Owens & Minor (OMI) 10-Q 2005 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2005

OR

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

For the transition period from                    to                    

Commission file number 1-9810

Owens & Minor, Inc.

(Exact name of Registrant as specified in its charter)

Virginia	54-1701843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4800 Cox Road, Glen Allen, Virginia	23060
(Address of principal executive offices)	(Zip Code)
Post Office Box 27626, Richmond, Virginia	23261-7626
(Mailing address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (804) 747-9794

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

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b.2 of the Securities Exchange Act).

Yesx    No¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes¨    Nox

The number of shares of Owens & Minor, Inc.’s common stock outstanding as of October 31, 2005, was 39,905,164 shares.

Owens & Minor, Inc. and Subsidiaries

Index

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Income – Three Months and Nine Months Ended September 30, 2005 and 2004	3
	Consolidated Balance Sheets – September 30, 2005 and December 31, 2004	4
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2005 and 2004	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
Part II. Other Information
Item 1.	Legal Proceedings	23
Item 6.	Exhibits	23

2

Part I. Financial Information

Item 1. Financial Statements

Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Revenue	$	1,201,971		$	1,134,387		$	3,606,465		$	3,359,836
Cost of revenue		1,071,246			1,019,537			3,221,134			3,016,095
Gross margin		130,725			114,850			385,331			343,741
Selling, general and administrative expenses		95,393			84,480			285,420			253,030
Depreciation and amortization		5,230			3,676			13,824			11,197
Other operating income and expense, net		(969	)		(903	)		(3,040	)		(3,175	)
Operating earnings		31,071			27,597			89,127			82,689
Interest expense, net		2,967			3,086			9,197			9,375
Discount on accounts receivable securitization		—			—			—			261
Income before income taxes		28,104			24,511			79,930			73,053
Income tax provision		11,314			9,314			31,248			27,906
Net income	$	16,790		$	15,197		$	48,682		$	45,147
Net income per common share-basic	$	0.42		$	0.39		$	1.23		$	1.16
Net income per common share-diluted	$	0.42		$	0.38		$	1.22		$	1.14
Cash dividends per common share	$	0.13		$	0.11		$	0.39		$	0.33

See accompanying notes to consolidated financial statements.

3

Owens & Minor, Inc. and Subsidiaries

Consolidated Balance Sheets

(unaudited)

(in thousands, except per share data)	September 30, 2005			December 31, 2004
Assets
Current assets
Cash and cash equivalents	$	99,346		$	55,796
Accounts and notes receivable, net of allowances of $12,089 and $6,768		351,129			344,642
Merchandise inventories		418,489			435,673
Other current assets		29,213			28,365
Total current assets		898,177			864,476
Property and equipment, net of accumulated depreciation of $69,919 and $67,932		44,430			27,153
Goodwill, net		238,965			200,467
Other assets, net		49,890			39,737
Total assets	$	1,231,462		$	1,131,833
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	391,948		$	336,326
Accrued payroll and related liabilities		14,965			13,962
Other accrued liabilities		83,490			80,243
Total current liabilities		490,403			430,531
Long-term debt		205,197			207,476
Other liabilities		35,208			33,570
Total liabilities		730,808			671,577
Shareholders’ equity
Preferred stock, par value $100 per share; authorized - 10,000 shares
Series A; Participating Cumulative Preferred Stock; none issued		—			—
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 39,903 shares and 39,519 shares		79,807			79,038
Paid-in capital		133,099			126,625
Retained earnings		296,801			263,646
Accumulated other comprehensive loss		(9,053	)		(9,053	)
Total shareholders’ equity		500,654			460,256
Total liabilities and shareholders’ equity	$	1,231,462		$	1,131,833

See accompanying notes to consolidated financial statements.

4

Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)	Nine Months Ended September 30,
	2005			2004
Operating activities
Net income	$	48,682		$	45,147
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		13,824			11,197
Provision for LIFO reserve		5,628			3,150
Provision for losses on accounts and notes receivable		3,081			1,176
Deferred direct-response advertising costs		(3,826	)		—
Changes in operating assets and liabilities:
Accounts and notes receivable		(457	)		24,844
Merchandise inventories		12,442			(47,435	)
Accounts payable		56,815			82,294
Net change in other current assets and liabilities		2,442			2,294
Other, net		5,624			5,812
Cash provided by operating activities		144,255			128,479
Investing activities
Additions to property and equipment		(20,906	)		(8,105	)
Additions to computer software		(2,070	)		(3,713	)
Net cash paid for acquisitions		(61,515	)		(2,512	)
Proceeds from sale of land		—			1,820
Other, net		22			215
Cash used for investing activities		(84,469	)		(12,295	)
Financing activities
Cash dividends paid		(15,527	)		(12,976	)
Proceeds from exercise of stock options		4,176			4,004
Decrease in drafts payable		(4,677	)		(20,000	)
Other, net		(208	)		(1,205	)
Cash used for financing activities		(16,236	)		(30,177	)
Net increase in cash and cash equivalents		43,550			86,007
Cash and cash equivalents at beginning of period		55,796			16,335
Cash and cash equivalents at end of period	$	99,346		$	102,342

See accompanying notes to consolidated financial statements.

