill, March 31, 2019 $ 283,905 $ 129,330 $ 413,235 |
Intangible Assets | Intangible assets at March 31, 2019 and December 31, 2018 , were as follows: March 31, 2019 December 31, 2018 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 267,732 $ 97,000 $ 42,724 $ 267,510 $ 97,000 $ 42,930 Accumulated amortization (79,999 ) (10,779 ) (5,424 ) (72,947 ) (8,544 ) (4,185 ) Net intangible assets $ 187,733 $ 86,221 $ 37,300 $ 194,563 $ 88,456 $ 38,745 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Classification Three months ended March 31, 2019 Operating lease cost (1) Distribution, selling and administrative expenses $ 17,437 Finance lease cost: Amortization of lease assets Distribution, selling and administrative expenses 756 Interest on lease liabilities Interest expense, net 334 Total finance lease cost 1,090 Total lease cost $ 18,527 (1) Includes short-term lease and variable lease costs, which are immaterial. |
Lease, Supplemental Balance Sheet Information | Supplemental balance sheet information is as follows: Classification As of March 31, 2019 Assets: Operating lease assets Operating lease assets $ 197,200 Finance lease assets Property and equipment, net 10,921 Total lease assets $ 208,121 Liabilities: Current Operating Other current liabilities $ 44,876 Finance Other current liabilities 2,365 Noncurrent Operating Operating lease liabilities, excluding current portion 155,703 Finance Long-term debt, excluding current portion 12,820 Total lease liabilities $ 215,764 |
Lease, Supplemental Cash Flow Information | Other information related to leases was as follows: Three months ended March 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating and finance leases $ 16,695 Financing cash flows from finance leases $ 674 Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 5,635 Weighted average remaining lease term (years) Operating leases 6.3 Finance leases 8.3 Weighted average discount rate Operating leases 12.3 % Finance leases 8.9 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of March 31, 2019 were as follows: Operating Leases Finance Leases Total 2019 (remainder) $ 56,059 $ 3,031 $ 59,090 2020 57,703 2,824 60,527 2021 49,044 2,268 51,312 2022 30,612 2,073 32,685 2023 22,120 1,952 24,072 Thereafter 83,122 10,367 93,489 Total lease payments 298,660 22,515 321,175 Less: Interest (98,081 ) (7,330 ) (105,411 ) Present value of lease liabilities $ 200,579 $ 15,185 $ 215,764 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of March 31, 2019 were as follows: Operating Leases Finance Leases Total 2019 (remainder) $ 56,059 $ 3,031 $ 59,090 2020 57,703 2,824 60,527 2021 49,044 2,268 51,312 2022 30,612 2,073 32,685 2023 22,120 1,952 24,072 Thereafter 83,122 10,367 93,489 Total lease payments 298,660 22,515 321,175 Less: Interest (98,081 ) (7,330 ) (105,411 ) Present value of lease liabilities $ 200,579 $ 15,185 $ 215,764 |
Schedule of Future Minimum Rental Payments for Operating Leases | At December 31, 2018, future minimum annual payments under non-cancelable lease agreements with original terms in excess of one year, and including payments required under operating leases for facilities we have vacated, were as follows: Total 2019 $ 64,082 2020 53,138 2021 42,480 2022 26,445 2023 19,895 Thereafter 45,708 Total minimum payments $ 251,748 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2019: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and 2025 Other assets, net $ — Other liabilities $ 10,969 Foreign currency contracts $ 13,448 June 2019 to December 2019 Other assets, net $ 317 Other liabilities $ — Economic (non-designated) hedges Foreign currency contracts $ 10,610 April 2019 to May 2019 Other assets, net $ 229 Other liabilities $ 13 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table summarizes the effect of cash flow hedge accounting on our consolidated statement of income for the period ended March 31, 2019: Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Income in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ (4,094 ) Interest expense, net $ (29,101 ) $ (321 ) Foreign currency contracts $ 445 Cost of goods sold $ (2,102,964 ) $ (257 ) |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Exit Costs | Exit and realignment charges by segment for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended March 31, 2019 2018 Global Solutions segment $ 824 $ 2,708 Global Products segment 7 (29 ) Total exit and realignment charges $ 831 $ 2,679 |
Schedule of Restructuring and Related Costs Accrual Activity | The following table summarizes the activity related to exit and realignment cost and related accruals through March 31, 2019 and 2018 : Total (1) Accrued exit and realignment costs, December 31, 2018 $ 8,214 Provision for exit and realignment activities: Severance 360 Information system restructuring costs 515 Other 83 Change in estimate (127 ) Cash payments (3,079 ) Accrued exit and realignment costs, March 31, 2019 $ 5,966 Accrued exit and realignment costs, December 31, 2017 $ 11,972 Provision for exit and realignment activities: Severance 2,295 Information system restructuring costs 177 Other 230 Change in estimate (23 ) Cash payments (6,886 ) Accrued exit and realignment costs, March 31, 2018 $ 7,765 (1) The accrued exit and realignment costs at March 31, 2019 and 2018 related primarily to accrued information system restructuring costs and accrued severance. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 , were as follows: Three Months Ended 2019 2018 Service cost $ 374 $ 19 Interest cost 600 419 Recognized net actuarial loss 260 522 Net periodic benefit cost $ 1,234 $ 960 |
Debt - (Tables)
Debt - (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following: March 31, 2019 December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3.875% Senior Notes, $275 million par value, due September 2021 $ 273,684 $ 219,307 $ 273,577 $ 207,001 4.375% Senior Notes, $275 million par value, due December 2024 273,079 177,298 272,972 174,859 Term A Loans, due July 2022 409,212 409,212 422,422 422,422 Term B Loan, due April 2025 482,201 388,050 483,327 385,284 Revolver 282,200 282,200 210,100 210,100 Finance leases and other 16,777 16,777 18,774 18,774 Total debt 1,737,153 1,492,844 1,681,172 1,418,440 Less current maturities (52,018 ) (52,018 ) (30,590 ) (30,590 ) Long-term debt $ 1,685,135 $ 1,440,826 $ 1,650,582 $ 1,387,850 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 : Three Months Ended (in thousands, except per share data) 2019 2018 Numerator: Net income (loss) $ (14,096 ) $ 8,151 Less: income allocated to unvested restricted shares — (323 ) Net income (loss) attributable to common shareholders - basic and diluted $ (14,096 ) $ 7,828 Denominator: Weighted average shares outstanding - basic and diluted 60,376 59,969 Net income (loss) per share attributable to common shareholders: Basic and diluted $ (0.23 ) $ 0.13 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 : Retirement Plans Currency Translation Adjustments Derivatives and Other Total Accumulated other comprehensive income (loss), December 31, 2018 $ (8,146 ) $ (32,551 ) $ (4,915 ) $ (45,612 ) Other comprehensive income (loss) before reclassifications — (4,207 ) (3,649 ) (7,856 ) Income tax — — 808 808 Other comprehensive income (loss) before reclassifications, net of tax — (4,207 ) (2,841 ) (7,048 ) Amounts reclassified from accumulated other comprehensive income (loss) 266 — 578 844 Income tax (69 ) — (150 ) (219 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 197 — 428 625 Other comprehensive income (loss) 197 (4,207 ) (2,413 ) (6,423 ) Accumulated other comprehensive income (loss), March 31, 2019 $ (7,949 ) $ (36,758 ) $ (7,328 ) $ (52,035 ) Retirement Plans Currency Translation Adjustments Derivatives and 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 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables present financial information by segment: Three Months Ended March 31, 2019 2018 Net revenue: Segment net revenue Global Solutions $ 2,234,147 $ 2,341,122 Global Products 347,085 121,287 Total segment net revenue 2,581,232 2,462,409 Inter-segment revenue Global Products (119,844 ) (89,830 ) Total inter-segment revenue (119,844 ) (89,830 ) Consolidated net revenue $ 2,461,388 $ 2,372,579 Operating income (loss): Global Solutions $ 21,071 $ 36,759 Global Products 7,724 11,084 Inter-segment eliminations 1,747 (242 ) Intangible amortization (10,361 ) (6,407 ) Acquisition-related and exit and realignment charges (4,990 ) (14,760 ) Other (1) (499 ) (2,217 ) Consolidated operating income $ 14,692 $ 24,217 Depreciation and amortization: Global Solutions $ 16,113 $ 15,781 Global Products 12,607 2,130 Consolidated depreciation and amortization $ 28,720 $ 17,911 Capital expenditures: Global Solutions $ 11,376 $ 13,602 Global Products 2,903 558 Consolidated capital expenditures $ 14,279 $ 14,160 (1) Other consists of 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, 2019 December 31, 2018 Total assets: Global Solutions $ 2,673,148 $ 2,618,759 Global Products 1,133,977 1,051,662 Segment assets 3,807,125 3,670,421 Cash and cash equivalents 75,239 103,367 Consolidated total assets $ 3,882,364 $ 3,773,788 |
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, 2019 2018 Net revenue: United States $ 2,303,913 $ 2,252,634 International 157,475 119,945 Consolidated net revenue $ 2,461,388 $ 2,372,579 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Statement Of Income | Three Months Ended March 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,371,809 $ 337,876 $ (248,297 ) $ 2,461,388 Cost of goods sold — 2,101,290 251,419 (249,745 ) 2,102,964 Gross margin — 270,519 86,457 1,448 358,424 Distribution, selling and administrative expenses — 231,591 107,112 — 338,703 Acquisition-related and exit and realignment charges — 4,721 269 — 4,990 Other operating expense, net — (426 ) 465 — 39 Operating income — 34,633 (21,389 ) 1,448 14,692 Interest expense, net 7,488 18,467 3,146 — 29,101 Income (loss) before income taxes (7,488 ) 16,166 (24,535 ) 1,448 (14,409 ) Income tax (benefit) provision (771 ) (816 ) 1,274 — (313 ) Equity in earnings of subsidiaries (7,379 ) (957 ) — 8,336 — Net income (loss) (14,096 ) 16,025 (25,809 ) 9,784 (14,096 ) Other comprehensive income (loss) (6,423 ) (3,393 ) (4,157 ) 7,550 (6,423 ) Comprehensive income (loss) $ (20,519 ) $ 12,632 $ (29,966 ) $ 17,334 $ (20,519 ) Three Months Ended March 31, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 2,228,490 $ 183,637 $ (39,548 ) $ 2,372,579 Cost of goods sold — 1,994,151 93,212 (39,471 ) 2,047,892 Gross margin — 234,339 90,425 (77 ) 324,687 Distribution, selling and administrative expenses (179 ) 196,369 88,171 — 284,361 Acquisition-related and exit and realignment charges — 13,815 945 — 14,760 Other operating expense, net — (583 ) 1,932 — 1,349 Operating income 179 24,738 (623 ) (77 ) 24,217 Interest expense, net 6,741 1,991 1,521 — 10,253 Income (loss) before income taxes (6,562 ) 22,747 (2,144 ) (77 ) 13,964 Income tax (benefit) provision — 4,456 1,357 — 5,813 Equity in earnings of subsidiaries 14,713 150 — (14,863 ) — Net income (loss) 8,151 18,441 (3,501 ) (14,940 ) 8,151 Other comprehensive income (loss) 9,307 9,363 8,921 (18,284 ) 9,307 Comprehensive income (loss) $ 17,458 $ 27,804 $ 5,420 $ (33,224 ) $ 17,458 |
Condensed Consolidating Balance Sheets | March 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 5,971 $ 43,611 $ 25,657 $ — $ 75,239 Accounts receivable, net — 887,822 598,948 (643,386 ) 843,384 Merchandise inventories — 980,441 233,425 (3,308 ) 1,210,558 Other current assets 29 99,190 236,846 — 336,065 Total current assets 6,000 2,011,064 1,094,876 (646,694 ) 2,465,246 Property and equipment, net — 197,088 189,047 — 386,135 Operating lease assets 2,768 128,775 65,657 — 197,200 Goodwill — 413,235 — — 413,235 Intangible assets, net — 269,143 42,111 — 311,254 Due from O&M and subsidiaries — 988,509 — (988,509 ) — Advances to and investment in consolidated subsidiaries 1,689,812 88,164 — (1,777,976 ) — Other assets, net — 52,910 56,384 — 109,294 Total assets $ 1,698,580 $ 4,148,888 $ 1,448,075 $ (3,413,179 ) $ 3,882,364 Liabilities and equity Current liabilities Accounts payable $ — $ 1,233,448 $ 411,353 $ (654,113 ) $ 990,688 Accrued payroll and related liabilities — 20,714 20,285 — 40,999 Other current liabilities 5,488 222,202 150,299 — 377,989 Total current liabilities 5,488 1,476,364 581,937 (654,113 ) 1,409,676 Long-term debt, excluding current portion 626,771 1,044,342 14,022 — 1,685,135 Operating lease liabilities, excluding current portion 1,661 108,810 45,232 — 155,703 Due to O&M and subsidiaries 552,974 — 683,403 (1,236,377 ) — Intercompany debt — 1,246,785 322,105 (1,568,890 ) — Deferred income taxes — 16,829 25,315 — 42,144 Other liabilities 9,847 58,994 19,026 — 87,867 Total liabilities 1,196,741 3,952,124 1,691,040 (3,459,380 ) 3,380,525 Equity Common stock 125,872 — — — 125,872 Paid-in capital 241,547 174,614 123,865 (298,479 ) 241,547 Retained earnings (deficit) 186,455 53,802 (345,445 ) 291,643 186,455 Accumulated other comprehensive income (loss) (52,035 ) (31,652 ) (21,385 ) 53,037 (52,035 ) Total equity 501,839 196,764 (242,965 ) 46,201 501,839 Total liabilities and equity $ 1,698,580 $ 4,148,888 $ 1,448,075 $ (3,413,179 ) $ 3,882,364 December 31, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 37,254 $ 5,294 $ 60,819 $ — $ 103,367 Accounts receivable, net — 804,638 482,675 (463,895 ) 823,418 Merchandise inventories — 1,060,083 234,778 (4,758 ) 1,290,103 Other current assets 117 117,163 205,678 (1,268 ) 321,690 Total current assets 37,371 1,987,178 983,950 (469,921 ) 2,538,578 Property and equipment, net — 201,055 185,668 — 386,723 Goodwill — 414,122 — — 414,122 Intangible assets, net — 290,814 30,950 — 321,764 Due from O&M and subsidiaries — 880,901 — (880,901 ) — Advances to and investments in consolidated subsidiaries 1,697,191 93,278 — (1,790,469 ) — Other assets, net 1,788 56,221 54,592 — 112,601 Total assets $ 1,736,350 $ 3,923,569 $ 1,255,160 $ (3,141,291 ) $ 3,773,788 Liabilities and equity Current liabilities Accounts payable $ — $ 1,190,283 $ 394,664 $ (475,358 ) $ 1,109,589 Accrued payroll and related liabilities — 23,071 25,132 — 48,203 Other current liabilities 9,641 161,371 143,207 — 314,219 Total current liabilities 9,641 1,374,725 563,003 (475,358 ) 1,472,011 Long-term debt, excluding current portion 595,856 1,040,664 14,062 — 1,650,582 Due to O&M and subsidiaries 605,558 — 67,900 (673,458 ) — Intercompany debt — 1,246,787 322,101 (1,568,888 ) — Deferred income taxes — 29,288 21,564 — 50,852 Other liabilities 6,876 51,366 23,682 — 81,924 Total liabilities 1,217,931 3,742,830 1,012,312 (2,717,704 ) 3,255,369 Equity Common stock 124,588 — — — 124,588 Paid-in capital 238,773 174,614 583,869 (758,483 ) 238,773 Retained earnings (deficit) 200,670 37,777 (319,636 ) 281,859 200,670 Accumulated other comprehensive income (loss) (45,612 ) (31,652 ) (21,385 ) 53,037 (45,612 ) Total equity 518,419 $ 180,739 242,848 (423,587 ) 518,419 Total liabilities and equity $ 1,736,350 $ 3,923,569 $ 1,255,160 $ (3,141,291 ) $ 3,773,788 |
