Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 10-Q
________________________________________________
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019
OR
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¨ | 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)
_______________________________________________________
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Virginia | 54-1701843 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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9120 Lockwood Boulevard, Mechanicsville, Virginia | 23116 |
(Address of principal executive offices) | (Zip Code) |
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Post Office Box 27626, Richmond, Virginia | 23261-7626 |
(Mailing address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (804) 723-7000
_________________________________________________________
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. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Emerging growth company | o | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of Owens & Minor, Inc.’s common stock outstanding as of May 1, 2019, was 62,935,985 shares.
Owens & Minor, Inc. and Subsidiaries
Index
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 6. | | |
Part I. Financial Information
Item 1. Financial Statements
Owens & Minor, Inc. and Subsidiaries
Consolidated Statements of Income (Loss)
(unaudited)
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| | | | | | | | |
| | Three Months Ended March 31, |
(in thousands, except per share data) | | 2019 | | 2018 |
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 |
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Operating income | | 14,692 |
| | 24,217 |
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Interest expense, net | | 29,101 |
| | 10,253 |
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Income (loss) before income taxes | | (14,409 | ) | | 13,964 |
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Income tax (benefit) provision | | (313 | ) | | 5,813 |
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Net income (loss) | | $ | (14,096 | ) | | $ | 8,151 |
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| | | | |
Net income (loss) per common share: basic and diluted | | $ | (0.23 | ) | | $ | 0.13 |
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See accompanying notes to consolidated financial statements.
3
Owens & Minor, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
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| | | | | | | | |
| | Three Months Ended March 31, |
(in thousands) | | 2019 |
| 2018 |
Net income (loss) | | $ | (14,096 | ) | | $ | 8,151 |
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Other comprehensive income (loss), net of tax: | | | | |
Currency translation adjustments (net of income tax of $0 in 2019 and 2018) | | (4,207 | ) | | 8,921 |
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Change in unrecognized net periodic pension costs (net of income tax of $69 in 2019 and $142 in 2018) | | 197 |
| | 380 |
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Net unrealized gain (loss) on derivative instruments and other (net of income tax of $658 in 2019 and $0 in 2018) | | (2,413 | ) | | 6 |
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Total other comprehensive income (loss), net of tax | | (6,423 | ) | | 9,307 |
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Comprehensive income (loss) | | $ | (20,519 | ) | | $ | 17,458 |
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See accompanying notes to consolidated financial statements.
4
Owens & Minor, Inc. and Subsidiaries
Consolidated Balance Sheets
(unaudited)
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| | | | | | | |
| March 31, | | December 31, |
(in thousands, except per share data) | 2019 | | 2018 |
Assets | | | |
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 |
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Merchandise inventories | 1,210,558 |
| | 1,290,103 |
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Other current assets | 336,065 |
| | 321,690 |
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Total current assets | 2,465,246 |
| | 2,538,578 |
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Property and equipment, net of accumulated depreciation of $283,804 and $270,105 | 386,135 |
| | 386,723 |
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Operating lease assets | 197,200 |
| | — |
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Goodwill | 413,235 |
| | 414,122 |
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Intangible assets, net | 311,254 |
| | 321,764 |
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Other assets, net | 109,294 |
| | 112,601 |
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Total assets | $ | 3,882,364 |
| | $ | 3,773,788 |
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Liabilities and equity | | |
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Current liabilities | | |
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Accounts payable | $ | 990,688 |
| | $ | 1,109,589 |
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Accrued payroll and related liabilities | 40,999 |
| | 48,203 |
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Other current liabilities | 377,989 |
| | 314,219 |
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Total current liabilities | 1,409,676 |
| | 1,472,011 |
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Long-term debt, excluding current portion | 1,685,135 |
| | 1,650,582 |
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Operating lease liabilities, excluding current portion | 155,703 |
| | — |
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Deferred income taxes | 42,144 |
| | 50,852 |
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Other liabilities | 87,867 |
| | 81,924 |
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Total liabilities | 3,380,525 |
| | 3,255,369 |
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Commitments and contingencies |
| |
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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 |
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Paid-in capital | 241,547 |
| | 238,773 |
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Retained earnings | 186,455 |
| | 200,670 |
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Accumulated other comprehensive loss | (52,035 | ) | | (45,612 | ) |
Total equity | 501,839 |
| | 518,419 |
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Total liabilities and equity | $ | 3,882,364 |
| | $ | 3,773,788 |
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See accompanying notes to consolidated financial statements.
