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 recast for the change in guarantor structure as a result of the amended Credit Agreement. Condensed Consolidating Financial Information Year ended December 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Operations Net revenue $ — $ 9,135,401 $ 956,217 $ (880,679 ) $ 9,210,939 Cost of goods sold — 8,066,842 895,851 (880,245 ) 8,082,448 Gross margin — 1,068,559 60,366 (434 ) 1,128,491 Distribution, selling and administrative expenses (1,056 ) 909,263 118,549 (3,691 ) 1,023,065 Goodwill and intangible asset impairment charges — — — — — Acquisition-related and exit and realignment charges — 24,757 5,293 — 30,050 Other operating (income) expense, net (379 ) 56,434 (53,830 ) — 2,225 Operating income (loss) 1,435 78,105 (9,646 ) 3,257 73,151 Interest expense, net (67,483 ) 147,988 17,608 — 98,113 Other (income) expense, net (1,173 ) 2,003 2,927 — 3,757 Income (loss) from continuing operations before income taxes 70,091 (71,886 ) (30,181 ) 3,257 (28,719 ) Income tax (benefit) provision — (5,207 ) (928 ) — (6,135 ) Equity in earnings (loss) of subsidiaries (92,675 ) (59,710 ) — 152,385 — Income (loss) from continuing operations (22,584 ) (126,389 ) (29,253 ) 155,642 (22,584 ) Income (loss) from discontinued operations, net of tax — — (39,787 ) — (39,787 ) Net income (loss) (22,584 ) (126,389 ) (69,040 ) 155,642 (62,371 ) Other comprehensive income (loss), net of tax (7,095 ) 6,890 13,930 (20,820 ) (7,095 ) Comprehensive income (loss) $ (29,679 ) $ (119,499 ) $ (55,110 ) $ 134,822 $ (69,466 ) Year ended December 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Operations Net revenue $ — $ 9,420,326 $ 691,073 $ (693,207 ) $ 9,418,192 Cost of goods sold — 8,418,859 618,834 (690,027 ) 8,347,666 Gross margin — 1,001,467 72,239 (3,180 ) 1,070,526 Distribution, selling and administrative expenses (4,242 ) 882,224 74,883 — 952,865 Goodwill and intangible asset impairment charges — 180,006 233,939 — 413,945 Acquisition-related and exit and realignment charges — 45,997 13,104 — 59,101 Other operating (income) expense, net — 3,881 (6,920 ) — (3,039 ) Operating income (loss) 4,242 (110,641 ) (242,767 ) (3,180 ) (352,346 ) Interest expense, net 21,896 58,265 (9,178 ) — 70,983 Other (income) expense, net 3,765 — — — 3,765 Income (loss) from continuing operations before income taxes (21,419 ) (168,906 ) (233,589 ) (3,180 ) (427,094 ) Income tax (benefit) provision (5,569 ) (31,285 ) 4,425 — (32,429 ) Equity in earnings (loss) of subsidiaries (421,162 ) (90,771 ) — 511,933 — Income (loss) from continuing operations (437,012 ) (228,392 ) (238,014 ) 508,753 (394,665 ) Income (loss) from discontinued operations, net of tax — — (42,347 ) — (42,347 ) Net income (loss) (437,012 ) (228,392 ) (280,361 ) 508,753 (437,012 ) Other comprehensive income (loss), net of tax (20,528 ) (14,940 ) (18,873 ) 33,813 (20,528 ) Comprehensive income (loss) $ (457,540 ) $ (243,332 ) $ (299,234 ) $ 542,566 $ (457,540 ) December 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 45,187 $ 3,011 $ 18,808 $ 24 $ 67,030 Accounts receivable, net 77 890,548 915,798 (1,131,717 ) 674,706 Merchandise inventories — 973,529 177,853 (5,190 ) 1,146,192 Other current assets 180 69,761 78,319 (68,888 ) 79,372 Current assets of discontinued operations — — 439,983 — 439,983 Total current assets 45,444 1,936,849 1,630,761 (1,205,771 ) 2,407,283 Property and equipment, net — 196,708 118,719 — 315,427 Operating lease assets, net — 142,219 — — 142,219 Goodwill, net — 109,276 283,905 — 393,181 Intangible assets, net — 198,392 86,626 — 285,018 Due