5

Owens & Minor, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

1. Accounting Policies

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which are comprised only of normal recurring accruals and the use of estimates) necessary to present fairly the consolidated financial position of Owens & Minor, Inc. and its wholly-owned subsidiaries (O&M or the company) as of September 30, 2005, and the consolidated results of operations for the three- and nine-month periods and cash flows for the nine-month periods ended September 30, 2005 and 2004, in conformity with U.S. generally accepted accounting principles.

2. Interim Results of Operations

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

3. Acquisitions

Effective January 31, 2005, the company acquired Access Diabetic Supply, LLC (Access), a Florida-based, direct-to-consumer distributor of diabetic supplies and products for certain other chronic disease categories. Access, with 2004 revenues of approximately $32 million, primarily markets blood glucose monitoring devices, test strips and other ancillary products used by diabetics for self-testing. The company paid total consideration of approximately $58.8 million in cash. A preliminary allocation of the purchase price resulted in approximately $6.5 million of net tangible assets, $37.6 million of goodwill, and $14.7 million of intangible assets which consist primarily of customer relationships. The allocation of the purchase price is expected to be finalized after the valuation of certain acquired assets is complete.

Effective April 4, 2005, Access acquired certain assets of Direct Diabetic Supplies, Inc., a Florida-based, direct-to-consumer distributor of diabetic supplies for $1.6 million in cash. A preliminary allocation of the purchase price included $0.7 million of goodwill and $0.9 million of intangible assets, primarily customer relationships. The allocation of the purchase price is expected to be finalized after the valuation of certain acquired assets is complete.

Effective April 8, 2005, O&M acquired certain assets of Cyrus Medical Systems, Inc., a software company that created and markets a tissue implant tracking system which expands the technology product offerings of OMSolutions^SM, for $1.0 million in cash. The allocation of the purchase price included $0.9 million of computer software, included in “other assets, net” on the consolidated balance sheet, and $0.1 million of intangible assets.

All of these acquisitions have been accounted for as purchases of businesses, and the results of operations have been included in the company’s consolidated financial statements since their dates of acquisition. Had the acquisitions taken place on January 1, 2004, the consolidated revenue and net income of the company would not have materially differed from the amounts reported for the three and nine months ended September 30, 2005 or 2004.

6

4. Stock-Based Compensation

The company uses the intrinsic value method as defined by Accounting Principles Board Opinion No. 25 to account for stock-based compensation. This method requires compensation expense to be recognized for the excess of the quoted market price of the stock at the grant date or the measurement date over the amount an employee must pay to acquire the stock. The following table presents the effect on net income and earnings per share had the company used the fair value method, as defined in Statement of Financial Accounting Standards No. (SFAS) 123,Accounting for Stock-Based Compensation, to account for stock-based compensation:

(in thousands, except per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Net income	$	16,790		$	15,197		$	48,682		$	45,147
Add: stock-based employee compensation expense included in reported net income, net of tax		259			197			786			609
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(574	)		(486	)		(1,857	)		(1,515	)
Pro forma net income	$	16,475		$	14,908		$	47,611		$	44,241
Per common share - basic:
Net income, as reported	$	0.42		$	0.39		$	1.23		$	1.16
Pro forma net income	$	0.42		$	0.38		$	1.21		$	1.13
Per common share - diluted:
Net income, as reported	$	0.42		$	0.38		$	1.22		$	1.14
Pro forma net income	$	0.41		$	0.38		$	1.19		$	1.11

5. Direct-Response Advertising Costs

Beginning with the acquisition of Access on January 31, 2005, the company defers those costs of direct-response advertising of its direct-to-consumer diabetic supplies that meet the capitalization requirements of American Institute of Certified Public Accountants Statement of Position 93-7,Reporting on Advertising Costs. The company amortizes these costs over a four-year period on an accelerated basis. The company’s ability to realize the value of these assets is evaluated periodically by comparing the carrying amounts of the assets to the future net revenues expected to result from sales to customers obtained through the advertising.

For the quarter ended September 30, 2005, the company deferred $1.4 million of direct response advertising costs and recorded amortization of $0.3 million. At September 30, 2005, deferred direct response advertising costs of $3.3 million, net of accumulated amortization of $0.5 million, were included in other assets, net on the consolidated balance sheet.

6. Goodwill and Intangible Assets

The following table presents the activity in goodwill for the nine months ended September 30, 2005:

(in thousands)
Balance, December 31, 2004	$	200,467
Additions due to acquisitions		38,498
Balance, September 30, 2005	$	238,965

7

Intangible assets, included in other assets, net, on the consolidated balance sheet at September 30, 2005 and December 31, 2004 are as follows:

(in thousands)	September 30, 2005				December 31, 2004
	Gross amount		Accumulated amortization		Gross amount		Accumulated amortization
Customer relationships	$	12,921	$	2,920	$	275	$	148
Other intangibles		3,071		237		65		9
		15,992		3,157		340		157
Unamortized intangible pension asset		1,507		—		1,507		—
Total	$	17,499	$	3,157	$	1,847	$	157

Customer relationship intangibles are amortized on an accelerated basis over four years. Other intangibles are amortized on a straight line basis, generally for periods of between 4 and 15 years.

