Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OWENS & MINOR INC/VA/ | |
Entity Central Index Key | 75,252 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Trading Symbol | OMI | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 62,318,043 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenue | $ 2,458,271 | $ 2,265,907 | $ 4,830,850 | $ 4,594,480 |
Cost of goods sold | 2,133,277 | 1,992,374 | 4,181,170 | 4,039,768 |
Gross margin | 324,994 | 273,533 | 649,680 | 554,712 |
Distribution, selling, and administrative expenses | 308,775 | 236,615 | 593,136 | 474,308 |
Goodwill and intangible asset impairment charges | 165,447 | 0 | 165,447 | 0 |
Acquisition-related and exit and realignment charges | 24,930 | 2,893 | 39,690 | 11,835 |
Other operating (income) expense, net | (2,107) | 1,188 | (759) | 216 |
Operating income (loss) | (172,051) | 32,837 | (147,834) | 68,353 |
Interest expense, net | 18,571 | 6,736 | 28,824 | 13,480 |
Income (loss) before income taxes | (190,622) | 26,101 | (176,658) | 54,873 |
Income tax provision (benefit) | (7,845) | 5,960 | (2,032) | 15,947 |
Net income (loss) | $ (182,777) | $ 20,141 | $ (174,626) | $ 38,926 |
Net income per common share: | ||||
Net income per share attributable to common shareholders: basic and diluted (in USD per share) | $ (3.07) | $ 0.33 | $ (2.92) | $ 0.64 |
Cash dividends in USD per common share | $ 0.26 | $ 0.2575 | $ 0.52 | $ 0.515 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (182,777) | $ 20,141 | $ (174,626) | $ 38,926 |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustments (net of income tax of $0 in 2018 and 2017) | (20,678) | 22,405 | (11,757) | 27,897 |
Change in unrecognized net periodic pension costs (net of income tax of $149 and $286 in 2018 and $219 and $445 in 2017) | 374 | 230 | 754 | 466 |
Other (net of income tax of $68 in 2018 and $0 in 2017) | (122) | 84 | (116) | 194 |
Total other comprehensive income (loss), net of tax | (20,426) | 22,719 | (11,119) | 28,557 |
Comprehensive income (loss) | $ (203,203) | $ 42,860 | $ (185,745) | $ 67,483 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Currency translation adjustment, income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax expense (benefit) | 149 | 219 | 286 | 445 |
Other, income tax expense (benefit) | $ 68 | $ 0 | $ 68 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 118,188 | $ 104,522 |
Accounts receivable, net of allowances of $19,591 and $16,280 | 856,673 | 758,936 |
Merchandise inventories | 1,220,115 | 990,193 |
Other current assets | 320,206 | 328,254 |
Total current assets | 2,515,182 | 2,181,905 |
Property and equipment, net of accumulated depreciation of $231,070 and $239,581 | 344,061 | 206,490 |
Goodwill, net | 742,538 | 713,811 |
Intangible assets, net | 342,542 | 184,468 |
Other assets, net | 98,808 | 89,619 |
Total assets | 4,043,131 | 3,376,293 |
Current liabilities | ||
Accounts payable | 1,067,553 | 947,572 |
Accrued payroll and related liabilities | 37,366 | 30,416 |
Other current liabilities | 315,842 | 331,745 |
Total current liabilities | 1,420,761 | 1,309,733 |
Long-term debt, excluding current portion | 1,669,478 | 900,744 |
Deferred income taxes | 66,466 | 74,247 |
Other liabilities | 84,218 | 76,090 |
Total liabilities | 3,240,923 | 2,360,814 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 62,341 shares and 61,476 shares | 124,681 | 122,952 |
Paid-in capital | 229,884 | 226,937 |
Retained earnings | 483,846 | 690,674 |
Accumulated other comprehensive loss | (36,203) | (25,084) |
Total equity | 802,208 | 1,015,479 |
Total liabilities and equity | $ 4,043,131 | $ 3,376,293 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 19,591 | $ 16,280 |
Property and equipment, accumulated depreciation | $ 231,070 | $ 239,581 |
Common stock, par value (in USD per share) | $ 2 | $ 2 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 62,341,000 | 61,476,000 |
Common stock, outstanding (in shares) | 62,341,000 | 61,476,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||
Net income (loss) | $ (174,626) | $ 38,926 |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||
Depreciation and amortization | 43,813 | 25,206 |
Share-based compensation expense | 6,140 | 5,619 |
Goodwill and intangible asset impairment charges | 165,447 | 0 |
Provision for losses on accounts receivable | 2,867 | (368) |
Deferred income tax (benefit) expense | (6,172) | (5,385) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (30,357) | (41,863) |
Merchandise inventories | 5,211 | (86,234) |
Accounts payable | 47,260 | 42,235 |
Net change in other assets and liabilities | (14,629) | (66,003) |
Other, net | 1,299 | 5,371 |
Cash provided by (used for) operating activities | 46,253 | (82,496) |
Investing activities: | ||
Acquisitions, net of cash acquired | (733,433) | 0 |
Additions to property and equipment | (19,816) | (16,433) |
Additions to computer software and intangible assets | (10,238) | (7,860) |
Proceeds from sale of property and equipment | 12 | 573 |
Cash used for investing activities | (763,475) | (23,720) |
Financing activities: | ||
Proceeds from issuance of debt | 695,750 | 0 |
Financing costs paid | (27,697) | 0 |
Repayments of debt | (6,250) | 0 |
Proceeds from revolving credit facility | 101,000 | 15,400 |
Cash dividends paid | (32,284) | (31,476) |
Repurchases of common stock | 0 | (4,998) |
Other, net | (3,670) | (5,658) |
Cash provided by (used for) financing activities | 726,849 | (26,732) |
Effect of exchange rate changes on cash and cash equivalents | 4,039 | 4,526 |
Net increase (decrease) in cash and cash equivalents | 13,666 | (128,422) |
Cash and cash equivalents at beginning of period | 104,522 | 185,488 |
Cash and cash equivalents at end of period | 118,188 | 57,066 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid, net | 20,650 | 24,969 |
Interest paid | $ 24,848 | $ 13,028 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Dec. 31, 2016 | 61,031 | ||||
Beginning Balance at Dec. 31, 2016 | $ 960,038 | $ 122,062 | $ 219,955 | $ 685,504 | $ (67,483) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 38,926 | 38,926 | |||
Other comprehensive income (loss) | 28,557 | 28,557 | |||
Dividends declared | (31,379) | (31,379) | |||
Shares repurchased and retired (in shares) | (155) | ||||
Shares repurchased and retired | (4,998) | $ (310) | (4,688) | ||
Share-based compensation expense, exercises and other (shares) | 350 | ||||
Share-based compensation expense, exercises and other | 2,427 | $ 701 | 1,726 | ||
Ending Balance (in shares) at Jun. 30, 2017 | 61,226 | ||||
Ending Balance at Jun. 30, 2017 | 993,571 | $ 122,453 | 221,681 | 688,363 | (38,926) |
Beginning Balance at Mar. 31, 2017 | (61,645) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 20,141 | ||||
Other comprehensive income (loss) | 22,719 | ||||
Ending Balance (in shares) at Jun. 30, 2017 | 61,226 | ||||
Ending Balance at Jun. 30, 2017 | $ 993,571 | $ 122,453 | 221,681 | 688,363 | (38,926) |
Beginning Balance (in shares) at Dec. 31, 2017 | 61,476 | 61,476 | |||
Beginning Balance at Dec. 31, 2017 | $ 1,015,479 | $ 122,952 | 226,937 | 690,674 | (25,084) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (174,626) | (174,626) | |||
Other comprehensive income (loss) | (11,119) | (11,119) | |||
Dividends declared | (32,202) | (32,202) | |||
Share-based compensation expense, exercises and other (shares) | 865 | ||||
Share-based compensation expense, exercises and other | $ 4,676 | $ 1,729 | 2,947 | ||
Ending Balance (in shares) at Jun. 30, 2018 | 62,341 | 62,341 | |||
Ending Balance at Jun. 30, 2018 | $ 802,208 | $ 124,681 | 229,884 | 483,846 | (36,203) |
Beginning Balance at Mar. 31, 2018 | (15,777) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (182,777) | ||||
Other comprehensive income (loss) | $ (20,426) | ||||
Ending Balance (in shares) at Jun. 30, 2018 | 62,341 | 62,341 | |||
Ending Balance at Jun. 30, 2018 | $ 802,208 | $ 124,681 | $ 229,884 | $ 483,846 | $ (36,203) |
Consolidated Statements of Cha9
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||||
Dividends declared (in USD per share) | $ 0.26 | $ 0.2575 | $ 0.52 | $ 0.515 | |
Common stock, par value (in USD per share) | $ 2 | $ 2 | $ 2 |
Basis of Presentation and Use o
Basis of Presentation and Use of Estimates | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Recently, we have made certain changes to the leadership team, organizational structure, budgeting and financial reporting processes which drive changes to segment reporting. These changes align our operations into two distinct business units: Global Solutions and Global Products. Global Solutions (previously Domestic and International) is our U.S. and European distribution, logistics and value-added services business. Global Products (previously Proprietary Products) provides product-related solutions, including surgical and procedural kitting and sourcing. The Halyard Surgical & Infection Prevention business (Halyard S&IP or Halyard), acquired April 30, 2018, is included in the Global Products segment. Beginning with the quarter ended March 31, 2018, we reported financial results using this two segment structure and have recast prior year segment results on the same basis. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. Revenue Recognition On January 1, 2018, we adopted ASC 606 Revenue from Contracts with Customers , which establishes principles for recognizing revenue and reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We applied the guidance using the modified retrospective transition method. The adoption of this guidance had no impact on the amount and timing of revenue recognized, therefore, no adjustments were recorded to our consolidated financial statements upon adoption. Our revenue is primarily generated from sales contracts with customers. Under most of our distribution and product sales arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt. Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. Our contracts sometimes allow for forms of variable consideration including rebates, discounts and performance guarantees. In these cases, we estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer. Rebates and customer discounts are estimated based on contractual terms or historical experience and we maintain a liability for rebates or discounts that have been earned but are unpaid. The amount accrued for rebates and discounts due to customers was $34.4 million at June 30, 2018 and $13.0 million at December 31, 2017. Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. The amount deferred under these arrangements is not material. For our direct to patient sales, revenues are recorded based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under Medicare and Medicaid programs), managed care health plans and commercial insurance companies. Estimates of contractual allowances are based upon historical collection rates for the related payor agreements. The estimated reimbursement amounts are made on a payor-specific basis and are recorded based on the best information available regarding management’s interpretation of the applicable laws, regulations and reimbursement terms. In most cases, we record revenue gross, as we are the primary obligor in the arrangement and we obtain control of the products before they are transferred to the customer. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory risks, primarily for our third-party logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. See Note 14 for disaggregation of revenue by segment and geography as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The carrying amounts of cash and cash equivalents, accounts receivable, financing receivables, accounts payable and financing payables included in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The fair value of long-term debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings and average remaining maturities (Level 2). We determine the fair value of our derivatives based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies. See Notes 6 and 9 for the fair value of derivatives and long-term debt. |
Acquisitions (Notes)
Acquisitions (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions Avanos Medical Inc.'s (previously Halyard Health, Inc.) S&IP Business On April 30, 2018 (the Closing Date), we completed the previously announced acquisition of substantially all of Avanos Medical, Inc.'s (Avanos, previously Halyard Health, Inc.) Surgical and Infection Prevention business, the name “Halyard Health” (and all variations of that name and related intellectual property rights) and its IT system in exchange for $740 million , net of cash acquired, which is subject to further working capital adjustments. The Halyard S&IP business is a leading global provider of medical supplies and solutions for the prevention of healthcare associated infections across acute care and non-acute care markets. This business 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 final working capital adjustments with the seller are still pending and valuations of tangible and intangible assets and liabilities are still in process. Preliminary Fair Value Currently Estimated as of Acquisition Date Assets acquired: Current assets $ 307,427 Goodwill 183,711 Intangible assets 191,000 Other noncurrent assets 152,555 Total assets 834,693 Liabilities assumed: Current liabilities 83,822 Noncurrent liabilities 11,223 Total liabilities 95,045 Fair value of net assets acquired, net of cash $ 739,648 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 $184 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 following table provides pro forma results of net revenue for the three and six months ended June 30, 2018 and 2017 as if Halyard S&IP was acquired on January 1, 2017. 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 below 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. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2018 2017 2018 2017 Net revenue $ 2,528,271 $ 2,475,907 $ 5,110,850 $ 5,014,480 Byram Healthcare On August 1, 2017, we completed the acquisition of Byram Healthcare, a leading domestic distributor of reimbursable medical supplies sold directly to patients and home health agencies. The consideration was $360 million , net of cash acquired. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon our estimate of their fair values at the date of acquisition. The purchase price exceeded the estimated fair value of the net tangible and identifiable intangible assets by $284 million which was allocated to goodwill. The following table presents the 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. Preliminary Fair Value (1) Differences Between Prior and the Current Periods Preliminary Fair Value Estimate Fair Value Estimated as of Acquisition Date Assets acquired: Current assets $ 61,986 $ — $ 61,986 Goodwill 288,691 (4,933 ) 283,758 Intangible assets 115,000 — 115,000 Other noncurrent assets 5,069 (1,282 ) 3,787 Total assets 470,746 (6,215 ) 464,531 Liabilities assumed: Current liabilities 72,962 — 72,962 Noncurrent liabilities 31,215 — 31,215 Total liabilities 104,177 — 104,177 Fair value of net assets acquired, net of cash $ 366,569 $ (6,215 ) $ 360,354 (1) As previously reported in our 2017 Form 10-K. We are amortizing the fair value of acquired intangible assets, primarily chronic customer relationships and a trade name, over their weighted average useful lives of three to 10 years. Goodwill of $284 million , which we assigned to our Global Solutions segment, consists largely of expected opportunities to grow in the non-acute market with direct to patient and home health agency distribution capabilities. None of the goodwill recognized is expected to be deductible for income tax purposes. Pro forma results of operations for Byram have not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. The change in fair value of net assets acquired, net of cash, of $6.2 million was the result of the final purchase price settlement with the seller of Byram. Acquisition-related expenses in the current quarter and year-to-date consisted primarily of transition and transaction costs for the Halyard S&IP transaction. Expenses in the prior year periods were primarily related to Byram. We recognized pre-tax acquisition-related expenses of $23.2 million and $35.3 million in the three and six month periods ended June 30, 2018 and $0.7 million and $2.0 million related to these activities in the same periods of 2017. |
Financing Receivables and Payab
Financing Receivables and Payables | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Financing Receivables and Payables | Financing Receivables and Payables At June 30, 2018 and December 31, 2017 , we had financing receivables of $169.6 million and $192.1 million and related payables of $91.6 million and $124.9 million outstanding under our order-to-cash program and product financing arrangements, which were included in other current assets and other current liabilities, respectively, in the consolidated balance sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We test goodwill for impairment annually (as of October 1) or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying amount. As a result of lower than projected financial results of certain reporting units due to customer losses and operational inefficiencies, which have caused us to revise our expectations with regard to future performance, and a decline in market capitalization of the Company, we determined that there were indicators present that would require an interim impairment analysis. During the quarter ended June 30, 2018, we performed an interim goodwill impairment test and concluded that the fair values for certain reporting units comprising our CPS kitting businesses within our Global Products segment were below their carrying amount. We determined the estimated fair value of our reporting units by using an income (discounted cash flow analysis) approach. The income approach is dependent upon several assumptions regarding future periods, including assumptions with respect to future sales growth and a terminal growth rate. In addition, a weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their present values. The WACC was based on externally observable data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to our company. In conjunction with our interim impairment testing performed during the quarter ended June 30, 2018, we adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . See Note 16 for further information. The amount by which the carrying values of the impaired reporting units' goodwill exceeded their fair values was $149.0 million , which was recognized as an impairment loss for the quarter ended June 30, 2018 in the accompanying consolidated statements of income (loss) as “Goodwill and intangible asset impairment charges.” In connection with our new segment structure, which began in the first quarter of 2018, goodwill is now reported as part of Global Solutions or Global Products. There was no change to our underlying reporting units as part of that segment change and therefore no reallocation of goodwill. The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through June 30, 2018: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2017 $ 495,860 $ 217,951 $ 713,811 Currency translation adjustments (592 ) (491 ) (1,083 ) Acquisitions (4,933 ) 183,711 178,778 Carrying amount of goodwill, June 30, 2018 490,335 401,171 891,506 Accumulated goodwill impairment, December 31, 2017 — — — Goodwill impairment charge — (148,968 ) (148,968 ) Accumulated goodwill impairment, June 30, 2018 — (148,968 ) (148,968 ) Net carrying amount of goodwill, June 30, 2018 $ 490,335 $ 252,203 $ 742,538 Intangible assets at June 30, 2018, and December 31, 2017, were as follows: June 30, 2018 December 31, 2017 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 267,863 $ 97,000 $ 44,299 $ 199,265 $ 31,000 $ 12,537 Accumulated amortization (59,364 ) (4,073 ) (3,183 ) (54,757 ) (1,769 ) (1,808 ) Net intangible assets $ 208,499 $ 92,927 $ 41,116 $ 144,508 $ 29,231 $ 10,729 During the six months ended June 30, 2018, we noted impairment indicators related to our intangible assets. Consistent with the impairment indicators that were considered in performing our interim goodwill impairment assessment, lower than projected financial results of certain reporting units due to customer losses and operational inefficiencies have caused us to revise our expectations with regard to future performance. We performed an impairment test based on the projected undiscounted future cash flows, resulting in the recording of an impairment charge of $16.5 million related to a write-off of customer relationships in our CPS business within our Global Products segment. We recorded this amount in “Goodwill and intangible asset impairment charges” in our accompanying consolidated statements of income (loss). At June 30, 2018, $117.2 million in net intangible assets were held in the Global Solutions segment and $225.3 million were held in the Global Products segment. Amortization expense for intangible assets was $9.4 million and $2.3 million for the three months ended June 30, 2018 and 2017 and $15.8 million and $4.7 million for the six months ended June 30, 2018 and 2017. Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $20.8 million for the remainder of 2018, $41.6 million for 2019, $40.6 million for 2020, $38.9 million for 2021, $38.0 million for 2022 and $36.4 million for 2023. |