from O&M and subsidiaries — — — — — Advances to and investments in consolidated subsidiaries 1,608,017 363,122 — (1,971,139 ) — Other assets, net 5,948 824,349 27,750 (758,091 ) 99,956 Total assets $ 1,659,409 $ 3,770,915 $ 2,147,761 $ (3,935,001 ) $ 3,643,084 Liabilities and equity Current liabilities Accounts payable $ — $ 1,558,074 $ 391,386 $ (1,141,425 ) $ 808,035 Accrued payroll and related liabilities — 38,755 14,829 — 53,584 Other current liabilities 4,403 235,955 93,243 (102,572 ) 231,029 Current liabilities of discontinued operations — — 323,511 — 323,511 Total current liabilities 4,403 1,832,784 822,969 (1,243,997 ) 1,416,159 Long-term debt, excluding current portion 688,110 809,565 10,740 — 1,508,415 Due to O&M and subsidiaries 487,306 80,093 786,382 (1,353,781 ) — Intercompany debt — 816,785 752,105 (1,568,890 ) — Operating Lease Liabilities, excluding current portion — 117,080 — — 117,080 Deferred income taxes — — 40,550 — 40,550 Other liabilities 17,436 64,612 16,658 20 98,726 Total liabilities 1,197,255 3,720,919 2,429,404 (4,166,648 ) 3,180,930 Equity Common stock 125,686 — — — 125,686 Paid-in capital 251,401 174,614 123,869 (298,483 ) 251,401 Retained earnings (deficit) 137,774 (88,615 ) (388,676 ) 477,291 137,774 Accumulated other comprehensive income (loss) (52,707 ) (36,003 ) (16,836 ) 52,839 (52,707 ) Total equity 462,154 49,996 (281,643 ) 231,647 462,154 Total liabilities and equity $ 1,659,409 $ 3,770,915 $ 2,147,761 $ (3,935,001 ) $ 3,643,084 Condensed Consolidating Financial Information December 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 37,254 $ 5,294 $ 23,760 $ — $ 66,308 Accounts receivable, net — 804,638 415,944 (463,895 ) 756,687 Merchandise inventories — 1,060,083 218,401 (4,758 ) 1,273,726 Other current assets 117 117,163 5,914 (1,268 ) 121,926 Current assets of discontinued operations — — 319,930 — 319,930 Total current assets 37,371 1,987,178 983,949 (469,921 ) 2,538,577 Property and equipment, net — 201,055 122,888 — 323,943 Goodwill, net — 414,122 — — 414,122 Intangible assets, net — 290,814 23,361 — 314,175 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 26,501 — 84,510 Other assets of discontinued operations — — 98,461 — 98,461 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 $ 350,272 $ (475,358 ) $ 1,065,197 Accrued payroll and related liabilities — 23,071 15,287 — 38,358 Other current liabilities 9,641 161,371 7,918 — 178,930 Current liabilities of discontinued operations — — 189,526 — 189,526 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 11,398 — 1,647,918 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 19,448 — 77,690 Other liabilities of discontinued operations — — 6,898 — 6,898 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 Financial Information Year ended December 31, 2019 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ (22,584 ) $ (126,389 ) $ (69,040 ) $ 155,642 $ (62,371 ) Adjustments to reconcile net income (loss) to cash (used for) provided by operating activities: Equity in earnings of subsidiaries 92,675 59,710 — (152,385 ) — Depreciation and amortization — 45,165 71,513 — 116,678 Share-based compensation expense — 15,803 — — 15,803 Impairment charges — — 32,112 32,112 Deferred income tax (benefit) expense — (7,725 ) (9,677 ) — (17,402 ) Provision for losses on accounts receivable — (45 ) 12,959 — 12,914 Change in operating right of use assets and lease liabilities — (226 ) (2,373 ) — (2,599 ) Changes in operating assets and liabilities: Accounts receivable (77 ) (85,865 ) (518,355 ) 667,823 63,526 Merchandise inventories — 86,554 40,933 