Amortization expense for intangible assets was $1.5 million and $27 thousand for the three months ended September 30, 2005 and 2004, and $3.0 million and $0.1 million for the nine months ended September 30, 2005 and 2004.

Based on the current carrying value of intangible assets subject to amortization, estimated future amortization expense is as follows: Remainder of 2005 - $1.5 million; 2006 - $4.3 million; 2007 - $2.8 million; 2008 - $2.6 million; 2009 - $0.6 million; 2010 - $0.3 million.

7. Retirement Plans

The components of net periodic pension cost of the company’s retirement plans for the three and nine months ended September 30, 2005 and 2004 are as follows:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Service cost	$	258		$	256		$	776		$	766
Interest cost		805			723			2,416			2,249
Expected return on plan assets		(406	)		(435	)		(1,220	)		(1,301	)
Amortization of prior service cost		39			8			118			149
Recognized net actuarial loss		322			227			967			661
Net periodic pension cost	$	1,018		$	779		$	3,057		$	2,524

8. Net Income per Common Share

The following sets forth the computation of net income per basic and diluted common share:

(in thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
Numerator:
Numerator for net income per basic and diluted common share – net income	$	16,790	$	15,197	$	48,682	$	45,147
Denominator:
Denominator for net income per basic common share – weighted average shares		39,603		39,083		39,475		38,986
Effect of dilutive securities – stock options and restricted stock		510		599		542		622
Denominator for net income per diluted common share – adjusted weighted average shares		40,113		39,682		40,017		39,608
Net income per common share – basic	$	0.42	$	0.39	$	1.23	$	1.16
Net income per common share – diluted	$	0.42	$	0.38	$	1.22	$	1.14

8

9. Contingency

In September 2004, the company received a notice from the Internal Revenue Service (IRS) proposing to disallow, effective for the 2001 tax year and all subsequent years, certain reductions in the company’s tax-basis last-in, first-out (LIFO) inventory valuation. Since the proposed adjustment involves the timing of deductions, it primarily affects the company’s liability for interest. Management believes that its tax-basis method of LIFO inventory valuation is consistent with a ruling received by the company on this matter from the IRS and is appropriate under the tax law.

The company filed an appeal with the IRS in December 2004 and plans to contest the proposed adjustment pursuant to all applicable administrative and legal procedures. If the company were unsuccessful, the adjustment would be effective for the 2001 tax year and all subsequent years, and the company would have to pay a deficiency of $40.9 million in federal, state, and local taxes for tax years through 2004 on which deferred taxes have been provided, as well as interest calculated at statutory rates, of approximately $5.3 million as of September 30, 2005, net of any tax benefits, for which no reserve has been established. No penalties have been proposed. The payment of the deficiency and interest would adversely affect operating cash flow for the full amount of the payment, while the company’s net income and earnings per share would only be reduced by the amount of any liability for interest, net of tax. The ultimate resolution of this matter may take several years and a determination adverse to the company could have a material effect on the company’s cash flows and results of operations.

10. Subsequent Event

Effective October 27, 2005, the company, through its subsidiary, Access, acquired certain operating assets of a direct-to-consumer distributor of diabetic supplies for $6.3 million in cash. The assets acquired consist primarily of customer relationships, other intangible assets and inventory.

9

11. Condensed Consolidating Financial Information

The following tables present condensed consolidating financial information for: Owens & Minor, Inc.; on a combined basis, the guarantors of Owens & Minor, Inc.’s Notes; and the non-guarantor subsidiaries of the Notes. Separate financial statements of the guarantor subsidiaries are not presented because the guarantors are jointly, severally and unconditionally liable under the guarantees and the company believes the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries.

(in thousands)

For the three months ended September 30, 2005	Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations		Consolidated
Statements of Operations
Revenue	$	—		$	1,201,971		$	—	$	—	$	1,201,971
Cost of revenue		—			1,071,246			—		—		1,071,246
Gross margin		—			130,725			—		—		130,725
Selling, general and administrative expenses		17			95,376			—		—		95,393
Depreciation and amortization		—			5,230			—		—		5,230
Other operating income and expense, net		—			(969	)		—		—		(969	)
Operating earnings (loss)		(17	)		31,088			—		—		31,071
Interest expense, net		70			2,897			—		—		2,967
Income (loss) before income taxes		(87	)		28,191			—		—		28,104
Income tax provision (benefit)		(34	)		11,348			—		—		11,314
Net income (loss)	$	(53	)	$	16,843		$	—	$	—	$	16,790

Condensed Consolidating Financial Information

(in thousands)