Derivatives (Notes)
Derivatives (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We are directly and indirectly affected by changes in foreign currency, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes. We use a layered hedging program to hedge select anticipated foreign currency cash flows to reduce volatility in both cash flows and reported earnings. 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. The total notional values of derivatives that were designated and qualified for our foreign currency cash flow hedging program was $12.6 million as of June 30, 2018. We were not party to any derivatives as of or for the year ended December 31, 2017. We determine the fair value of our derivatives based on quoted market prices. 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 line items. We consider the risk of counterparty default to be minimal. On July 13, 2018, we entered into interest rate swap agreements with a notional amount of $450 million to reduce risk related to our variable-rate debt, which was subject to changes in market rates of interest. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreements will be included in interest expense. Our interest rate swap agreements and our variable-rate term debt are based upon LIBOR and Eurocurrency Rate. |
Exit and Realignment Charges
Exit and Realignment Charges | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Exit and Realignment Costs | Exit and Realignment Charges 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 and six months ended June 30, 2018 and 2017 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Global Solutions segment $ 1,737 $ 2,241 $ 4,444 $ 9,372 Global Products segment — (40 ) (29 ) 423 Total exit and realignment charges $ 1,737 $ 2,201 $ 4,415 $ 9,795 The following table summarizes the activity related to exit and realignment cost accruals through June 30, 2018 and 2017: Lease Obligations Severance and Other Total Accrued exit and realignment costs, December 31, 2017 $ — $ 11,972 $ 11,972 Provision for exit and realignment activities — 2,295 2,295 Change in estimate — (23 ) (23 ) Cash payments — (6,479 ) (6,479 ) Accrued exit and realignment costs, March 31, 2018 — 7,765 7,765 Provision for exit and realignment activities (415 ) (415 ) Change in estimate — — Cash payments (4,207 ) (4,207 ) Accrued exit and realignment costs, June 30, 2018 $ — $ 3,143 $ 3,143 Accrued exit and realignment costs, December 31, 2016 $ — $ 2,238 $ 2,238 Provision for exit and realignment activities — 3,211 3,211 Change in estimate — (304 ) (304 ) Cash payments — (3,034 ) (3,034 ) Accrued exit and realignment costs, March 31, 2017 — 2,111 2,111 Provision for exit and realignment activities — 1,382 1,382 Change in estimate — (18 ) (18 ) Cash payments — (667 ) (667 ) Accrued exit and realignment costs, June 30, 2017 $ — $ 2,808 $ 2,808 In addition to the exit and realignment accruals in the preceding table, we also incurred $2.2 million of costs that were expensed as incurred for the quarter ended June 30, 2018, including $1.1 million in information system restructuring costs and $1.1 million in other costs. In the first quarter of 2018, we incurred $0.4 million in costs that were expensed as incurred, including $0.2 million in information system restructuring costs and $0.2 million in other costs. We incurred $0.8 million of costs that were expensed as incurred for the three months ended June 30, 2017, including $0.2 million in information system restructuring costs and $0.6 million in other costs. In the first quarter of 2017, we incurred $4.7 million of costs that were expensed as incurred, including $4.5 million in asset write-downs and $0.2 million in other costs. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain officers and other key employees in the United States. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective employees. The components of net periodic benefit cost, which are included in distribution, selling and administrative expenses, for the three and six months ended June 30, 2018 and 2017 , were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Service cost $ 18 $ 16 $ 38 $ 28 Interest cost 419 474 838 948 Recognized net actuarial loss 522 449 1,044 911 Net periodic benefit cost $ 959 $ 939 $ 1,920 $ 1,887 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 $0.4 million for the three months ended June 30, 2018 and 2017 , respectively and $1.1 million and $0.8 million for the six months ended June 30, 2018 and 2017 , respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt We have $275 million of 3.875% senior notes due 2021 (the “2021 Notes”) and $275 million of 4.375% senior notes due 2024 (the “2024 Notes”), with interest payable semi-annually. The 2021 Notes were sold at 99.5% of the principal amount with an effective yield of 3.951% . The 2024 Notes were sold at 99.6% of the principal with an effective yield of 4.422% . We have the option to redeem the 2021 Notes and 2024 Notes in part or in whole prior to maturity at a redemption price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments discounted at the Treasury Rate plus 30 basis points. As of June 30, 2018 and December 31, 2017, the estimated fair value of the 2021 Notes was $262.6 million and $278.1 million and the estimated fair value of the 2024 Notes was $214.5 million and $277.9 million , respectively. We have a Credit Agreement with a borrowing capacity of $600 million and a $250 million Term A-1 loan. In connection with the Halyard S&IP acquisition, we amended our Credit Agreement to include, among others things, an additional $195.8 million Term A-2 loan and $500 million Term B loan. The revolving credit facility and Term A loans mature in July 2022 and the Term B loan matures in October 2025. In connection with amending our Credit Agreement, we entered into 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 (“Liens”) in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries (limited, in the case of controlled foreign corporations, to a pledge of 65% of the voting capital stock of each first-tier foreign subsidiary of each Credit Party) and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions. Our Credit Agreement has a “springing maturity date” with respect to the revolving loans and the term A loans and the term B loans, 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 loans, term A loans and term B loans shall be the date that is 91 days prior to the maturity date of the 2021 Notes. We make principal payments under the term loans on a quarterly basis with the remaining outstanding principal due upon maturity. Under the Credit Agreement, we have the ability to request two one -year extensions and to request an increase in aggregate commitments by up to $200 million . The interest rate on our revolving credit facility and Term A loans, which is subject to adjustment quarterly, is based on the Eurocurrency Rate, the Federal Funds Rate or the Prime Rate, plus an adjustment based on the better of our credit ratings or debt to EBITDA ratio as defined by the Credit Agreement. Our Term B loan pays 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 limit the amount of indebtedness that we may incur and require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition. Based on our Credit Spread, the interest rate under the credit facility at June 30, 2018 is Eurocurrency Rate plus 2.00% . At June 30, 2018, we had borrowings of $205.6 million under the revolver and letters of credit of approximately $13.9 million outstanding under the Credit Agreement, leaving $380.5 million available for borrowing. We also had a letter of credit outstanding for $1.4 million as of June 30, 2018 and $1.3 million as of December 31, 2017, which supports our facilities leased in Europe. Scheduled future principal payments of debt are $16.3 million in 2018, $27.5 million in 2019, $30.3 million in 2020, $316.6 million in 2021, $553.9 million in 2022, and $753.8 million thereafter. The Credit Agreement and senior notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. We believe we were in compliance with our debt covenants at June 30, 2018. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 4.1% and 1.2% for the three and six months ended June 30, 2018 , compared to 22.8% and 29.1% in the same periods of 2017 . The change in the effective tax rate compared to 2017 resulted primarily from the goodwill and intangible asset impairment charges in the current quarter which was not deductible for income tax purposes, losses in jurisdictions with full valuation allowances and additional income tax expense associated with the vesting of restricted stock. The liability for unrecognized tax benefits was $14.2 million at June 30, 2018 , and $13.6 million at December 31, 2017 . Included in the liability at June 30, 2018 were $5.3 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. On December 22, 2017, the President signed the Tax Cuts and Jobs Act (the Act). While we substantially completed our analysis of the Act as of December 31, 2017, the amounts recorded for the Act remain provisional for the transition tax, the remeasurement of deferred taxes, our reassessment of permanently reinvested earnings, uncertain tax positions and valuation allowances. These estimates may be impacted by further analysis and future clarification and guidance regarding available tax accounting methods and elections, earnings and profits computations, state tax conformity to federal tax changes and the impact of the global intangible low-taxed Income (GILTI) provisions. We included an estimate of the current GILTI impact in our tax provision for 2018, however, we have not yet determined our policy election with respect to whether such taxes are recorded as a current period expense when incurred or whether such amounts should be factored into our measurement of its deferred taxes. |