Condensed Consolidating Statement Of Cash Flows | Three Months Ended March 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ (14,096 ) $ 16,025 $ (25,809 ) $ 9,784 $ (14,096 ) Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries 7,379 957 — (8,336 ) — Depreciation and amortization — 16,339 12,381 — 28,720 Share-based compensation expense — 4,505 — — 4,505 Provision for losses on accounts receivable — 3,644 (25 ) — 3,619 Deferred income tax expense (benefit) — (4,851 ) (3,762 ) — (8,613 ) Changes in operating assets and liabilities: Accounts receivable — (86,828 ) (115,237 ) 179,492 (22,573 ) Merchandise inventories — 79,642 2,001 (1,449 ) 80,194 Accounts payable — 43,165 15,105 (178,750 ) (120,480 ) Net change in other assets and liabilities (2,276 ) 56,354 (69,195 ) (741 ) (15,858 ) Other, net 213 3,483 (18 ) — 3,678 Cash (used for) provided by operating activities (8,780 ) 132,435 (184,559 ) — (60,904 ) Investing activities: Additions to property and equipment — (3,666 ) (8,008 ) — (11,674 ) Additions to computer software and intangible assets — (2,124 ) (481 ) — (2,605 ) Proceeds from sale of property and equipment — — 271 — 271 Cash used for investing activities — (5,790 ) (8,218 ) — (14,008 ) Financing activities: Borrowing (repayments) under revolving credit facility — 72,100 — — 72,100 Repayment of debt — (12,394 ) — — (12,394 ) Financing costs paid — (4,313 ) — — (4,313 ) Change in intercompany advances (17,292 ) (143,485 ) 160,777 — — Cash dividends paid (4,764 ) — — — (4,764 ) Other, net (447 ) (236 ) (441 ) — (1,124 ) Cash provided by (used for) financing activities (22,503 ) (88,328 ) 160,336 — 49,505 Effect of exchange rate changes on cash and cash equivalents — — (2,721 ) — (2,721 ) Net increase (decrease) in cash and cash equivalents (31,283 ) 38,317 (35,162 ) — (28,128 ) Cash and cash equivalents at beginning of period 37,254 5,294 60,819 — 103,367 Cash and cash equivalents at end of period $ 5,971 $ 43,611 $ 25,657 $ — $ 75,239 Three Months Ended March 31, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 8,151 $ 18,441 $ (3,501 ) $ (14,940 ) $ 8,151 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (14,713 ) (150 ) — 14,863 — Depreciation and amortization — 11,207 6,704 — 17,911 Share-based compensation expense — 3,035 — — 3,035 Provision for losses on accounts receivable — 1,219 (146 ) — 1,073 Deferred income tax expense (benefit) — (1,453 ) (29 ) — (1,482 ) Changes in operating assets and liabilities: Accounts receivable — (60,302 ) 41,636 147 (18,519 ) Merchandise inventories — (29,606 ) (1,026 ) 76 (30,556 ) Accounts payable — 13,696 (4,078 ) (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 (used for) provided by operating activities (6,191 ) (11,805 ) 36,269 — 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 used for investing activities — (11,925 ) (2,235 ) — (14,160 ) Financing activities: Borrowings (repayments) under revolving credit facility — (300 ) — — (300 ) Repayment of debt — (3,125 ) — — (3,125 ) Change in intercompany advances 22,949 22,151 (45,100 ) — — Cash dividends paid (16,074 ) — — — (16,074 ) Other, net (1,113 ) (421 ) (770 ) — (2,304 ) Cash provided by (used for) financing activities 5,762 18,305 (45,870 ) — (21,803 ) Effect of exchange rate changes on cash and cash equivalents — — 800 — 800 Net increase (decrease) in cash and cash equivalents (429 ) (5,425 ) (11,036 ) — (16,890 ) Cash and cash equivalents at beginning of period 13,700 11,080 79,742 — 104,522 Cash and cash equivalents at end of period $ 13,271 $ 5,655 $ 68,706 $ — $ 87,632 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Jan. 01, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 413,235 | $ 414,122 | ||
Halyard's Health And IT System | ||||
Business Acquisition [Line Items] | ||||
Combined consideration, net of cash acquired | $ 758,000 | |||
Goodwill | $ 130,000 | $ 130,364 | ||
Business Acquisition, Pro Forma Revenue | $ 2,582,579 | |||
Halyard's Health And IT System | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||
Halyard's Health And IT System | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years |
Acquisitions - Allocation of pu
Acquisitions - Allocation of purchase price (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | Aug. 01, 2017 |
Assets acquired: | ||||
Goodwill | $ 413,235 | $ 414,122 | ||
Halyard's Health And IT System | ||||
Assets acquired: | ||||
Current assets | 330,870 | |||
Goodwill | 130,364 | $ 130,000 | ||
Intangible assets | 191,230 | |||
Other noncurrent assets | 218,240 | |||
Total assets | 870,704 | |||
Liabilities assumed: | ||||
Current liabilities | 92,438 | |||
Noncurrent liabilities | 20,217 | |||
Total liabilities | 112,655 | |||
Fair value of net assets acquired, net of cash | 758,049 | |||
Preliminary Fair Value Originally Estimated as of Acquisition Date | Halyard's Health And IT System | ||||
Assets acquired: | ||||
Current assets | $ 330,870 | |||
Goodwill | 130,364 | |||
Intangible assets | 191,230 | |||
Other noncurrent assets | 218,240 | |||
Total assets | 870,704 | |||
Liabilities assumed: | ||||
Current liabilities | 92,438 | |||
Noncurrent liabilities | 20,217 | |||
Total liabilities | 112,655 | |||
Fair value of net assets acquired, net of cash | $ 758,049 | |||
Differences Between Prior and Current Period Preliminary Fair Value | Halyard's Health And IT System | ||||
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 Pay_2
Financing Receivables and Payables - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Financing Receivables [Line Items] | ||
Other current liabilities | $ 377,989 | $ 314,219 |
Other Current Assets | ||
Financing Receivables [Line Items] | ||
Other current assets | 209,700 | 183,300 |
Other Current Liabilities | ||
Financing Receivables [Line Items] | ||
Other current liabilities | $ 100,500 | $ 100,300 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2018 | $ 414,122 |
Currency translation adjustments | (887) |
Carrying amount of goodwill, March 31, 2019 | 413,235 |
Global Solutions | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2018 | 283,905 |
Currency translation adjustments | 0 |
Carrying amount of goodwill, March 31, 2019 | 283,905 |
Global Products | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2018 | 130,217 |
Currency translation adjustments | (887) |
Carrying amount of goodwill, March 31, 2019 | $ 129,330 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 311,254 | $ 321,764 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 267,732 | 267,510 |