For the three months ended September 30, 2004	Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations		Consolidated
Statements of Operations
Revenue	$	—		$	1,134,387		$	—	$	—	$	1,134,387
Cost of revenue		—			1,019,537			—		—		1,019,537
Gross margin		—			114,850			—		—		114,850
Selling, general and administrative expenses		43			84,437			—		—		84,480
Depreciation and amortization		—			3,676			—		—		3,676
Other operating income and expense, net		—			(903	)		—		—		(903	)
Operating earnings (loss)		(43	)		27,640			—		—		27,597
Interest (income) expense, net		(196	)		3,282			—		—		3,086
Income before income taxes		153			24,358			—		—		24,511
Income tax provision		57			9,257			—		—		9,314
Net income	$	96		$	15,101		$	—	$	—	$	15,197

10

Condensed Consolidating Financial Information

(in thousands)

For the nine months ended September 30, 2005	Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations		Consolidated
Statements of Operations
Revenue	$	—		$	3,606,465		$	—	$	—	$	3,606,465
Cost of revenue		—			3,221,134			—		—		3,221,134
Gross margin		—			385,331			—		—		385,331
Selling, general and administrative expenses		163			285,257			—		—		285,420
Depreciation and amortization		—			13,824			—		—		13,824
Other operating income and expense, net		—			(3,040	)		—		—		(3,040	)
Operating earnings (loss)		(163	)		89,290			—		—		89,127
Interest expense, net		710			8,487			—		—		9,197
Income (loss) before income taxes		(873	)		80,803			—		—		79,930
Income tax provision (benefit)		(336	)		31,584			—		—		31,248
Net income (loss)	$	(537	)	$	49,219		$	—	$	—	$	48,682

Condensed Consolidating Financial Information

(in thousands)

For the nine months ended September 30, 2004	Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Statements of Operations
Revenue	$	—		$	3,359,836		$	—		$	—		$	3,359,836
Cost of revenue		—			3,016,095			—			—			3,016,095
Gross margin		—			343,741			—			—			343,741
Selling, general and administrative expenses		500			252,407			123			—			253,030
Depreciation and amortization		—			11,197			—			—			11,197
Other operating income and expense, net		—			(1,473	)		(1,702	)		—			(3,175	)
Operating earnings (loss)		(500	)		81,610			1,579			—			82,689
Interest (income) expense, net		(1,320	)		9,859			836			—			9,375
Intercompany dividend income		—			(20,342	)		—			20,342			—
Discount on accounts receivable securitization		—			8			253			—			261
Income before income taxes		820			92,085			490			(20,342	)		73,053
Income tax provision		313			27,401			192			—			27,906
Net income	$	507		$	64,684		$	298		$	(20,342	)	$	45,147

11

Condensed Consolidating Financial Information

(in thousands)

September 30, 2005	Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Balance Sheets
Assets
Current assets
Cash and cash equivalents	$	94,043		$	5,303		$	—		$	—		$	99,346
Accounts and notes receivable, net		—			351,129			—			—			351,129
Merchandise inventories		—			418,489			—			—			418,489
Intercompany advances, net		(30,053	)		30,224			(171	)		—			—
Other current assets		155			29,058			—			—			29,213
Total current assets		64,145			834,203			(171	)		—			898,177
Property and equipment, net		—			44,430			—			—			44,430
Goodwill, net		—			238,965			—			—			238,965
Intercompany investments		442,196			66,552			1			(508,749	)		—
Other assets, net		7,224			42,666			—			—			49,890
Total assets	$	513,565		$	1,226,816		$	(170	)	$	(508,749	)	$	1,231,462
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	—		$	391,948		$	—		$	—		$	391,948
Accrued payroll and related liabilities		—			14,965			—			—			14,965
Other accrued liabilities		4,055			79,435			—			—			83,490
Total current liabilities		4,055			486,348			—			—			490,403
Long-term debt		204,378			819			—			—			205,197
Intercompany long-term debt		—			138,890			—			(138,890	)		—
Other liabilities		—			35,208			—			—			35,208
Total liabilities		208,433			661,265			—			(138,890	)		730,808
Shareholders’ equity
Common stock		79,807			—			1,500			(1,500	)		79,807
Paid-in capital		133,099			367,356			1,003			(368,359	)		133,099
Retained earnings (deficit)		92,226			207,248			(2,673	)		—			296,801
Accumulated other comprehensive loss		—			(9,053	)		—			—			(9,053	)
Total shareholders’ equity		305,132			565,551			(170	)		(369,859	)		500,654
Total liabilities and shareholders’ equity	$	513,565		$	1,226,816		$	(170	)	$	(508,749	)	$	1,231,462

12

Condensed Consolidating Financial Information

(in thousands)