5
Owens & Minor, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
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| | | | | | | |
| Three Months Ended March 31, |
(in thousands) | 2019 | | 2018 |
Operating activities: | | | |
Net income (loss) | $ | (14,096 | ) | | $ | 8,151 |
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Adjustments to reconcile net income to cash (used for) provided by operating activities: | | |
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Depreciation and amortization | 28,720 |
| | 17,911 |
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Share-based compensation expense | 4,505 |
| | 3,035 |
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Provision for losses on accounts receivable | 3,619 |
| | 1,073 |
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Deferred income tax benefit | (8,613 | ) | | (1,482 | ) |
Changes in operating assets and liabilities: | | |
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Accounts receivable | (22,573 | ) | | (18,519 | ) |
Merchandise inventories | 80,194 |
| | (30,556 | ) |
Accounts payable | (120,480 | ) | | 9,478 |
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Net change in other assets and liabilities | (15,858 | ) | | 28,904 |
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Other, net | 3,678 |
| | 278 |
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Cash (used for) provided by operating activities | (60,904 | ) | | 18,273 |
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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 |
| | — |
|
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 | ) | | — |
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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 |
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Net decrease in cash and cash equivalents | (28,128 | ) | | (16,890 | ) |
Cash and cash equivalents at beginning of period | 103,367 |
| | 104,522 |
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Cash and cash equivalents at end of period | $ | 75,239 |
| | $ | 87,632 |
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Supplemental disclosure of cash flow information: | | | |
Income taxes paid, net of refunds | $ | (12,388 | ) | | $ | 1,197 |
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Interest paid | $ | 24,504 |
| | $ | 9,661 |
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See accompanying notes to consolidated financial statements.
6
Owens & Minor, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
(unaudited)
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| | | | | | | | | | | | | | | | | | | | | | |
(in thousands, except per share data) | Common Shares Outstanding | | Common Stock ($2 par value ) | | Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total Equity |
Balance, December 31, 2017 | 61,476 |
| | $ | 122,952 |
| | $ | 226,937 |
| | $ | 690,674 |
| | $ | (25,084 | ) | | $ | 1,015,479 |
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Net income | | | | | | | 8,151 |
| | | | 8,151 |
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Other comprehensive income | | | | | | | | | 9,307 |
| | 9,307 |
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Dividends declared ($0.26 per share) | | | | | | | (16,027 | ) | | | | (16,027 | ) |
Share-based compensation expense, exercises and other | 336 |
| | 672 |
| | 1,336 |
| |
| | | | 2,008 |
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Balance, March 31, 2018 | 61,812 |
| | $ | 123,624 |
| | $ | 228,273 |
| | $ | 682,798 |
| | $ | (15,777 | ) | | $ | 1,018,918 |
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| | | | | | | | | | | |
Balance, December 31, 2018 | 62,294 |
| | $ | 124,588 |
| | $ | 238,773 |
| | $ | 200,670 |
| | $ | (45,612 | ) | | $ | 518,419 |
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Net loss | | | | | | | (14,096 | ) | | | | (14,096 | ) |
Other comprehensive loss | | | | | | | | | (6,423 | ) | | (6,423 | ) |
Dividends declared ($0.0025 per share) | | | | | | | (119 | ) | | | | (119 | ) |
Share-based compensation expense, exercises and other | 642 |
| | 1,284 |
| | 2,774 |
| | | | | | 4,058 |
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Balance, March 31, 2019 | 62,936 |
| | $ | 125,872 |
| | $ | 241,547 |
| | $ | 186,455 |
| | $ | (52,035 | ) | | $ | 501,839 |
|
See accompanying notes to consolidated financial statements.
7
Owens & Minor, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, unless otherwise indicated)
Note 1—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.
Note 2—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.
Note 3—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.
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| | | | | | | | | | | |
| Preliminary Fair Value Originally Estimated as of Acquisition Date (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 |
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Goodwill | 130,364 |
| | — |
| | 130,364 |
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Intangible assets | 191,230 |
| | — |
| | 191,230 |
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Other noncurrent assets | 218,240 |
| | — |
| | 218,240 |
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Total assets | 870,704 |
| | — |
| | 870,704 |
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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.
Note 4—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.
Note 5—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:
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| | | | | | | | | | | |
| 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:
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| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2019 | | December 31, 2018 |
| Customer Relationships | | Tradenames | | Other Intangibles | | Customer Relationships | | Tradenames | | Other Intangibles |
| | | | | | | | | | | |
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 |
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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.
Note 6—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:
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| | | | | |
| 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:
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| | | | | |
| 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.
Note 7—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.
Note 8—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.
Note 9—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 March 31, |
| 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.
Note 10—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.
Note 11—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.
Note 12—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 March 31, |
(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 |
|
Note 13—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.
Note 14—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.
Note 15—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 |
|
Note 16—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 & Minor, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | 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 & Minor, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | 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 | ) | | |