Accumulated amortization | (79,999) | (72,947) |
Net intangible assets | $ 187,733 | $ 194,563 |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 97,000 | $ 97,000 |
Accumulated amortization | (10,779) | (8,544) |
Net intangible assets | $ 86,221 | $ 88,456 |
Finite-Lived Intangible Asset, Useful Life | 11 years | 11 years |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 42,724 | $ 42,930 |
Accumulated amortization | (5,424) | (4,185) |
Net intangible assets | $ 37,300 | $ 38,745 |
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 311,254 | $ 321,764 | |
Amortization expense for intangible assets | 10,400 | $ 6,400 | |
Estimated amortization expense for the remainder of 2019 | 31,200 | ||
Estimated amortization expense for 2020 | 40,700 | ||
Estimated amortization expense for 2021 | 39,000 | ||
Estimated amortization expense for 2022 | 38,100 | ||
Estimated amortization expense for 2023 | 36,900 | ||
Estimated amortization expense for 2024 | 31,600 | ||
Global Solutions | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | 102,000 | ||
Global Products | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 209,300 |
Leases Narrative (Details)
Leases Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, renewal term | 5 years | |
Rent expense, net | $ 78.3 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, term of contract | 12 months | |
Transportation And Material Handling Equipment [Member] | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessor, operating lease, term of contract | 3 years | |
Transportation And Material Handling Equipment [Member] | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessor, operating lease, term of contract | 10 years | |
Office and Warehouse Facilities [Member] | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, term of contract | 1 year | |
Office and Warehouse Facilities [Member] | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, term of contract | 20 years |
Leases Components of Lease Expe
Leases Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 17,437 |
Finance lease cost: | |
Amortization of lease assets | 756 |
Interest on lease liabilities | 334 |
Total finance lease cost | 1,090 |
Total lease cost | $ 18,527 |
Leases Supplemental balance she
Leases Supplemental balance sheet information (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Assets | |
Operating lease assets | $ 197,200 |
Finance lease assets | 10,921 |
Total lease assets | 208,121 |
Current | |
Operating | 44,876 |
Finance | 2,365 |
Noncurrent | |
Operating | 155,703 |
Finance | 12,820 |
Present value of lease liabilities | $ 215,764 |
Leases Supplemental cash flow i
Leases Supplemental cash flow information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating and finance leases | $ 16,695 |
Financing cash flows from finance leases | 674 |
Right-of-use assets obtained in exchange for new operating and finance lease liabilities | $ 5,635 |
Operating lease, weighted average remaining lease term (years) | 6 years 3 months 18 days |
Finance lease, weighted average remaining lease term (years) | 8 years 3 months 18 days |
Lessee, operating lease, discount rate (percentage) | 12.30% |
Lessee, finance lease, discount rate (percentage) | 8.90% |
Leases Maturities of lease liab
Leases Maturities of lease liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 56,059 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 57,703 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 49,044 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 30,612 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 22,120 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 83,122 |
Lessee, Operating Lease, Liability, Payments, Due | 298,660 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (98,081) |
Operating lease liabilities | 200,579 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
Finance Lease, Liability, Payments, Remainder of Fiscal Year | 3,031 |
Finance Lease, Liability, Payments, Due Year Two | 2,824 |
Finance Lease, Liability, Payments, Due Year Three | 2,268 |
Finance Lease, Liability, Payments, Due Year Four | 2,073 |
Finance Lease, Liability, Payments, Due Year Five | 1,952 |
Finance Lease, Liability, Payments, Due after Year Five | 10,367 |
Finance Lease, Liability, Payments, Due | 22,515 |
Finance Lease, Liability, Undiscounted Excess Amount | (7,330) |
Finance leases and other | 15,185 |
Operating Lease And Finance Lease Liabilities, Payments Due [Abstract] | |
2019 (remainder) | 59,090 |
2020 | 60,527 |
2021 | 51,312 |
2022 | 32,685 |
2023 | 24,072 |
Thereafter | 93,489 |
Total lease payments | 321,175 |
Less: Interest | 105,411 |
Present value of lease liabilities | $ 215,764 |
Leases Future minimum annual pa
Leases Future minimum annual payments under non-cancelable lease agreements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 64,082 |
2020 | 53,138 |
2021 | 42,480 |
2022 | 26,445 |
2023 | 19,895 |
Thereafter | 45,708 |
Total minimum payments | $ 251,748 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Foreign Exchange Contract $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Designated as Hedging Instrument | Cash Flow Hedging | |
Derivative [Line Items] | |
Derivative, term of contract | 12 months |
Not Designated as Hedging Instrument, Economic Hedge | |
Derivative [Line Items] | |
Derivative, gain on derivative | $ 0.5 |
Derivatives - Summary of the te
Derivatives - Summary of the terms and fair value of our outstanding derivative financial instruments (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 450,000 | |
Designated as Hedging Instrument | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Notional Amount | 13,448 | |
Not Designated as Hedging Instrument, Economic Hedge | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Notional Amount | $ 10,610 | |
Other assets, net | Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative Assets | $ 0 | |
Derivative Liabilities | 10,969 | |
Other assets, net | Designated as Hedging Instrument | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Derivative Assets | 317 | |
Derivative Liabilities | 0 | |
Other assets, net | Not Designated as Hedging Instrument, Economic Hedge | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Derivative Assets | 229 | |
Derivative Liabilities | $ 13 |
Derivatives - Summary of the ef
Derivatives - Summary of the effect of cash flow hedge (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Interest Rate Swap | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | $ (4,094) |
Foreign Exchange Contract | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | 445 |
Interest expense, net | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | (29,101) |
Interest expense, net | Reclassification out of Accumulated Other Comprehensive Income | Interest Rate Swap | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | (321) |
Cost of goods sold | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | (2,102,964) |
Cost of goods sold | Reclassification out of Accumulated Other Comprehensive Income | Foreign Exchange Contract | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ (257) |