December 31, 2004	Owens & Minor, Inc.		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Balance Sheets
Assets
Current assets
Cash and cash equivalents	$	53,441	$	2,355		$	—		$	—		$	55,796
Accounts and notes receivable, net		—		344,614			28			—			344,642
Merchandise inventories		—		435,673			—			—			435,673
Intercompany advances, net		80,448		(80,262	)		(186	)		—			—
Other current assets		83		28,282			—			—			28,365
Total current assets		133,972		730,662			(158	)		—			864,476
Property and equipment, net		—		27,153			—			—			27,153
Goodwill, net		—		200,467			—			—			200,467
Intercompany investments		383,416		7,773			1			(391,190	)		—
Other assets, net		10,339		29,398			—			—			39,737
Total assets	$	527,727	$	995,453		$	(157	)	$	(391,190	)	$	1,131,833
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	—	$	336,326		$	—		$	—		$	336,326
Accrued payroll and related liabilities		—		13,962			—			—			13,962
Other accrued liabilities		6,651		73,579			13			—			80,243
Total current liabilities		6,651		423,867			13			—			430,531
Long-term debt		207,123		353			—			—			207,476
Intercompany long-term debt		—		138,890			—			(138,890	)		—
Other liabilities		—		33,570			—			—			33,570
Total liabilities		213,774		596,680			13			(138,890	)		671,577
Shareholders’ equity
Common stock		79,038		—			1,500			(1,500	)		79,038
Paid-in capital		126,625		249,797			1,003			(250,800	)		126,625
Retained earnings (deficit)		108,290		158,029			(2,673	)		—			263,646
Accumulated other comprehensive loss		—		(9,053	)		—			—			(9,053	)
Total shareholders’ equity		313,953		398,773			(170	)		(252,300	)		460,256
Total liabilities and shareholders’ equity	$	527,727	$	995,453		$	(157	)	$	(391,190	)	$	1,131,833

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Condensed Consolidating Financial Information

(in thousands)

For the nine months ended September 30, 2005		Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Statements of Cash Flows
Operating activities
Net income (loss)		$	(537	)	$	49,219		$	—		$	—		$	48,682
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			—			13,824			—			—			13,824
Provision for LIFO reserve			—			5,628			—			—			5,628
Provision for losses on accounts and notes receivable			—			3,081			—			—			3,081
Deferred direct-response advertising costs			—			(3,826	)		—			—			(3,826	)
Changes in operating assets and liabilities:
Accounts and notes receivable			—			(485	)		28			—			(457	)
Merchandise inventories			—			12,442			—			—			12,442
Accounts payable			—			56,815			—			—			56,815
Net change in other current assets and liabilities			(2,668	)		5,123			(13	)		—			2,442
Other, net			3,437			2,187			—			—			5,624
Cash provided by operating activities			232			144,008			15			—			144,255
Investing activities
Additions to property and equipment			—			(20,906	)		—			—			(20,906	)
Additions to computer software			—			(2,070	)		—			—			(2,070	)
Increase in intercompany investments			(58,780	)		(58,780	)		—			117,560			—
Net cash paid for acquisitions			—			(61,515	)		—			—			(61,515	)
Other, net			—			22			—			—			22
Cash used for investing activities			(58,780	)		(143,249	)		—			117,560			(84,469	)
Financing activities
Change in intercompany advances			110,501			(110,486	)		(15	)		—			—
Increase in intercompany investments			—			117,560			—			(117,560	)		—
Cash dividends paid			(15,527	)		—			—			—			(15,527	)
Proceeds from exercise of stock options			4,176			—			—			—			4,176
Decrease in drafts payable			—			(4,677	)		—			—			(4,677	)
Other, net	��		—			(208	)		—			—			(208	)
Cash provided by (used for) financing activities			99,150			2,189			(15	)		(117,560	)		(16,236	)
Net increase in cash and cash equivalents			40,602			2,948			—			—			43,550
Cash and cash equivalents at beginning of period			53,441			2,355			—			—			55,796
Cash and cash equivalents at end of period		$	94,043		$	5,303		$	—		$	—		$	99,346

14

Condensed Consolidating Financial Information

(in thousands)

For the nine months ended September 30, 2004	Owens & Minor, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Statements of Cash Flows
Operating activities
Net income	$	507		$	64,684		$	298		$	(20,342	)	$	45,147
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		—			11,197			—			—			11,197
Provision for LIFO reserve		—			3,150			—			—			3,150
Provision for losses on accounts and notes receivable		—			1,063			113			—			1,176
Noncash intercompany dividend income		—			(20,342	)		—			20,342			—
Changes in operating assets and liabilities:
Accounts and notes receivable		—			10,786			14,058			—			24,844
Merchandise inventories		—			(47,435	)		—			—			(47,435	)
Accounts payable		—			82,294			—			—			82,294
Net change in other current assets and liabilities		(2,615	)		4,971			(62	)		—			2,294
Other, net		3,136			2,676			—			—			5,812
Cash provided by operating activities		1,028			113,044			14,407			—			128,479
Investing activities
Additions to property and equipment		—			(8,105	)		—			—			(8,105	)
Additions to computer software		—			(3,713	)		—			—			(3,713	)
Net cash paid for acquisition		—			(2,512	)		—			—			(2,512	)
Proceeds from sale of land		—			1,820			—			—			1,820
Other, net		—			215			—			—			215
Cash used for investing activities		—			(12,295	)		—			—			(12,295	)
Financing activities
Change in intercompany advances		93,768			(79,361	)		(14,407	)		—			—
Cash dividends paid		(12,976	)		—			—			—			(12,976	)
Proceeds from exercise of stock options		4,004			—			—			—			4,004
Decrease in drafts payable		—			(20,000	)		—			—			(20,000	)
Other, net		—			(1,205	)		—			—			(1,205	)
Cash provided by (used for) financing activities		84,796			(100,566	)		(14,407	)		—			(30,177	)
Net increase in cash and cash equivalents		85,824			183			—			—			86,007
Cash and cash equivalents at beginning of period		14,156			2,178			1			—			16,335
Cash and cash equivalents at end of period	$	99,980		$	2,361		$	1		$	—		$	102,342