Net Income per Common Share
Net Income per Common Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common Share The following summarizes the calculation of net income per common share attributable to common shareholders for the three and six months ended June 30, 2018 and 2017. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2018 2017 2018 2017 Numerator: Net income (loss) $ (182,777 ) $ 20,141 $ (174,626 ) $ 38,926 Less: income allocated to unvested restricted shares — (229 ) — (469 ) Net income (loss) attributable to common shareholders - basic (182,777 ) 19,912 (174,626 ) 38,457 Add: undistributed income attributable to unvested restricted shares - basic — 27 — 51 Less: undistributed income attributable to unvested restricted shares - diluted — (27 ) — (51 ) Net income (loss) attributable to common shareholders - diluted $ (182,777 ) $ 19,912 $ (174,626 ) $ 38,457 Denominator: Weighted average shares outstanding - basic and diluted 59,750 59,863 60,022 60,020 Net income (loss) per share attributable to common shareholders: basic and diluted $ (3.07 ) $ 0.33 $ (2.92 ) $ 0.64 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Our Board of Directors has authorized a share repurchase program of up to $100 million of our outstanding common stock to be executed at the discretion of management over a three -year period, expiring in December 2019. The timing of repurchases and the exact number of shares of common stock to be purchased will depend upon market conditions and other factors and may be suspended or discontinued at any time. Purchases under the share repurchase program are made either pursuant to 10b5-1 plans entered into by the company from time to time and/or during the company’s scheduled quarterly trading windows for officers and directors. 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. There are also limitations depending upon our leverage ratio prior to any share repurchases or on a pro forma basis. We did no t repurchase any shares during the six months ended June 30, 2018. As of June 30, 2018 , we have approximately $94.0 million remaining under the repurchase program. We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table shows the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2018 and 2017 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), March 31, 2018 $ (11,686 ) $ (4,264 ) $ 173 $ (15,777 ) Other comprehensive income (loss) before reclassifications — (20,678 ) (190 ) (20,868 ) Income tax — — 68 68 Other comprehensive income (loss) before reclassifications, net of tax — (20,678 ) (122 ) (20,800 ) Amounts reclassified from accumulated other comprehensive income (loss) 523 — — 523 Income tax (149 ) — — (149 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 374 — — — 374 Other comprehensive income (loss) 374 (20,678 ) (122 ) (20,426 ) Accumulated other comprehensive income (loss), June 30, 2018 $ (11,312 ) $ (24,942 ) $ 51 $ (36,203 ) Accumulated other comprehensive income (loss), March 31, 2017 $ (10,973 ) $ (50,753 ) $ 81 $ (61,645 ) Other comprehensive income (loss) before reclassifications — 22,405 84 22,489 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 22,405 84 22,489 Amounts reclassified from accumulated other comprehensive income (loss) 449 — — 449 Income tax (219 ) — — (219 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 230 — — — 230 Other comprehensive income (loss) 230 22,405 84 22,719 Accumulated other comprehensive income (loss), June 30, 2017 $ (10,743 ) $ (28,348 ) $ 165 $ (38,926 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2017 $ (12,066 ) $ (13,185 ) $ 167 $ (25,084 ) Other comprehensive income (loss) before reclassifications — (11,757 ) (184 ) (11,941 ) Income tax — — 68 68 Other comprehensive income (loss) before reclassifications, net of tax — (11,757 ) (116 ) (11,873 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,040 1,040 Income tax (286 ) (286 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 754 — — 754 Other comprehensive income (loss) 754 (11,757 ) (116 ) (11,119 ) Accumulated other comprehensive income (loss), June 30, 2018 $ (11,312 ) $ (24,942 ) $ 51 $ (36,203 ) Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Other comprehensive income (loss) before reclassifications — 27,897 194 28,091 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 27,897 194 28,091 Amounts reclassified from accumulated other comprehensive income (loss) 911 — — 911 Income tax (445 ) — — (445 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 466 — — 466 Other comprehensive income (loss) 466 27,897 194 28,557 Accumulated other comprehensive income (loss), June 30, 2017 $ (10,743 ) $ (28,348 ) $ 165 $ (38,926 ) We include amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as a component of net periodic pension cost recorded in distribution, selling and administrative expenses. For the three and six months ended June 30, 2018 , we reclassified $0.4 million and $0.8 million of actuarial net losses. For the three and six months ended June 30, 2017, we reclassified $0.4 million and $0.9 million of actuarial net losses. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States and European distribution, logistics and value-added services business. Global Products provides product-related solutions, including surgical and procedural kitting and sourcing. The Halyard S&IP business, acquired on April 30, 2018, is a part of Global Products. We evaluate the performance of our segments based on their operating income excluding acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Beginning in the second quarter of 2018, the Company is excluding acquisition-related intangible amortization from the measure of segment operating income. This change is consistent with management's internal measure of segment results. Prior periods have been recast on a consistent basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading or not meaningful. We believe all inter-segment sales are at prices that approximate market. The following tables present financial information by segment: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net revenue: Segment net revenue Global Solutions $ 2,290,173 $ 2,226,367 $ 4,631,295 $ 4,515,322 Global Products 279,588 130,959 400,875 268,112 Total segment net revenue 2,569,761 2,357,326 5,032,170 4,783,434 Inter-segment revenue Global Products (111,490 ) (91,419 ) (201,320 ) (188,954 ) Total inter-segment revenue (111,490 ) (91,419 ) (201,320 ) (188,954 ) Consolidated net revenue $ 2,458,271 $ 2,265,907 $ 4,830,850 $ 4,594,480 Operating income (loss): Global Solutions $ 23,977 $ 31,177 $ 60,593 $ 70,079 Global Products 22,489 10,192 33,717 19,689 Inter-segment eliminations 167 19 (75 ) (681 ) Goodwill and intangible asset impairment charges (165,447 ) — (165,447 ) — Acquisition-related intangible amortization (9,374 ) (2,347 ) (15,781 ) (4,666 ) Acquisition-related and exit and realignment charges (24,930 ) (2,893 ) (39,690 ) (11,835 ) Other (1) (18,933 ) (3,311 ) (21,151 ) (4,233 ) Consolidated operating income (loss) $ (172,051 ) $ 32,837 $ (147,834 ) $ 68,353 Depreciation and amortization: Global Solutions $ 15,854 $ 10,733 $ 31,635 $ 21,398 Global Products 10,048 1,915 12,178 3,808 Consolidated depreciation and amortization $ 25,902 $ 12,648 $ 43,813 $ 25,206 Capital expenditures: Global Solutions $ 14,544 $ 8,417 $ 28,146 $ 22,257 Global Products 1,350 1,105 1,908 2,036 Consolidated capital expenditures $ 15,894 $ 9,522 $ 30,054 $ 24,293 June 30, 2018 December 31, 2017 Total assets: Global Solutions $ 2,862,143 $ 2,870,999 Global Products 1,062,800 400,772 Segment assets 3,924,943 3,271,771 Cash and cash equivalents 118,188 104,522 Consolidated total assets $ 4,043,131 $ 3,376,293 ( 1) Software as a Service (SaaS) implementation costs associated with significant global IT platforms in connection with the redesign of our global information system strategy and incremental charge to cost of goods sold from purchase accounting impacts related to the sale of acquired inventory that was written up to fair value. 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 June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net revenue: United States $ 2,248,728 $ 2,149,289 $ 4,494,564 $ 4,363,199 Outside of the United States 209,543 116,618 336,286 231,281 Consolidated net revenue $ 2,458,271 $ 2,265,907 $ 4,830,850 $ 4,594,480 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the 2021 Notes and 2024 Notes, on a combined basis. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several, and we believe the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries. Three Months Ended June 30, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income (Loss) Net revenue $ — $ 2,219,294 $ 397,847 $ (158,870 ) $ 2,458,271 Cost of goods sold — 2,030,402 261,391 (158,516 ) 2,133,277 Gross margin — 188,892 136,456 (354 ) 324,994 Distribution, selling and administrative expenses 939 178,966 128,870 — 308,775 Goodwill and intangible asset impairment charges — — 165,447 — 165,447 Acquisition-related and exit and realignment charges — 22,958 1,972 — 24,930 Other operating (income) expense, net — 4,340 (6,447 ) — (2,107 ) Operating income (loss) (939 ) (17,372 ) (153,386 ) (354 ) (172,051 ) Interest expense (income), net 6,872 10,321 1,378 — 18,571 Income (loss) before income taxes (7,811 ) (27,693 ) (154,764 ) (354 ) (190,622 ) Income tax provision (benefit) — (10,890 ) 3,045 — (7,845 ) Equity in earnings of subsidiaries (174,966 ) (10,536 ) — 185,502 — Net income (loss) (182,777 ) (27,339 ) (157,809 ) 185,148 (182,777 ) Other comprehensive income (loss) (20,426 ) (20,657 ) (20,229 ) 40,886 (20,426 ) Comprehensive income (loss) $ (203,203 ) $ (47,996 ) $ (178,038 ) $ 226,034 $ (203,203 ) Three Months Ended June 30, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income (Loss) Net revenue $ — $ 2,129,863 $ 184,187 $ (48,143 ) $ 2,265,907 Cost of goods sold — 1,936,554 103,971 (48,151 ) 1,992,374 Gross margin — 193,309 80,216 8 273,533 Distribution, selling and administrative expenses 399 160,422 75,794 — 236,615 Acquisition-related and exit and realignment charges — 2,325 568 — 2,893 Other operating (income) expense, net — 1,407 (219 ) — 1,188 Operating income (loss) (399 ) 29,155 4,073 8 32,837 Interest expense (income), net 6,889 (804 ) 651 — 6,736 Income (loss) before income taxes (7,288 ) 29,959 3,422 8 26,101 Income tax provision (benefit) — 7,409 (1,449 ) — 5,960 Equity in earnings of subsidiaries 27,429 2,528 — (29,957 ) — Net income (loss) 20,141 25,078 4,871 (29,949 ) 20,141 Other comprehensive income (loss) 22,719 22,699 22,406 (45,105 ) 22,719 Comprehensive income (loss) $ 42,860 $ 47,777 $ 27,277 $ (75,054 ) $ 42,860 Six Months Ended June 30, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income (Loss) Net revenue $ — $ 4,330,155 $ 699,113 $ (198,418 ) $ 4,830,850 Cost of goods sold — 3,945,039 434,118 (197,987 ) 4,181,170 Gross margin — 385,116 264,995 (431 ) 649,680 Distribution, selling and administrative expenses 760 339,837 252,539 — 593,136 Goodwill and intangible asset impairment charges — — 165,447 — 165,447 Acquisition-related and exit and realignment charges — 37,258 2,432 — 39,690 Other operating (income) expense, net — 15,669 (16,428 ) — (759 ) Operating income (loss) (760 ) (7,648 ) (138,995 ) (431 ) (147,834 ) Interest expense (income), net 13,613 12,343 2,868 — 28,824 Income (loss) before income taxes (14,373 ) (19,991 ) (141,863 ) (431 ) (176,658 ) Income tax provision (benefit) — (6,434 ) 4,402 — (2,032 ) Equity in earnings of subsidiaries (160,253 ) (8,434 ) — 168,687 — Net income (loss) (174,626 ) (21,991 ) (146,265 ) 168,256 (174,626 ) Other comprehensive income (loss) (11,119 ) (11,294 ) (11,308 ) 22,602 (11,119 ) Comprehensive income (loss) $ (185,745 ) $ (33,285 ) $ (157,573 ) $ 190,858 $ (185,745 ) Six Months Ended June 30, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income (Loss) Net revenue $ — $ 4,323,149 $ 371,135 $ (99,804 ) $ 4,594,480 Cost of goods sold — 3,926,740 212,157 (99,129 ) 4,039,768 Gross margin — 396,409 158,978 (675 ) 554,712 Distribution, selling and administrative expenses 551 321,657 152,100 — 474,308 Acquisition-related and exit and realignment charges — 10,124 1,711 — 11,835 Other operating (income) expense, net — 1,033 (817 ) — 216 Operating income (loss) (551 ) 63,595 5,984 (675 ) 68,353 Interest expense (income), net 13,737 (1,593 ) 1,336 — 13,480 Income (loss) before income taxes (14,288 ) 65,188 4,648 (675 ) 54,873 Income tax provision (benefit) — 15,422 525 — 15,947 Equity in earnings of subsidiaries 53,214 1,423 — (54,637 ) — Net income (loss) 38,926 51,189 4,123 (55,312 ) 38,926 Other comprehensive income (loss) 28,557 28,345 27,897 (56,242 ) 28,557 Comprehensive income (loss) $ 67,483 $ 79,534 $ 32,020 $ (111,554 ) $ 67,483 June 30, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 12,557 $ 2,220 $ 103,411 $ — $ 118,188 Accounts receivable, net — 683,259 284,103 (110,689 ) 856,673 Merchandise inventories — 1,035,318 186,806 (2,009 ) 1,220,115 Other current assets 292 129,901 190,013 320,206 Total current assets 12,849 1,850,698 764,333 (112,698 ) 2,515,182 Property and equipment, net — 201,022 143,039 — 344,061 Goodwill, net — 363,717 378,821 — 742,538 Intangible assets, net — 196,553 145,989 — 342,542 Due from O&M and subsidiaries — 490,775 — (490,775 ) — Advances to and investment in consolidated subsidiaries 1,954,601 566,615 — (2,521,216 ) — Other assets, net — 59,770 39,038 — 98,808 Total assets $ 1,967,450 $ 3,729,150 $ 1,471,220 $ (3,124,689 ) $ 4,043,131 Liabilities and equity Current liabilities Accounts payable $ — $ 932,143 $ 246,796 $ (111,386 ) $ 1,067,553 Accrued payroll and related liabilities — 14,555 22,811 — 37,366 Other current liabilities 22,447 102,164 191,231 315,842 Total current liabilities 22,447 1,048,862 460,838 (111,386 ) 1,420,761 Long-term debt, excluding current portion 545,856 1,109,679 13,943 — 1,669,478 Due to O&M and subsidiaries 596,939 — 523,551 (1,120,490 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 19,422 47,044 — 66,466 Other liabilities — 68,196 16,022 — 84,218 Total liabilities 1,165,242 2,385,049 1,061,398 (1,370,766 ) 3,240,923 Equity Common stock 124,681 — — — 124,681 Paid-in capital 229,884 174,614 643,031 (817,645 ) 229,884 Retained earnings (deficit) 483,846 1,214,177 (199,681 ) (1,014,496 ) 483,846 Accumulated other comprehensive income (loss) (36,203 ) (44,690 ) (33,528 ) 78,218 (36,203 ) Total equity 802,208 1,344,101 409,822 (1,753,923 ) 802,208 Total liabilities and equity $ 1,967,450 $ 3,729,150 $ 1,471,220 $ (3,124,689 ) $ 4,043,131 December 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 13,700 $ 865 $ 89,957 $ — $ 104,522 Accounts receivable, net — 559,269 206,410 (6,743 ) 758,936 Merchandise inventories — 902,190 89,580 (1,577 ) 990,193 Other current assets 100 123,067 205,087 — 328,254 Total current assets 13,800 1,585,391 591,034 (8,320 ) 2,181,905 Property and equipment, net — 107,010 99,480 — 206,490 Goodwill, net — 180,006 533,805 — 713,811 Intangible assets, net — 9,582 174,886 — 184,468 Due from O&M and subsidiaries — 439,654 — (439,654 ) — Advances to and investments in consolidated subsidiaries 2,114,853 558,429 — (2,673,282 ) — Other assets, net — 57,724 31,895 — 89,619 Total assets $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 Liabilities and equity Current liabilities Accounts payable $ — $ 824,307 $ 130,028 $ (6,763 ) $ 947,572 Accrued payroll and related liabilities — 15,504 14,912 — 30,416 Other current liabilities 5,822 140,048 185,875 — 331,745 Total current liabilities 5,822 979,859 330,815 (6,763 ) 1,309,733 Long-term debt, excluding current portion 545,352 340,672 14,720 — 900,744 Due to O&M and subsidiaries 562,000 — 506,703 (1,068,703 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 25,493 48,754 — 74,247 Other liabilities — 66,136 9,954 — 76,090 Total liabilities 1,113,174 1,551,050 910,946 (1,214,356 ) 2,360,814 Equity Common stock 122,952 — — — 122,952 Paid-in capital 226,937 174,614 583,869 (758,483 ) 226,937 Retained earnings (deficit) 690,674 1,236,165 (50,416 ) (1,185,749 ) 690,674 Accumulated other comprehensive income (loss) (25,084 ) (24,033 ) (13,299 ) 37,332 (25,084 ) Total equity 1,015,479 1,386,746 520,154 (1,906,900 ) 1,015,479 Total liabilities and equity $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 Six Months Ended June 30, 2018 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ (174,626 ) $ (21,991 ) $ (146,265 ) $ 168,256 $ (174,626 ) Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: Equity in earnings of subsidiaries 160,253 8,434 — (168,687 ) — Depreciation and amortization — 12,735 31,078 — 43,813 Share-based compensation expense — 6,140 — — 6,140 Goodwill and intangible asset impairment charges — — 165,447 — 165,447 Provision for losses on accounts receivable — (724 ) 3,591 — 2,867 Deferred income tax (benefit) expense — (6,118 ) (54 ) — (6,172 ) Changes in operating assets and liabilities: Accounts receivable — (123,266 ) (11,037 ) 103,946 (30,357 ) Merchandise inventories — (133,128 ) 137,909 430 5,211 Accounts payable — 107,836 44,042 (104,618 ) 47,260 Net change in other assets and liabilities 16,434 (85,129 ) 53,393 673 (14,629 ) Other, net 503 1,095 (299 ) — 1,299 Cash provided by (used for) operating activities 2,564 (234,116 ) 277,805 — 46,253 Investing activities: Acquisitions, net of cash acquired — (739,648 ) 6,215 — (733,433 ) Additions to property and equipment — (14,965 ) (4,851 ) — (19,816 ) Additions to computer software and intangible assets — (8,622 ) (1,616 ) — (10,238 ) Proceeds from the sale of property and equipment — — 12 — 12 Cash used for investing activities — (763,235 ) (240 ) — (763,475 ) Financing activities: Change in intercompany advances 30,043 236,701 (266,744 ) — — Proceeds from issuance of debt — 695,750 — — 695,750 Financing costs paid — (27,697 ) — — (27,697 ) Repayments of debt — (6,250 ) — — (6,250 ) Proceeds from revolving credit facility — 101,000 — — 101,000 Cash dividends paid (32,284 ) — — — (32,284 ) Other, net (1,466 ) (798 ) (1,406 ) — (3,670 ) Cash provided by (used for) financing activities (3,707 ) 998,706 (268,150 ) — 726,849 Effect of exchange rate changes on cash and cash equivalents — — 4,039 — 4,039 Net increase (decrease) in cash and cash equivalents (1,143 ) 1,355 13,454 — 13,666 Cash and cash equivalents at beginning of period 13,700 865 89,957 — 104,522 Cash and cash equivalents at end of period $ 12,557 $ 2,220 $ 103,411 $ — $ 118,188 Six Months Ended June 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 38,926 $ 51,189 $ 4,123 $ (55,312 ) $ 38,926 Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (53,214 ) (1,423 ) — 54,637 — Depreciation and amortization — 13,662 11,544 — 25,206 Share-based compensation expense — 5,619 — — 5,619 Provision for losses on accounts receivable — (707 ) 339 — (368 ) Deferred income tax (benefit) expense — (2,011 ) (3,374 ) — (5,385 ) Changes in operating assets and liabilities: Accounts receivable — (36,427 ) (4,479 ) (957 ) (41,863 ) Merchandise inventories — (78,180 ) (8,727 ) 673 (86,234 ) Accounts payable 37 62,229 (20,990 ) 959 42,235 Net change in other assets and liabilities (561 ) (37,367 ) (28,075 ) — (66,003 ) Other, net 428 4,383 560 — 5,371 Cash provided by (used for) operating activities (14,384 ) (19,033 ) (49,079 ) — (82,496 ) Investing activities: Additions to property and equipment — (11,787 ) (4,646 ) — (16,433 ) Additions to computer software and intangible assets — (2,016 ) (5,844 ) — (7,860 ) Proceeds from the sale of property and equipment — 193 380 — 573 Cash used for investing activities — (13,610 ) (10,110 ) — (23,720 ) Financing activities: Change in intercompany advances 35,416 (39,347 ) 3,931 — — Proceeds from revolving credit facility — 15,400 — — 15,400 Cash dividends paid (31,476 ) — — — (31,476 ) Repurchases of common stock (4,998 ) — — — (4,998 ) Other, net (3,158 ) (517 ) (1,983 ) — (5,658 ) Cash provided by (used for) financing activities (4,216 ) (24,464 ) 1,948 — (26,732 ) Effect of exchange rate changes on cash and cash equivalents — — 4,526 — 4,526 Net increase (decrease) in cash and cash equivalents (18,600 ) (57,107 ) (52,715 ) — (128,422 ) Cash and cash equivalents at beginning of period 38,015 61,266 86,207 — 185,488 Cash and cash equivalents at end of period $ 19,415 $ 4,159 $ 33,492 $ — $ 57,066 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. We adopted ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach. The impact on our consolidated financial statements is not material. See Note 1 for further information. In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02, Leases which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use (ROU) asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and should be applied using a modified retrospective approach. We expect this standard will have a material effect on our consolidated financial statements. While we are continuing to assess the effect of adoption, we currently believe the most significant changes relate to the recognition of new ROU assets and lease liabilities on our balance sheet for operating leases related to office and warehouse facilities. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify the subsequent measurement of goodwill. The new guidance eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The guidance will become effective for the Company beginning in 2020, with early adoption permitted. We early adopted this guidance in conjunction with our interim impairment testing performed during the quarter ended June 30, 2018. There have been no changes in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2017. |
Basis of Presentation and Use26
Basis of Presentation and Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Recently, we have made certain changes to the leadership team, organizational structure, budgeting and financial reporting processes which drive changes to segment reporting. These changes align our operations into two distinct business units: Global Solutions and Global Products. Global Solutions (previously Domestic and International) is our U.S. and European distribution, logistics and value-added services business. Global Products (previously Proprietary Products) provides product-related solutions, including surgical and procedural kitting and sourcing. The Halyard Surgical & Infection Prevention business (Halyard S&IP or Halyard), acquired April 30, 2018, is included in the Global Products segment. Beginning with the quarter ended March 31, 2018, we reported financial results using this two segment structure and have recast prior year segment results on the same basis |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted ASC 606 Revenue from Contracts with Customers , which establishes principles for recognizing revenue and reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We applied the guidance using the modified retrospective transition method. The adoption of this guidance had no impact on the amount and timing of revenue recognized, therefore, no adjustments were recorded to our consolidated financial statements upon adoption. Our revenue is primarily generated from sales contracts with customers. Under most of our distribution and product sales arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt. Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. Our contracts sometimes allow for forms of variable consideration including rebates, discounts and performance guarantees. In these cases, we estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer. Rebates and customer discounts are estimated based on contractual terms or historical experience and we maintain a liability for rebates or discounts that have been earned but are unpaid. The amount accrued for rebates and discounts due to customers was $34.4 million at June 30, 2018 and $13.0 million at December 31, 2017. Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. The amount deferred under these arrangements is not material. For our direct to patient sales, revenues are recorded based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under Medicare and Medicaid programs), managed care health plans and commercial insurance companies. Estimates of contractual allowances are based upon historical collection rates for the related payor agreements. The estimated reimbursement amounts are made on a payor-specific basis and are recorded based on the best information available regarding management’s interpretation of the applicable laws, regulations and reimbursement terms. In most cases, we record revenue gross, as we are the primary obligor in the arrangement and we obtain control of the products before they are transferred to the customer. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory risks, primarily for our third-party logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. See Note 14 for disaggregation of revenue by segment and geography as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. |
Fair Value | The carrying amounts of cash and cash equivalents, accounts receivable, financing receivables, accounts payable and financing payables included in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The fair value of long-term debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings and average remaining maturities (Level 2). We determine the fair value of our derivatives based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies. |
Share Repurchase | We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
Segment Reporting | We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States and European distribution, logistics and value-added services business. Global Products provides product-related solutions, including surgical and procedural kitting and sourcing. The Halyard S&IP business, acquired on April 30, 2018, is a part of Global Products. We evaluate the performance of our segments based on their operating income excluding acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Beginning in the second quarter of 2018, the Company is excluding acquisition-related intangible amortization from the measure of segment operating income. This change is consistent with management's internal measure of segment results. Prior periods have been recast on a consistent basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading or not meaningful. We believe all inter-segment sales are at prices that approximate market. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. We adopted ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach. The impact on our consolidated financial statements is not material. See Note 1 for further information. In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02, Leases which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use (ROU) asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and should be applied using a modified retrospective approach. We expect this standard will have a material effect on our consolidated financial statements. While we are continuing to assess the effect of adoption, we currently believe the most significant changes relate to the recognition of new ROU assets and lease liabilities on our balance sheet for operating leases related to office and warehouse facilities. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify the subsequent measurement of goodwill. The new guidance eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The guidance will become effective for the Company beginning in 2020, with early adoption permitted. We early adopted this guidance in conjunction with our interim impairment testing performed during the quarter ended June 30, 2018. There have been no changes in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2017. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Preliminary Fair Value (1) Differences Between Prior and the Current Periods Preliminary Fair Value Estimate Fair Value Estimated as of Acquisition Date Assets acquired: Current assets $ 61,986 $ — $ 61,986 Goodwill 288,691 (4,933 ) 283,758 Intangible assets 115,000 — 115,000 Other noncurrent assets 5,069 (1,282 ) 3,787 Total assets 470,746 (6,215 ) 464,531 Liabilities assumed: Current liabilities 72,962 — 72,962 Noncurrent liabilities 31,215 — 31,215 Total liabilities 104,177 — 104,177 Fair value of net assets acquired, net of cash $ 366,569 $ (6,215 ) $ 360,354 (1) As previously reported in our 2017 Form 10-K. The allocation of purchase price to assets and liabilities acquired is not yet complete, as final working capital adjustments with the seller are still pending and valuations of tangible and intangible assets and liabilities are still in process. Preliminary Fair Value Currently Estimated as of Acquisition Date Assets acquired: Current assets $ 307,427 Goodwill 183,711 Intangible assets 191,000 Other noncurrent assets 152,555 Total assets 834,693 Liabilities assumed: Current liabilities 83,822 Noncurrent liabilities 11,223 Total liabilities 95,045 Fair value of net assets acquired, net of cash $ 739,648 |
Schedule of Business Acquisition, Pro Forma Information | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2018 2017 2018 2017 Net revenue $ 2,528,271 $ 2,475,907 $ 5,110,850 $ 5,014,480 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through June 30, 2018: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2017 $ 495,860 $ 217,951 $ 713,811 Currency translation adjustments (592 ) (491 ) (1,083 ) Acquisitions (4,933 ) 183,711 178,778 Carrying amount of goodwill, June 30, 2018 490,335 401,171 891,506 Accumulated goodwill impairment, December 31, 2017 — — — Goodwill impairment charge — (148,968 ) (148,968 ) Accumulated goodwill impairment, June 30, 2018 — (148,968 ) (148,968 ) Net carrying amount of goodwill, June 30, 2018 $ 490,335 $ 252,203 $ 742,538 |
Intangible Assets | Intangible assets at June 30, 2018, and December 31, 2017, were as follows: June 30, 2018 December 31, 2017 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 267,863 $ 97,000 $ 44,299 $ 199,265 $ 31,000 $ 12,537 Accumulated amortization (59,364 ) (4,073 ) (3,183 ) (54,757 ) (1,769 ) (1,808 ) Net intangible assets $ 208,499 $ 92,927 $ 41,116 $ 144,508 $ 29,231 $ 10,729 |
Exit and Realignment Charges (T