Exit and Realignment Costs - Ad
Exit and Realignment Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 831 | $ 2,679 |
Global Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | 824 | 2,708 |
Global Products | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 7 | $ (29) |
Exit and Realignment Costs - Ac
Exit and Realignment Costs - Accrual for Exit and Realignment Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total (1) | ||
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment costs, beginning of period | $ 8,214 | $ 11,972 |
Provision for exit and realignment activities: | 360 | 2,295 |
Change in estimate | (127) | (23) |
Cash payments | (3,079) | (6,886) |
Accrued exit and realignment costs, end of period | 5,966 | 7,765 |
Information system restructuring costs | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | 515 | 177 |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | $ 83 | $ 230 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost (Detail) - Domestic Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 374 | $ 19 |
Interest cost | 600 | 419 |
Recognized net actuarial loss | 260 | 522 |
Net periodic benefit cost | $ 1,234 | $ 960 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Other Postretirement Benefits Expense (Reversal of Expense), Noncash | $ 0.6 | $ 0.5 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt, excluding current portion | $ 1,685,135 | $ 1,650,582 |
Senior Notes | 3.875% Senior Notes, $275 million par value, due September 2021 | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 275,000 | $ 275,000 |
Interest rate of debt | 3.875% | 3.875% |
Senior Notes | 4.375% Senior Notes, $275 million par value, due December 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 275,000 | $ 275,000 |
Interest rate of debt | 4.375% | 4.375% |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Finance leases and other | $ 16,777 | |
Finance leases and other | $ 18,774 | |
Total debt | 1,737,153 | 1,681,172 |
Less current maturities | (52,018) | (30,590) |
Long-term debt, excluding current portion | 1,685,135 | 1,650,582 |
Carrying Amount | Senior Notes | 3.875% Senior Notes, $275 million par value, due September 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 273,684 | 273,577 |
Carrying Amount | Senior Notes | 4.375% Senior Notes, $275 million par value, due December 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 273,079 | 272,972 |
Carrying Amount | Term Loan | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 409,212 | 422,422 |
Carrying Amount | Term Loan | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 482,201 | 483,327 |
Carrying Amount | Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 282,200 | 210,100 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Finance leases and other | 16,777 | |
Finance leases and other | 18,774 | |
Total debt | 1,492,844 | 1,418,440 |
Less current maturities | (52,018) | (30,590) |
Long-term debt, excluding current portion | 1,440,826 | 1,387,850 |
Estimated Fair Value | Senior Notes | 3.875% Senior Notes, $275 million par value, due September 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 219,307 | 207,001 |
Estimated Fair Value | Senior Notes | 4.375% Senior Notes, $275 million par value, due December 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 177,298 | 174,859 |
Estimated Fair Value | Term Loan | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 409,212 | 422,422 |
Estimated Fair Value | Term Loan | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 388,050 | 385,284 |
Estimated Fair Value | Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 282,200 | $ 210,100 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax | $ (0.3) | $ (0.5) |
Common stock, voting rights, pledged | 65.00% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt Instrument Basis Spread On Variable Rate Redemption Price Discounted Cash Flow Discount Rate | 0.30% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 400 | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Letters of Credit Outstanding, Amount | 11.7 | |
European Lease Agreement | Replaced Line Of Credit | ||
Debt Instrument [Line Items] | ||
Letters of Credit Outstanding, Amount | 7.7 | |
Long-term debt, maturities, repayments of Principal in 2019 | 37.2 | |
Long-term debt, maturities, repayments of principal in 2020 | 49.6 | |
Long-term debt, maturities, repayments of principal in 2021 | 324.7 | |
Long-term debt, maturities, repayments of principal in 2022 | 581 | |
Long-term debt, maturities, repayments of principal in 2023 | 5 | |
Long-term debt, maturities, repayments of principal in the years thereafter | $ 748.8 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Debt Convent, springing maturity date, period | 91 days | |
Base Rate | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Best instrument, basis spread on variable rate | 3.50% | |
Eurodollar | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Best instrument, basis spread on variable rate | 4.50% | |
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Best instrument, basis spread on variable rate | 3.50% | |
Minimum | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unused capacity, commitment fee percentage | 0.125% | |
Maximum | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unused capacity, commitment fee percentage | 0.25% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 2.20% | 41.60% | |
Liability for unrecognized tax benefit | $ 11.2 | $ 9.6 | |
Unrecognized tax benefit highly certain | $ 3.3 |
Net Income per Common Share - S
Net Income per Common Share - Summary of Calculation of Net Income Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ (14,096) | $ 8,151 |
Less: income allocated to unvested restricted shares | 0 | (323) |
Net income (loss) attributable to common shareholders - basic and diluted | $ (14,096) | $ 7,828 |
Denominator: | ||
Weighted average shares outstanding - basic and diluted (in shares) | 60,376,000 | 59,969,000 |
Net income (loss) per share attributable to common shareholders: | ||
Basic and diluted (in usd per share) | $ (0.23) | $ 0.13 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Equity, Class of Treasury Stock [Line Items] | |
Stock repurchase program, term (in years) | 3 years |
Stock repurchase program, remaining authorized repurchase amount | $ 94 |
October 2016 Share Repurchase Program | |
Equity, Class of Treasury Stock [Line Items] | |
Share repurchase program, authorized amount | $ 100 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Income (Loss) by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Other comprehensive income (loss) | $ (6,423) | $ 9,307 |
Accumulated other comprehensive income (loss), ending balance | (7,328) | 173 |
Retirement Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (8,146) | (12,066) |
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) | 266 | 522 |
Income tax | (69) | (142) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 197 | 380 |
Other comprehensive income (loss) | 197 | 380 |
Accumulated other comprehensive income (loss), ending balance | (7,949) | (11,686) |
Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (32,551) | (13,185) |
Other comprehensive income (loss) before reclassifications | (4,207) | 8,921 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (4,207) | 8,921 |
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) | (4,207) | 8,921 |
Accumulated other comprehensive income (loss), ending balance | (36,758) | (4,264) |
Derivatives and Other | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (4,915) | 167 |
Other comprehensive income (loss) before reclassifications | (3,649) | 6 |
Income tax | 808 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (2,841) | 6 |
Amounts reclassified from accumulated other comprehensive income (loss) | 578 | |
Income tax | (150) | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 428 | 0 |
Other comprehensive income (loss) | (2,413) | 6 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (45,612) | (25,084) |
Other comprehensive income (loss) before reclassifications | (7,856) | 8,927 |
Income tax | 808 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (7,048) | 8,927 |
Amounts reclassified from accumulated other comprehensive income (loss) | 844 | 522 |
Income tax | (219) | (142) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 625 | 380 |
Other comprehensive income (loss) | (6,423) | 9,307 |
Accumulated other comprehensive income (loss), ending balance | $ (52,035) | $ (15,777) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | $ 0.3 | $ 0.5 |
Segment Information Financial I
Segment Information Financial Information by Segment (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Number of Reportable Segments | segment | 2 | |
Net revenue | $ 2,461,388 | $ 2,372,579 |
Operating earnings (loss): | 14,692 | 24,217 |
Amortization of Intangible Assets | (10,400) | (6,400) |
Acquisition-related and exit and realignment charges | (4,990) | (14,760) |
Depreciation and amortization | 28,720 | 17,911 |
Capital expenditures | 14,279 | 14,160 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 2,581,232 | 2,462,409 |
Operating Segments | Global Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 2,234,147 | 2,341,122 |
Operating earnings (loss): | 21,071 | 36,759 |
Depreciation and amortization | 16,113 | 15,781 |
Capital expenditures | 11,376 | 13,602 |
Operating Segments | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 347,085 | 121,287 |
Operating earnings (loss): | 7,724 | 11,084 |
Depreciation and amortization | 12,607 | 2,130 |
Capital expenditures | 2,903 | 558 |
Intersegment Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (119,844) | (89,830) |
Operating earnings (loss): | 1,747 | (242) |
Intersegment Eliminations | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (119,844) | (89,830) |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Amortization of Intangible Assets | (10,361) | (6,407) |
Acquisition-related and exit and realignment charges | (4,990) | (14,760) |
Other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Operating earnings (loss): | $ (499) | $ (2,217) |
Segment Information Consolidate
Segment Information Consolidated Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 3,882,364 | $ 3,773,788 |
Cash and cash equivalents | 75,239 | 103,367 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 3,807,125 | 3,670,421 |
Operating Segments | Global Solutions | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,673,148 | 2,618,759 |
Operating Segments | Global Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,133,977 | 1,051,662 |
Segment Reconciling Items | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Cash and cash equivalents | $ 75,239 | $ 103,367 |
Segment Information Net revenue
Segment Information Net revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,461,388 | $ 2,372,579 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 2,303,913 | 2,252,634 |
International | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 157,475 | $ 119,945 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of ownership | 100.00% |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | $ 2,461,388 | $ 2,372,579 |
Cost of goods sold | 2,102,964 | 2,047,892 |
Gross margin | 358,424 | 324,687 |
Distribution, selling and administrative expenses | 338,703 | 284,361 |
Acquisition-related and exit and realignment charges | 4,990 | 14,760 |
Other operating expense, net | 39 | 1,349 |
Operating income | 14,692 | 24,217 |
Interest expense, net | 29,101 | 10,253 |
Income (loss) before income taxes | (14,409) | 13,964 |
Income tax (benefit) provision | (313) | 5,813 |
Equity in earnings of subsidiaries | 0 | 0 |
Net income (loss) | (14,096) | 8,151 |
Other comprehensive income (loss) | (6,423) | 9,307 |
Comprehensive income (loss) | (20,519) | 17,458 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | (248,297) | (39,548) |
Cost of goods sold | (249,745) | (39,471) |
Gross margin | 1,448 | (77) |
Distribution, selling and administrative expenses | 0 | 0 |
Acquisition-related and exit and realignment charges | 0 | 0 |
Other operating expense, net | 0 | 0 |
Operating income | 1,448 | (77) |
Interest expense, net | 0 | 0 |
Income (loss) before income taxes | 1,448 | (77) |
Income tax (benefit) provision | 0 | 0 |
Equity in earnings of subsidiaries | 8,336 | (14,863) |
Net income (loss) | 9,784 | (14,940) |
Other comprehensive income (loss) | 7,550 | (18,284) |
Comprehensive income (loss) | 17,334 | (33,224) |
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 | 0 | (179) |
Acquisition-related and exit and realignment charges | 0 | 0 |
Other operating expense, net | 0 | 0 |
Operating income | 0 | 179 |
Interest expense, net | 7,488 | 6,741 |
Income (loss) before income taxes | (7,488) | (6,562) |
Income tax (benefit) provision | (771) | 0 |
Equity in earnings of subsidiaries | (7,379) | 14,713 |
Net income (loss) | (14,096) | 8,151 |
Other comprehensive income (loss) | (6,423) | 9,307 |
Comprehensive income (loss) | (20,519) | 17,458 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | 2,371,809 | 2,228,490 |
Cost of goods sold | 2,101,290 | 1,994,151 |
Gross margin | 270,519 | 234,339 |
Distribution, selling and administrative expenses | 231,591 | 196,369 |
Acquisition-related and exit and realignment charges | 4,721 | 13,815 |
Other operating expense, net | (426) | (583) |
Operating income | 34,633 | 24,738 |
Interest expense, net | 18,467 | 1,991 |
Income (loss) before income taxes | 16,166 | 22,747 |
Income tax (benefit) provision | (816) | 4,456 |
Equity in earnings of subsidiaries | (957) | 150 |
Net income (loss) | 16,025 | 18,441 |
Other comprehensive income (loss) | (3,393) | 9,363 |
Comprehensive income (loss) | 12,632 | 27,804 |
Non-guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net revenue | 337,876 | 183,637 |
Cost of goods sold | 251,419 | 93,212 |
Gross margin | 86,457 | 90,425 |
Distribution, selling and administrative expenses | 107,112 | 88,171 |
Acquisition-related and exit and realignment charges | 269 | 945 |
Other operating expense, net | 465 | 1,932 |
Operating income | (21,389) | (623) |
Interest expense, net | 3,146 | 1,521 |
Income (loss) before income taxes | (24,535) | (2,144) |