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

The following discussion and analysis describes material changes in the financial condition and results of operations of Owens & Minor, Inc. and its wholly-owned subsidiaries (O&M or the company) since December 31, 2004. Trends of a material nature are discussed to the extent known and considered relevant. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations included in the company’s Annual Report on Form 10-K for the year ended December 31, 2004.

Results of Operations

Third quarter and first nine months of 2005 compared with 2004

Overview. In the third quarter and first nine months of 2005, the company earned net income of $16.8 million and $48.7 million, increases of 10% and 8% over the comparable periods of 2004. Net income per diluted common share was $0.42 for the third quarter and $1.22 for the first nine months of 2005, up from $0.38 for the third quarter and $1.14 for the first nine months of 2004. The 10% increase in net income from the third quarter of 2004 to the third quarter of 2005 resulted from 6% revenue growth, leveraged by an increase in operating margin from 2.4% to 2.6% of revenue. The 8% increase in net income from the first nine months of 2004 to the first nine months of 2005 was primarily driven by 7% revenue growth, with additional contribution from lower financing costs.

Effect of Gulf Coast Hurricanes.O&M has facilities in New Orleans and other locations in the Gulf Coast region. Although the company’s facilities, inventory and equipment were undamaged by Hurricanes Katrina and Rita, the company experienced lost sales, higher delivery costs and other increased expenses as a result of the storms. The company has insurance that covers business interruption related to the storms. The company is currently in discussions with its insurance provider to assess the amount of the claims related to the hurricanes and believes insurance will cover a portion of the losses incurred. Operating earnings in the third quarter and first nine months of 2005 include a negative impact of approximately $1 million due to hurricane-related disruption and rising fuel costs. The company anticipates these factors will have a continuing negative impact in the fourth quarter of 2005.

Acquisitions.On January 31, 2005, the company acquired Access Diabetic Supply, LLC (Access), a Florida-based, direct-to-consumer distributor of diabetic supplies and products for certain other chronic disease categories, for total consideration of approximately $58.8 million in cash. Access, which primarily markets blood glucose monitoring devices, test strips and other ancillary products used by diabetics for self-testing, operates as a separate business within O&M. The direct-to-consumer distribution business experiences significantly higher gross margins and selling, general and administrative (SG&A) expenses as a percent of revenue than the company’s core medical/surgical supply distribution business, along with higher operating earnings as a percentage of revenue.

In April 2005, Access acquired certain assets of Direct Diabetic Supplies, Inc. (Direct), a Florida-based, direct-to-consumer distributor of diabetic supplies, for $1.6 million in cash. Also in April, O&M acquired certain assets of Cyrus Medical Systems, Inc., a software company that created and markets a tissue implant tracking system which expands the technology product offerings of OMSolutions^SM, for $1.0 million in cash.

Revenue. Revenue increased 6% to $1.20 billion in the third quarter of 2005 from $1.13 billion in the third quarter of 2004. For the first nine months of 2005, revenue increased 7% over the comparable prior year period. For the third quarter of 2005, the increase resulted primarily from higher sales volume to existing customers; however, approximately one-fourth of the increase in revenue over the

16

third quarter of 2004 resulted from the acquisitions of Access and Direct. Excluding the effect of acquisitions, revenue for the first nine months of 2005 increased by 6% over the first nine months of 2004, primarily from higher sales volume to existing customers as well as sales to new customers.

Operating earnings. As a percentage of revenue, operating earnings increased to 2.6% in the third quarter of 2005 from 2.4% in the third quarter of 2004. For the first nine months of 2005, operating earnings were consistent as a percentage of revenue with the first nine months of 2004 at 2.5%. The following table presents the components of operating earnings as a percent of revenue for the third quarter and first nine months of 2005 and 2004:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Gross margin	10.9	%	10.1	%	10.7	%	10.2	%
SG&A expense	7.9		7.4		7.9		7.5
Depreciation and amortization	0.4		0.3		0.4		0.3
Other operating income and expense, net	(0.1	)	(0.1	)	(0.1	)	(0.1	)
Operating earnings	2.6	%	2.4	%	2.5	%	2.5	%

Percentages may not foot due to rounding

Gross margin for the third quarter and first nine months of 2005 was 10.9% and 10.7% of revenue, up from 10.1% and 10.2% in the comparable periods of 2004. The increase in overall gross margin resulted primarily from the addition of Access, whose gross margins are higher than those of the company’s core distribution business. Contributions from OMSolutions^SM had a favorable effect on gross margin in both the third quarter and first nine months of 2005 as compared to the same periods of 2004. These increases were partially offset by lower contributions from alternate source purchasing and supplier incentives compared to the same periods of 2004, having a combined unfavorable effect on gross margin of 0.3% of revenue for the third quarter and 0.2% of revenue for the first nine months of 2005.