Exit and Realignment Charges (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Exit Costs | Exit and realignment charges by segment for the three and six months ended June 30, 2018 and 2017 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Global Solutions segment $ 1,737 $ 2,241 $ 4,444 $ 9,372 Global Products segment — (40 ) (29 ) 423 Total exit and realignment charges $ 1,737 $ 2,201 $ 4,415 $ 9,795 |
Schedule of Restructuring and Related Costs Accrual Activity | The following table summarizes the activity related to exit and realignment cost accruals through June 30, 2018 and 2017: Lease Obligations Severance and Other Total Accrued exit and realignment costs, December 31, 2017 $ — $ 11,972 $ 11,972 Provision for exit and realignment activities — 2,295 2,295 Change in estimate — (23 ) (23 ) Cash payments — (6,479 ) (6,479 ) Accrued exit and realignment costs, March 31, 2018 — 7,765 7,765 Provision for exit and realignment activities (415 ) (415 ) Change in estimate — — Cash payments (4,207 ) (4,207 ) Accrued exit and realignment costs, June 30, 2018 $ — $ 3,143 $ 3,143 Accrued exit and realignment costs, December 31, 2016 $ — $ 2,238 $ 2,238 Provision for exit and realignment activities — 3,211 3,211 Change in estimate — (304 ) (304 ) Cash payments — (3,034 ) (3,034 ) Accrued exit and realignment costs, March 31, 2017 — 2,111 2,111 Provision for exit and realignment activities — 1,382 1,382 Change in estimate — (18 ) (18 ) Cash payments — (667 ) (667 ) Accrued exit and realignment costs, June 30, 2017 $ — $ 2,808 $ 2,808 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit Cost for Domestic Retirement Plan | The components of net periodic benefit cost, which are included in distribution, selling and administrative expenses, for the three and six months ended June 30, 2018 and 2017 , were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Service cost $ 18 $ 16 $ 38 $ 28 Interest cost 419 474 838 948 Recognized net actuarial loss 522 449 1,044 911 Net periodic benefit cost $ 959 $ 939 $ 1,920 $ 1,887 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Net Income Per Common Share | The following summarizes the calculation of net income per common share attributable to common shareholders for the three and six months ended June 30, 2018 and 2017. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2018 2017 2018 2017 Numerator: Net income (loss) $ (182,777 ) $ 20,141 $ (174,626 ) $ 38,926 Less: income allocated to unvested restricted shares — (229 ) — (469 ) Net income (loss) attributable to common shareholders - basic (182,777 ) 19,912 (174,626 ) 38,457 Add: undistributed income attributable to unvested restricted shares - basic — 27 — 51 Less: undistributed income attributable to unvested restricted shares - diluted — (27 ) — (51 ) Net income (loss) attributable to common shareholders - diluted $ (182,777 ) $ 19,912 $ (174,626 ) $ 38,457 Denominator: Weighted average shares outstanding - basic and diluted 59,750 59,863 60,022 60,020 Net income (loss) per share attributable to common shareholders: basic and diluted $ (3.07 ) $ 0.33 $ (2.92 ) $ 0.64 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The following table shows the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2018 and 2017 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), March 31, 2018 $ (11,686 ) $ (4,264 ) $ 173 $ (15,777 ) Other comprehensive income (loss) before reclassifications — (20,678 ) (190 ) (20,868 ) Income tax — — 68 68 Other comprehensive income (loss) before reclassifications, net of tax — (20,678 ) (122 ) (20,800 ) Amounts reclassified from accumulated other comprehensive income (loss) 523 — — 523 Income tax (149 ) — — (149 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 374 — — — 374 Other comprehensive income (loss) 374 (20,678 ) (122 ) (20,426 ) Accumulated other comprehensive income (loss), June 30, 2018 $ (11,312 ) $ (24,942 ) $ 51 $ (36,203 ) Accumulated other comprehensive income (loss), March 31, 2017 $ (10,973 ) $ (50,753 ) $ 81 $ (61,645 ) Other comprehensive income (loss) before reclassifications — 22,405 84 22,489 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 22,405 84 22,489 Amounts reclassified from accumulated other comprehensive income (loss) 449 — — 449 Income tax (219 ) — — (219 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 230 — — — 230 Other comprehensive income (loss) 230 22,405 84 22,719 Accumulated other comprehensive income (loss), June 30, 2017 $ (10,743 ) $ (28,348 ) $ 165 $ (38,926 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2017 $ (12,066 ) $ (13,185 ) $ 167 $ (25,084 ) Other comprehensive income (loss) before reclassifications — (11,757 ) (184 ) (11,941 ) Income tax — — 68 68 Other comprehensive income (loss) before reclassifications, net of tax — (11,757 ) (116 ) (11,873 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,040 1,040 Income tax (286 ) (286 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 754 — — 754 Other comprehensive income (loss) 754 (11,757 ) (116 ) (11,119 ) Accumulated other comprehensive income (loss), June 30, 2018 $ (11,312 ) $ (24,942 ) $ 51 $ (36,203 ) Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Other comprehensive income (loss) before reclassifications — 27,897 194 28,091 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 27,897 194 28,091 Amounts reclassified from accumulated other comprehensive income (loss) 911 — — 911 Income tax (445 ) — — (445 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 466 — — 466 Other comprehensive income (loss) 466 27,897 194 28,557 Accumulated other comprehensive income (loss), June 30, 2017 $ (10,743 ) $ (28,348 ) $ 165 $ (38,926 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables present financial information by segment: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net revenue: Segment net revenue Global Solutions $ 2,290,173 $ 2,226,367 $ 4,631,295 $ 4,515,322 Global Products 279,588 130,959 400,875 268,112 Total segment net revenue 2,569,761 2,357,326 5,032,170 4,783,434 Inter-segment revenue Global Products (111,490 ) (91,419 ) (201,320 ) (188,954 ) Total inter-segment revenue (111,490 ) (91,419 ) (201,320 ) (188,954 ) Consolidated net revenue $ 2,458,271 $ 2,265,907 $ 4,830,850 $ 4,594,480 Operating income (loss): Global Solutions $ 23,977 $ 31,177 $ 60,593 $ 70,079 Global Products 22,489 10,192 33,717 19,689 Inter-segment eliminations 167 19 (75 ) (681 ) Goodwill and intangible asset impairment charges (165,447 ) — (165,447 ) — Acquisition-related intangible amortization (9,374 ) (2,347 ) (15,781 ) (4,666 ) Acquisition-related and exit and realignment charges (24,930 ) (2,893 ) (39,690 ) (11,835 ) Other (1) (18,933 ) (3,311 ) (21,151 ) (4,233 ) Consolidated operating income (loss) $ (172,051 ) $ 32,837 $ (147,834 ) $ 68,353 Depreciation and amortization: Global Solutions $ 15,854 $ 10,733 $ 31,635 $ 21,398 Global Products 10,048 1,915 12,178 3,808 Consolidated depreciation and amortization $ 25,902 $ 12,648 $ 43,813 $ 25,206 Capital expenditures: Global Solutions $ 14,544 $ 8,417 $ 28,146 $ 22,257 Global Products 1,350 1,105 1,908 2,036 Consolidated capital expenditures $ 15,894 $ 9,522 $ 30,054 $ 24,293 |
Consolidated Total Assets | June 30, 2018 December 31, 2017 Total assets: Global Solutions $ 2,862,143 $ 2,870,999 Global Products 1,062,800 400,772 Segment assets 3,924,943 3,271,771 Cash and cash equivalents 118,188 104,522 Consolidated total assets $ 4,043,131 $ 3,376,293 |
Schedule of Net Revenue By Geographic Area | 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 June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net revenue: United States $ 2,248,728 $ 2,149,289 $ 4,494,564 $ 4,363,199 Outside of the United States 209,543 116,618 336,286 231,281 Consolidated net revenue $ 2,458,271 $ 2,265,907 $ 4,830,850 $ 4,594,480 |
Condensed Consolidating Finan34
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Income Statement | The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the 2021 Notes and 2024 Notes, on a combined basis. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several, and we believe the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries. Three Months Ended June 30, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income (Loss) Net revenue $ — $ 2,219,294 $ 397,847 $ (158,870 ) $ 2,458,271 Cost of goods sold — 2,030,402 261,391 (158,516 ) 2,133,277 Gross margin — 188,892 136,456 (354 ) 324,994 Distribution, selling and administrative expenses 939 178,966 128,870 — 308,775 Goodwill and intangible asset impairment charges — — 165,447 — 165,447 Acquisition-related and exit and realignment charges — 22,958 1,972 — 24,930 Other operating (income) expense, net — 4,340 (6,447 ) — (2,107 ) Operating income (loss) (939 ) (17,372 ) (153,386 ) (354 ) (172,051 ) Interest expense (income), net 6,872 10,321 1,378 — 18,571 Income (loss) before income taxes (7,811 ) (27,693 ) (154,764 ) (354 ) (190,622 ) Income tax provision (benefit) — (10,890 ) 3,045 — (7,845 ) Equity in earnings of subsidiaries (174,966 ) (10,536 ) — 185,502 — Net income (loss) (182,777 ) (27,339 ) (157,809 ) 185,148 (182,777 ) Other comprehensive income (loss) (20,426 ) (20,657 ) (20,229 ) 40,886 (20,426 ) Comprehensive income (loss) $ (203,203 ) $ (47,996 ) $ (178,038 ) $ 226,034 $ (203,203 ) Three Months Ended June 30, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income (Loss) Net revenue $ — $ 2,129,863 $ 184,187 $ (48,143 ) $ 2,265,907 Cost of goods sold — 1,936,554 103,971 (48,151 ) 1,992,374 Gross margin — 193,309 80,216 8 273,533 Distribution, selling and administrative expenses 399 160,422 75,794 — 236,615 Acquisition-related and exit and realignment charges — 2,325 568 — 2,893 Other operating (income) expense, net — 1,407 (219 ) — 1,188 Operating income (loss) (399 ) 29,155 4,073 8 32,837 Interest expense (income), net 6,889 (804 ) 651 — 6,736 Income (loss) before income taxes (7,288 ) 29,959 3,422 8 26,101 Income tax provision (benefit) — 7,409 (1,449 ) — 5,960 Equity in earnings of subsidiaries 27,429 2,528 — (29,957 ) — Net income (loss) 20,141 25,078 4,871 (29,949 ) 20,141 Other comprehensive income (loss) 22,719 22,699 22,406 (45,105 ) 22,719 Comprehensive income (loss) $ 42,860 $ 47,777 $ 27,277 $ (75,054 ) $ 42,860 |