Income tax (benefit) provision | 1,274 | 1,357 |
Equity in earnings of subsidiaries | 0 | 0 |
Net income (loss) | (25,809) | (3,501) |
Other comprehensive income (loss) | (4,157) | 8,921 |
Comprehensive income (loss) | $ (29,966) | $ 5,420 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||||
Cash and cash equivalents | $ 75,239 | $ 103,367 | ||
Accounts receivable, net | 843,384 | 823,418 | ||
Merchandise inventories | 1,210,558 | 1,290,103 | ||
Other current assets | 336,065 | 321,690 | ||
Total current assets | 2,465,246 | 2,538,578 | ||
Property and equipment, net | 386,135 | 386,723 | ||
Operating lease assets | 197,200 | |||
Goodwill | 413,235 | 414,122 | ||
Intangible assets, net | 311,254 | 321,764 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investment in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 109,294 | 112,601 | ||
Total assets | 3,882,364 | 3,773,788 | ||
Current liabilities | ||||
Accounts payable | 990,688 | 1,109,589 | ||
Accrued payroll and related liabilities | 40,999 | 48,203 | ||
Other current liabilities | 377,989 | 314,219 | ||
Total current liabilities | 1,409,676 | 1,472,011 | ||
Long-term debt, excluding current portion | 1,685,135 | 1,650,582 | ||
Operating lease liabilities, excluding current portion | 155,703 | |||
Due to O&M and subsidiaries | 0 | 0 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 42,144 | 50,852 | ||
Other liabilities | 87,867 | 81,924 | ||
Total liabilities | 3,380,525 | 3,255,369 | ||
Equity | ||||
Common stock | 125,872 | 124,588 | ||
Paid-in capital | 241,547 | 238,773 | ||
Retained earnings | 186,455 | 200,670 | ||
Accumulated other comprehensive loss | (52,035) | (45,612) | ||
Total equity | 501,839 | 518,419 | $ 1,018,918 | $ 1,015,479 |
Total liabilities and equity | 3,882,364 | 3,773,788 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Accounts receivable, net | (643,386) | (463,895) | ||
Merchandise inventories | (3,308) | (4,758) | ||
Other current assets | 0 | (1,268) | ||
Total current assets | (646,694) | (469,921) | ||
Property and equipment, net | 0 | 0 | ||
Operating lease assets | 0 | |||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from O&M and subsidiaries | (988,509) | (880,901) | ||
Advances to and investment in consolidated subsidiaries | (1,777,976) | (1,790,469) | ||
Other assets, net | 0 | 0 | ||
Total assets | (3,413,179) | (3,141,291) | ||
Current liabilities | ||||
Accounts payable | (654,113) | (475,358) | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (654,113) | (475,358) | ||
Long-term debt, excluding current portion | 0 | 0 | ||
Operating lease liabilities, excluding current portion | 0 | |||
Due to O&M and subsidiaries | (1,236,377) | (673,458) | ||
Intercompany debt | (1,568,890) | (1,568,888) | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | (3,459,380) | (2,717,704) | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | (298,479) | (758,483) | ||
Retained earnings | 291,643 | 281,859 | ||
Accumulated other comprehensive loss | 53,037 | 53,037 | ||
Total equity | 46,201 | (423,587) | ||
Total liabilities and equity | (3,413,179) | (3,141,291) | ||
Owens & Minor, Inc. | ||||
Current assets | ||||
Cash and cash equivalents | 5,971 | 37,254 | ||
Accounts receivable, net | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Other current assets | 29 | 117 | ||
Total current assets | 6,000 | 37,371 | ||
Property and equipment, net | 0 | 0 | ||
Operating lease assets | 2,768 | |||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investment in consolidated subsidiaries | 1,689,812 | 1,697,191 | ||
Other assets, net | 0 | 1,788 | ||
Total assets | 1,698,580 | 1,736,350 | ||
Current liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other current liabilities | 5,488 | 9,641 | ||
Total current liabilities | 5,488 | 9,641 | ||
Long-term debt, excluding current portion | 626,771 | 595,856 | ||
Operating lease liabilities, excluding current portion | 1,661 | |||
Due to O&M and subsidiaries | 552,974 | 605,558 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 9,847 | 6,876 | ||
Total liabilities | 1,196,741 | 1,217,931 | ||
Equity | ||||
Common stock | 125,872 | 124,588 | ||
Paid-in capital | 241,547 | 238,773 | ||
Retained earnings | 186,455 | 200,670 | ||
Accumulated other comprehensive loss | (52,035) | (45,612) | ||
Total equity | 501,839 | 518,419 | ||
Total liabilities and equity | 1,698,580 | 1,736,350 | ||
Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 43,611 | 5,294 | ||
Accounts receivable, net | 887,822 | 804,638 | ||
Merchandise inventories | 980,441 | 1,060,083 | ||
Other current assets | 99,190 | 117,163 | ||
Total current assets | 2,011,064 | 1,987,178 | ||
Property and equipment, net | 197,088 | 201,055 | ||
Operating lease assets | 128,775 | |||
Goodwill | 413,235 | 414,122 | ||
Intangible assets, net | 269,143 | 290,814 | ||
Due from O&M and subsidiaries | 988,509 | 880,901 | ||
Advances to and investment in consolidated subsidiaries | 88,164 | 93,278 | ||
Other assets, net | 52,910 | 56,221 | ||
Total assets | 4,148,888 | 3,923,569 | ||
Current liabilities | ||||
Accounts payable | 1,233,448 | 1,190,283 | ||
Accrued payroll and related liabilities | 20,714 | 23,071 | ||
Other current liabilities | 222,202 | 161,371 | ||
Total current liabilities | 1,476,364 | 1,374,725 | ||
Long-term debt, excluding current portion | 1,044,342 | 1,040,664 | ||
Operating lease liabilities, excluding current portion | 108,810 | |||
Due to O&M and subsidiaries | 0 | 0 | ||
Intercompany debt | 1,246,785 | 1,246,787 | ||
Deferred income taxes | 16,829 | 29,288 | ||
Other liabilities | 58,994 | 51,366 | ||
Total liabilities | 3,952,124 | 3,742,830 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 174,614 | 174,614 | ||
Retained earnings | 53,802 | 37,777 | ||
Accumulated other comprehensive loss | (31,652) | (31,652) | ||
Total equity | 196,764 | 180,739 | ||
Total liabilities and equity | 4,148,888 | 3,923,569 | ||
Non-guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 25,657 | 60,819 | ||
Accounts receivable, net | 598,948 | 482,675 | ||
Merchandise inventories | 233,425 | 234,778 | ||
Other current assets | 236,846 | 205,678 | ||
Total current assets | 1,094,876 | 983,950 | ||
Property and equipment, net | 189,047 | 185,668 | ||
Operating lease assets | 65,657 | |||
Goodwill | 0 | 0 | ||
Intangible assets, net | 42,111 | 30,950 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investment in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 56,384 | 54,592 | ||
Total assets | 1,448,075 | 1,255,160 | ||
Current liabilities | ||||
Accounts payable | 411,353 | 394,664 | ||
Accrued payroll and related liabilities | 20,285 | 25,132 | ||
Other current liabilities | 150,299 | 143,207 | ||
Total current liabilities | 581,937 | 563,003 | ||
Long-term debt, excluding current portion | 14,022 | 14,062 | ||
Operating lease liabilities, excluding current portion | 45,232 | |||
Due to O&M and subsidiaries | 683,403 | 67,900 | ||
Intercompany debt | 322,105 | 322,101 | ||
Deferred income taxes | 25,315 | 21,564 | ||
Other liabilities | 19,026 | 23,682 | ||
Total liabilities | 1,691,040 | 1,012,312 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 123,865 | 583,869 | ||