The company values inventory for its core distribution business under the last-in, first-out (LIFO) method. Had inventory been valued under the first-in, first-out (FIFO) method, gross margin would have been higher by 0.2% and 0.1% of revenue in the first nine months of 2005 and 2004, and would not have differed materially from reported amounts for the third quarters of 2005 and 2004.

SG&A expenses were 7.9% of revenue in both the third quarter and first nine months of 2005, up from 7.4% and 7.5% in the comparable periods of 2004. The increase resulted from the acquisition of Access, which experiences higher SG&A expenses as a percentage of revenue than the core distribution business. As a percentage of revenue, SG&A in the core distribution business decreased slightly from the third quarter and first nine months of 2004 to the comparable periods of 2005, primarily as a result of productivity improvements. However, the company expects to continue to incur higher costs as a result of increased fuel prices and difficulties delivering to certain customers affected by hurricane Katrina.

Depreciation and amortization expense for the third quarter and first nine months of 2005 was $5.2 million and $13.8 million, up $1.6 million and $2.6 million from the comparable periods of 2004. These increases resulted primarily from $1.5 million and $3.0 million of amortization of intangible

17

assets in the third quarter and first nine months of 2005 due to acquisitions, partially offset by lower amortization of computer software.

Income taxes. The provision for income taxes was $11.3 million and $31.2 million in the third quarter and first nine months of 2005 compared with $9.3 million and $27.9 million in the same periods of 2004. The effective tax rate was 40.3% and 39.1% for the third quarter and first nine months of 2005, compared to 38.0% for the full year of 2004. The company expects that its effective tax rate for 2005 will be approximately 39.4%. The company’s effective tax rate in 2004 was lower than the expected 2005 rate as a result of favorable adjustments to the company’s reserve for tax liabilities for years subject to audit.

Financial Condition, Liquidity and Capital Resources

Liquidity. The company’s liquidity remained strong in the first nine months of 2005, as its cash and cash equivalents increased $43.6 million to $99.3 million at September 30, 2005. In the first nine months of 2005, the company generated $144.3 million of cash flow from operations, compared with $128.5 million in the first nine months of 2004. Operating cash flow improved due to reductions of inventory of $12.4 million in the first nine months of 2005, adjusted for the LIFO provision and acquisitions, compared with an increase of $47.4 million in the first nine months of 2004. Cash flow in the first nine months of 2004 benefited from reductions of accounts receivable of $24.8 million, net of allowances for losses. Cash flows in both periods benefited from timing of payments for inventory purchases. Accounts receivable days sales outstanding at September 30, 2005, were 26.0 days, compared with 26.5 days at December 31, 2004 and 25.8 days at September 30, 2004. Inventory turnover increased to 10.3 in the third quarter of 2005 from 9.6 in the third quarter of 2004.

Cash used for investing activities increased from $12.3 million in the first nine months of 2004 to $84.5 million in the first nine months of 2005, largely due to acquisitions, as well as an increase of $11.2 million in capital expenditures, which includes spending on construction of a new corporate headquarters.

During the third quarter of 2005, the company earned an investment grade rating on its corporate credit from Standard & Poor’s Ratings Services, which raised O&M’s corporate credit rating to BBB– from the previous BB+ rating, with an outlook of “stable”. Management expects the upgrade to enable the company to obtain more favorable financing terms in the future.

The company expects that its available financing will be sufficient to fund its working capital needs and long-term strategic growth, although this cannot be assured. The company expects to continue to manage its financing costs by managing working capital levels. Future financing costs will be affected primarily by working capital requirements, as well as changes in interest rates.

At September 30, 2005, the company had $240.7 million of unused credit under its revolving credit facility.

Capital Expenditures. Capital expenditures were $23.0 million in the first nine months of 2005, compared to $11.8 million in the first nine months of 2004, as a result of increased spending on the construction of a new corporate headquarters which is expected to continue into the first quarter of 2006.

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Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151,Inventory Costs, which addresses how a business enterprise should account for abnormal amounts of idle facility expense, freight, handling costs and spoilage incurred in the production and acquisition of inventory. The provisions of SFAS 151 require that these costs be recognized as current period charges, rather than as inventory cost. The company will be required to adopt the provisions of this standard beginning on January 1, 2006. Management does not expect application of this standard to have a material effect on the company’s financial condition or results of operations.

In December 2004, the FASB issued SFAS 153,Exchanges of Nonmonetary Assets, which addresses the measurement of exchanges of nonmonetary assets. The provisions of SFAS 153 require that all exchanges of nonmonetary assets that have commercial substance be recorded at fair value. The company will be required to adopt the provisions of this standard beginning on January 1, 2006. Management does not expect application of this standard to have a material effect on the company’s financial condition or results of operations.