434 127,921 Accounts payable — 367,791 62,645 (666,067 ) (235,631 ) Net change in other assets and liabilities (243 ) (709,524 ) 819,991 (5,423 ) 104,801 Other, net 1,297 4,566 4,470 — 10,333 Cash provided by (used for) operating activities 71,068 (350,185 ) 445,178 24 166,085 Investing activities: Additions to property and equipment — (25,298 ) (17,121 ) — (42,419 ) Additions to computer software — (7,978 ) (1,831 ) — (9,809 ) Proceeds from sale of property and equipment — — 331 — 331 Cash used for investing activities — (33,276 ) (18,621 ) — (51,897 ) Financing activities: Change in intercompany advances (19,558 ) 465,972 (446,414 ) — — Repayments from revolving credit facility — (32,200 ) — — (32,200 ) Repayment of debt (37,311 ) (48,281 ) — — (85,592 ) Financing costs paid — (4,313 ) — — (4,313 ) Cash dividends paid (5,226 ) — — — (5,226 ) Other, net (1,040 ) — (1,826 ) — (2,866 ) Cash (used for) provided by financing activities (63,135 ) 381,178 (448,240 ) — (130,197 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (2,671 ) — (2,671 ) Net increase (decrease) in cash and cash, cash equivalents and restricted cash 7,933 (2,283 ) (24,354 ) 24 (18,680 ) Cash, cash equivalents and restricted cash at beginning of year 37,254 5,294 60,819 — 103,367 Cash, cash equivalents and restricted at end of year $ 45,187 $ 3,011 $ 36,465 $ 24 $ 84,687 Year ended December 31, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ (437,012 ) $ (228,392 ) $ (280,361 ) $ 508,753 $ (437,012 ) Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries 421,162 90,771 — (511,933 ) — Intercompany dividend 30,000 (30,000 ) — Depreciation and amortization — 45,096 56,831 — 101,927 Share-based compensation expense — 16,376 — — 16,376 Goodwill and intangible asset impairment charges — 180,006 259,607 — 439,613 Provision for losses on accounts receivable — 9,654 (224 ) — 9,430 Deferred income tax (benefit) expense — (31,435 ) (3,583 ) — (35,018 ) Changes in operating assets and liabilities: Accounts receivable — (113,989 ) (332,056 ) 457,151 11,106 Merchandise inventories — 81,330 (149,959 ) 3,178 (65,451 ) Accounts payable — 225,119 335,650 (468,590 ) 92,179 Net change in other assets and liabilities 2,355 (29,825 ) (7,575 ) 11,441 (23,604 ) Other, net 854 5,741 (552 ) — 6,043 Cash provided by (used for) operating activities (12,641 ) 280,452 (122,222 ) (30,000 ) 115,589 Investing activities: Acquisition, net of cash acquired — (751,834 ) — — (751,834 ) Additions to computer software and intangible assets — (15,076 ) (5,736 ) — (20,812 ) Additions to property and equipment — (33,245 ) (11,628 ) — (44,873 ) Proceeds from sale of property and equipment — 1,429 261 — 1,690 Cash used for investing activities — (798,726 ) (17,103 ) — (815,829 ) Financing activities: Change in intercompany advances 87,295 (242,609 ) 155,314 — — Intercompany dividend — — (30,000 ) 30,000 — Proceeds from issuance of debt — 695,750 — — 695,750 Proceed from revolving credit facility — 105,500 — — 105,500 Repayment of debt — (16,250 ) — — (16,250 ) Financing costs paid — (28,512 ) — — (28,512 ) Cash dividends paid (48,200 ) — — — (48,200 ) Other, net (2,900 ) (1,391 ) (2,926 ) — (7,217 ) Cash provided by financing activities 36,195 512,488 122,388 30,000 701,071 Effect of exchange rate changes on cash and cash equivalents — — (1,986 ) — (1,986 ) Net increase (decrease) in cash and cash equivalents 23,554 (5,786 ) (18,923 ) — (1,155 ) Cash and cash equivalents at beginning of year 13,700 11,080 79,742 — 104,522 Cash and cash equivalents at end of year $ 37,254 $ 5,294 $ 60,819 $ — $ 103,367 |