Retained earnings | (345,445) | (319,636) | ||
Accumulated other comprehensive loss | (21,385) | (21,385) | ||
Total equity | (242,965) | 242,848 | ||
Total liabilities and equity | $ 1,448,075 | $ 1,255,160 |
Condensed Consolidating Finan_6
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Cash Flows) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | $ (14,096) | $ 8,151 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 0 | 0 |
Depreciation and amortization | 28,720 | 17,911 |
Share-based compensation expense | 4,505 | 3,035 |
Provision for losses on accounts receivable | 3,619 | 1,073 |
Deferred income tax benefit | (8,613) | (1,482) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (22,573) | (18,519) |
Merchandise inventories | 80,194 | (30,556) |
Accounts payable | (120,480) | 9,478 |
Net change in other assets and liabilities | (15,858) | 28,904 |
Other, net | 3,678 | 278 |
Cash (used for) provided by operating activities | (60,904) | 18,273 |
Investing activities: | ||
Additions to property and equipment | (11,674) | (7,074) |
Additions to computer software and intangible assets | (2,605) | (7,086) |
Proceeds from the sale of property and equipment | 271 | 0 |
Cash used for investing activities | (14,008) | (14,160) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 72,100 | (300) |
Repayments of debt | (12,394) | (3,125) |
Financing costs paid | (4,313) | 0 |
Change in intercompany advances | 0 | 0 |
Cash dividends paid | (4,764) | (16,074) |
Other, net | (1,124) | (2,304) |
Cash provided by (used for) financing activities | 49,505 | (21,803) |
Effect of exchange rate changes on cash and cash equivalents | (2,721) | 800 |
Net decrease in cash and cash equivalents | (28,128) | (16,890) |
Cash and cash equivalents at beginning of period | 103,367 | 104,522 |
Cash and cash equivalents at end of period | 75,239 | 87,632 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 9,784 | (14,940) |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | (8,336) | 14,863 |
Depreciation and amortization | 0 | 0 |
Share-based compensation expense | 0 | 0 |
Provision for losses on accounts receivable | 0 | 0 |
Deferred income tax benefit | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 179,492 | 147 |
Merchandise inventories | (1,449) | 76 |
Accounts payable | (178,750) | (140) |
Net change in other assets and liabilities | (741) | (6) |
Other, net | 0 | 0 |
Cash (used for) provided by 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 | 0 |
Repayments of debt | 0 | 0 |
Financing costs paid | 0 | |
Change in intercompany advances | 0 | 0 |
Cash dividends paid | 0 | 0 |
Other, net | 0 | 0 |
Cash provided by (used for) financing activities | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net 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) | (14,096) | 8,151 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 7,379 | (14,713) |
Depreciation and amortization | 0 | 0 |
Share-based compensation expense | 0 | 0 |
Provision for losses on accounts receivable | 0 | 0 |
Deferred income tax benefit | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Merchandise inventories | 0 | 0 |
Accounts payable | 0 | 0 |
Net change in other assets and liabilities | (2,276) | 121 |
Other, net | 213 | 250 |
Cash (used for) provided by operating activities | (8,780) | (6,191) |
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 | 0 |
Repayments of debt | 0 | 0 |
Financing costs paid | 0 | |
Change in intercompany advances | (17,292) | 22,949 |
Cash dividends paid | (4,764) | (16,074) |
Other, net | (447) | (1,113) |
Cash provided by (used for) financing activities | (22,503) | 5,762 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (31,283) | (429) |
Cash and cash equivalents at beginning of period | 37,254 | 13,700 |
Cash and cash equivalents at end of period | 5,971 | 13,271 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 16,025 | 18,441 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 957 | (150) |
Depreciation and amortization | 16,339 | 11,207 |
Share-based compensation expense | 4,505 | 3,035 |
Provision for losses on accounts receivable | 3,644 | 1,219 |
Deferred income tax benefit | (4,851) | (1,453) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (86,828) | (60,302) |
Merchandise inventories | 79,642 | (29,606) |
Accounts payable | 43,165 | 13,696 |
Net change in other assets and liabilities | 56,354 | 31,976 |
Other, net | 3,483 | 132 |
Cash (used for) provided by operating activities | 132,435 | (11,805) |
Investing activities: | ||
Additions to property and equipment | (3,666) | (5,847) |
Additions to computer software and intangible assets | (2,124) | (6,078) |
Proceeds from the sale of property and equipment | 0 | |
Cash used for investing activities | (5,790) | (11,925) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 72,100 | (300) |
Repayments of debt | (12,394) | (3,125) |
Financing costs paid | (4,313) | |
Change in intercompany advances | (143,485) | 22,151 |
Cash dividends paid | 0 | 0 |
Other, net | (236) | (421) |
Cash provided by (used for) financing activities | (88,328) | 18,305 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | 38,317 | (5,425) |
Cash and cash equivalents at beginning of period | 5,294 | 11,080 |
Cash and cash equivalents at end of period | 43,611 | 5,655 |
Non-guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (25,809) | (3,501) |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Equity in earnings of subsidiaries | 0 | 0 |
Depreciation and amortization | 12,381 | 6,704 |
Share-based compensation expense | 0 | 0 |
Provision for losses on accounts receivable | (25) | (146) |
Deferred income tax benefit | (3,762) | (29) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (115,237) | 41,636 |
Merchandise inventories | 2,001 | (1,026) |
Accounts payable | 15,105 | (4,078) |
Net change in other assets and liabilities | (69,195) | (3,187) |
Other, net | (18) | (104) |
Cash (used for) provided by operating activities | (184,559) | 36,269 |
Investing activities: | ||
Additions to property and equipment | (8,008) | (1,227) |
Additions to computer software and intangible assets | (481) | (1,008) |
Proceeds from the sale of property and equipment | 271 | |
Cash used for investing activities | (8,218) | (2,235) |
Financing activities: | ||
Borrowings (repayments) under revolving credit facility | 0 | 0 |
Repayments of debt | 0 | 0 |
Financing costs paid | 0 | |
Change in intercompany advances | 160,777 | (45,100) |
Cash dividends paid | 0 | 0 |
Other, net | (441) | (770) |
Cash provided by (used for) financing activities | 160,336 | (45,870) |
Effect of exchange rate changes on cash and cash equivalents | (2,721) | 800 |
Net decrease in cash and cash equivalents | (35,162) | (11,036) |
Cash and cash equivalents at beginning of period | 60,819 | 79,742 |
Cash and cash equivalents at end of period | $ 25,657 | $ 68,706 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets | $ 197,200 | |
Operating lease liabilities | $ 200,579 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease assets | $ 197,000 | |
Operating lease liabilities | $ 201,000 |