In December 2004, the FASB issued SFAS 123R,Share-Based Payment, a revision of SFAS 123,Accounting for Stock-Based Compensation.SFAS 123R also supersedes Accounting Principles Board Opinion No. (APB) 25,Accounting for Stock Issued to Employees,and amends SFAS 95,Statement of Cash Flows. SFAS 123R has since been amended by FASB Staff Position (FSP) SFAS123R-1,Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FASB Statement No. 123(R), and FSP SFAS 123R-2,Practical Accommodation to the Application of Grant Date as Defined in FASB Statement No. 123(R).SFAS 123R, as amended, requires that all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values, while SFAS 123 as originally issued provided the option of recognizing share-based payments based on their fair values or based on their intrinsic values with pro forma disclosure of the effect of recognizing the payments based on their fair values.

As a result of Final Rule Release No. 33-8568 of the United States Securities and Exchange Commission, the company will be required to adopt the provisions of this standard beginning on January 1, 2006, instead of July 1, 2005, as previously disclosed. SFAS 123R permits public companies to adopt its requirements using one of two methods:

• A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date.

• A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate all prior periods presented based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures.

As permitted by SFAS 123, the company currently uses the intrinsic value method as defined by APB 25 to account for share-based payments. As a result, the adoption of SFAS 123R is expected to have a material effect on the company’s results of operations, although it will not affect the company’s overall financial position. As the amount of expense to be recognized in future periods will depend on

19

the levels of future grants, the effect of adoption of SFAS 123R cannot be predicted with certainty. However, had the company adopted SFAS 123R in prior periods, the effect of adoption would have approximated the effect of using the fair value method, as defined in SFAS 123, to account for share-based payment as disclosed in Note 4 to the company’s consolidated financial statements under the caption “Stock-Based Compensation.” SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as financing cash flows, rather than as operating cash flows as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. The company cannot estimate what these amounts will be in the future, as they depend on a number of factors including the timing of employee exercises of stock options and the value of the company’s stock at the date of those exercises. However, had the company adopted SFAS 123R in prior periods, the amount of cash flows recognized for such excess tax deductions would have been $1.6 million and $1.5 million in the first nine months of 2005 and 2004.

In May 2005, the FASB issued SFAS 154,Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. The provisions of SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The company will be required to adopt the provisions of this standard beginning on January 1, 2006. Management does not expect application of this standard to have a material effect on the company’s financial condition or results of operations.

Risks

The company is subject to risks associated with changes in the healthcare industry, including competition and continued efforts to control costs, which place pressure on operating earnings, changes in the way medical and surgical services are delivered, and changes in manufacturer preferences between the sale of product directly to hospital customers and the use of wholesale distribution. The loss of one of the company’s larger customers, or the loss of a relationship with a group purchasing organization, could have a significant effect on the company’s business.

Forward-looking Statements

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

• general economic and business conditions

• the ability of the company to implement its strategic initiatives

• dependence on sales to certain customers

• the ability to retain existing customers and the success of marketing and other programs in attracting new customers

• dependence on suppliers

20

• the ability to adapt to changes in product pricing and other terms of purchase by suppliers of product

• changes in manufacturer preferences between direct sales and wholesale distribution

• competition

• changing trends in customer profiles and ordering patterns

• the ability of the company to meet customer demand for additional value added services

• the ability to convert customers to CostTrack^SM

• the availability of supplier incentives

• access to special inventory buying opportunities

• the ability of business partners to perform their contractual responsibilities

• the ability to manage operating expenses

• the effect of higher fuel prices on delivery costs

• the ability of the company to manage financing costs and interest rate risk

• the risk that a decline in business volume or profitability could result in an impairment of goodwill

• the ability to timely or adequately respond to technological advances in the medical supply industry

• the ability to successfully manage and integrate acquisitions

• the costs associated with and outcome of outstanding and any future litigation, including product and professional liability claims

• the outcome of outstanding tax contingencies

• changes in government regulations, including healthcare laws and regulations

• changes in government, including Medicare, reimbursement guidelines and private insurer reimbursement amounts

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The company believes there has been no material change in its exposure to market risk from that discussed in Item 7A in the company’s Annual Report on Form 10-K for the year ended December 31, 2004.

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Item 4. Controls and Procedures

The company carried out an evaluation, with the participation of the company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the company’s disclosure controls and procedures (pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the company required to be included in the company’s periodic SEC filings. There has been no change in the company’s internal controls over financial reporting during the quarter ended September 30, 2005, that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

Certain legal proceedings pending against the company are described in the company’s Annual Report on Form 10-K for the year ended December 31, 2004. Through September 30, 2005, there have been no material developments in any legal proceedings reported in such Annual Report.

Item 6. Exhibits

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

	Owens & Minor, Inc.
	(Registrant)
Date November 4, 2005	/s/    CRAIG R. SMITH
	Craig R. Smith
	President & Chief Executive Officer
Date November 4, 2005	/s/    JEFFREY KACZKA
	Jeffrey Kaczka
	Senior Vice President & Chief Financial Officer
Date November 4, 2005	/s/    OLWEN B. CAPE
	Olwen B. Cape
	Vice President, Controller & Chief Accounting Officer

Exhibits Filed with SEC

Exhibit #

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002