Condensed Consolidating Balance Sheets | June 30, 2018 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 12,557 $ 2,220 $ 103,411 $ — $ 118,188 Accounts receivable, net — 683,259 284,103 (110,689 ) 856,673 Merchandise inventories — 1,035,318 186,806 (2,009 ) 1,220,115 Other current assets 292 129,901 190,013 320,206 Total current assets 12,849 1,850,698 764,333 (112,698 ) 2,515,182 Property and equipment, net — 201,022 143,039 — 344,061 Goodwill, net — 363,717 378,821 — 742,538 Intangible assets, net — 196,553 145,989 — 342,542 Due from O&M and subsidiaries — 490,775 — (490,775 ) — Advances to and investment in consolidated subsidiaries 1,954,601 566,615 — (2,521,216 ) — Other assets, net — 59,770 39,038 — 98,808 Total assets $ 1,967,450 $ 3,729,150 $ 1,471,220 $ (3,124,689 ) $ 4,043,131 Liabilities and equity Current liabilities Accounts payable $ — $ 932,143 $ 246,796 $ (111,386 ) $ 1,067,553 Accrued payroll and related liabilities — 14,555 22,811 — 37,366 Other current liabilities 22,447 102,164 191,231 315,842 Total current liabilities 22,447 1,048,862 460,838 (111,386 ) 1,420,761 Long-term debt, excluding current portion 545,856 1,109,679 13,943 — 1,669,478 Due to O&M and subsidiaries 596,939 — 523,551 (1,120,490 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 19,422 47,044 — 66,466 Other liabilities — 68,196 16,022 — 84,218 Total liabilities 1,165,242 2,385,049 1,061,398 (1,370,766 ) 3,240,923 Equity Common stock 124,681 — — — 124,681 Paid-in capital 229,884 174,614 643,031 (817,645 ) 229,884 Retained earnings (deficit) 483,846 1,214,177 (199,681 ) (1,014,496 ) 483,846 Accumulated other comprehensive income (loss) (36,203 ) (44,690 ) (33,528 ) 78,218 (36,203 ) Total equity 802,208 1,344,101 409,822 (1,753,923 ) 802,208 Total liabilities and equity $ 1,967,450 $ 3,729,150 $ 1,471,220 $ (3,124,689 ) $ 4,043,131 December 31, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 13,700 $ 865 $ 89,957 $ — $ 104,522 Accounts receivable, net — 559,269 206,410 (6,743 ) 758,936 Merchandise inventories — 902,190 89,580 (1,577 ) 990,193 Other current assets 100 123,067 205,087 — 328,254 Total current assets 13,800 1,585,391 591,034 (8,320 ) 2,181,905 Property and equipment, net — 107,010 99,480 — 206,490 Goodwill, net — 180,006 533,805 — 713,811 Intangible assets, net — 9,582 174,886 — 184,468 Due from O&M and subsidiaries — 439,654 — (439,654 ) — Advances to and investments in consolidated subsidiaries 2,114,853 558,429 — (2,673,282 ) — Other assets, net — 57,724 31,895 — 89,619 Total assets $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 Liabilities and equity Current liabilities Accounts payable $ — $ 824,307 $ 130,028 $ (6,763 ) $ 947,572 Accrued payroll and related liabilities — 15,504 14,912 — 30,416 Other current liabilities 5,822 140,048 185,875 — 331,745 Total current liabilities 5,822 979,859 330,815 (6,763 ) 1,309,733 Long-term debt, excluding current portion 545,352 340,672 14,720 — 900,744 Due to O&M and subsidiaries 562,000 — 506,703 (1,068,703 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 25,493 48,754 — 74,247 Other liabilities — 66,136 9,954 — 76,090 Total liabilities 1,113,174 1,551,050 910,946 (1,214,356 ) 2,360,814 Equity Common stock 122,952 — — — 122,952 Paid-in capital 226,937 174,614 583,869 (758,483 ) 226,937 Retained earnings (deficit) 690,674 1,236,165 (50,416 ) (1,185,749 ) 690,674 Accumulated other comprehensive income (loss) (25,084 ) (24,033 ) (13,299 ) 37,332 (25,084 ) Total equity 1,015,479 1,386,746 520,154 (1,906,900 ) 1,015,479 Total liabilities and equity $ 2,128,653 $ 2,937,796 $ 1,431,100 $ (3,121,256 ) $ 3,376,293 |
Condensed Consolidating Statement Of Cash Flows | Six Months Ended June 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 38,926 $ 51,189 $ 4,123 $ (55,312 ) $ 38,926 Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (53,214 ) (1,423 ) — 54,637 — Depreciation and amortization — 13,662 11,544 — 25,206 Share-based compensation expense — 5,619 — — 5,619 Provision for losses on accounts receivable — (707 ) 339 — (368 ) Deferred income tax (benefit) expense — (2,011 ) (3,374 ) — (5,385 ) Changes in operating assets and liabilities: Accounts receivable — (36,427 ) (4,479 ) (957 ) (41,863 ) Merchandise inventories — (78,180 ) (8,727 ) 673 (86,234 ) Accounts payable 37 62,229 (20,990 ) 959 42,235 Net change in other assets and liabilities (561 ) (37,367 ) (28,075 ) — (66,003 ) Other, net 428 4,383 560 — 5,371 Cash provided by (used for) operating activities (14,384 ) (19,033 ) (49,079 ) — (82,496 ) Investing activities: Additions to property and equipment — (11,787 ) (4,646 ) — (16,433 ) Additions to computer software and intangible assets — (2,016 ) (5,844 ) — (7,860 ) Proceeds from the sale of property and equipment — 193 380 — 573 Cash used for investing activities — (13,610 ) (10,110 ) — (23,720 ) Financing activities: Change in intercompany advances 35,416 (39,347 ) 3,931 — — Proceeds from revolving credit facility — 15,400 — — 15,400 Cash dividends paid (31,476 ) — — — (31,476 ) Repurchases of common stock (4,998 ) — — — (4,998 ) Other, net (3,158 ) (517 ) (1,983 ) — (5,658 ) Cash provided by (used for) financing activities (4,216 ) (24,464 ) 1,948 — (26,732 ) Effect of exchange rate changes on cash and cash equivalents — — 4,526 — 4,526 Net increase (decrease) in cash and cash equivalents (18,600 ) (57,107 ) (52,715 ) — (128,422 ) Cash and cash equivalents at beginning of period 38,015 61,266 86,207 — 185,488 Cash and cash equivalents at end of period $ 19,415 $ 4,159 $ 33,492 $ — $ 57,066 |
Basis of Presentation and Use35
Basis of Presentation and Use of Estimates (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | ||
Number of reportable segments | segment | 2 | |
Contract with customer, liability | $ | $ 34.4 | $ 13 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Aug. 01, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 742,538 | $ 742,538 | $ 713,811 | |||||
Payments to acquire businesses, net of cash acquired | 733,433 | $ 0 | ||||||
Acquisition related costs | 23,200 | $ 700 | 35,300 | $ 2,000 | ||||
Byram Healthcare | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, consideration transferred | $ 360,000 | |||||||
Goodwill | $ 284,000 | $ 283,758 | ||||||
Payments to acquire businesses, net of cash acquired | $ 6,200 | |||||||
Halyard's Health And IT System | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, consideration transferred | $ 740,000 | |||||||
Goodwill | $ 183,711 | |||||||
Minimum | Byram Healthcare | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets , useful life | 3 years | |||||||
Minimum | Halyard's Health And IT System | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets , useful life | 8 years | |||||||
Maximum | Byram Healthcare | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets , useful life | 10 years | |||||||
Maximum | Halyard's Health And IT System | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets , useful life | 12 years | |||||||
Global Solutions | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 490,335 | $ 490,335 | ||||||
Global Solutions | Byram Healthcare | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 284,000 | $ 284,000 |
Acquisitions - Allocation of pu
Acquisitions - Allocation of purchase price (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2017 |
Assets acquired: | |||||
Goodwill | $ 742,538 | $ 713,811 | |||
Halyard's Health And IT System | |||||
Assets acquired: | |||||
Current assets | $ 307,427 | ||||
Goodwill | 183,711 | ||||
Intangible assets | 191,000 | ||||
Other noncurrent assets | 152,555 | ||||
Total assets | 834,693 | ||||
Liabilities assumed: | |||||
Current liabilities | 83,822 | ||||
Noncurrent liabilities | 11,223 | ||||
Total liabilities | 95,045 | ||||
Fair value of net assets acquired, net of cash | $ 739,648 | ||||
Byram Healthcare | |||||
Assets acquired: | |||||
Current assets | $ 61,986 | ||||
Goodwill | 283,758 | $ 284,000 | |||
Intangible assets | 115,000 | ||||
Other noncurrent assets | 3,787 | ||||
Total assets | 464,531 | ||||
Liabilities assumed: | |||||
Current liabilities | 72,962 | ||||
Noncurrent liabilities | 31,215 | ||||
Total liabilities | 104,177 | ||||
Fair value of net assets acquired, net of cash | 360,354 | ||||
Scenario, Previously Reported | Byram Healthcare | |||||
Assets acquired: | |||||
Current assets | 61,986 | ||||
Goodwill | 288,691 | ||||
Intangible assets | 115,000 | ||||
Other noncurrent assets | 5,069 | ||||
Total assets | 470,746 | ||||
Liabilities assumed: | |||||
Current liabilities | 72,962 | ||||
Noncurrent liabilities | 31,215 | ||||
Total liabilities | 104,177 | ||||
Fair value of net assets acquired, net of cash | $ 366,569 | ||||
Scenario, Adjustment | Byram Healthcare | |||||
Assets acquired: | |||||
Current assets | 0 | ||||
Goodwill | (4,933) | ||||
Intangible assets | 0 | ||||
Other noncurrent assets | (1,282) | ||||
Total assets | (6,215) | ||||
Liabilities assumed: | |||||
Current liabilities | 0 | ||||
Noncurrent liabilities | 0 | ||||
Total liabilities | 0 | ||||
Fair value of net assets acquired, net of cash | $ (6,215) |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Halyard's Health And IT System | ||||
Business Acquisition [Line Items] | ||||
Net revenue | $ 2,528,271 | $ 2,475,907 | $ 5,110,850 | $ 5,014,480 |
Financing Receivables and Pay39
Financing Receivables and Payables - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Financing Receivables and Payables [Line Items] | ||
Other current liabilities | $ 315,842 | $ 331,745 |
Financing Receivables | ||
Financing Receivables and Payables [Line Items] | ||
Other current assets | 169,600 | 192,100 |
Financing Payables | ||
Financing Receivables and Payables [Line Items] | ||
Other current liabilities | $ 91,600 | $ 124,900 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Carrying amount of goodwill, December 31, 2017 | $ 713,811 | |
Currency translation adjustments | (1,083) | |
Acquisitions | 178,778 | |
Goodwill, gross carrying amount | 891,506 | $ 713,811 |
Accumulated goodwill impairment, December 31, 2017 | 0 | |
Goodwill impairment charge | (148,968) | |
Accumulated goodwill impairment, June 30, 2018 | (148,968) | |
Net carrying amount of goodwill, June 30, 2018 | 742,538 | |
Global Solutions | ||
Goodwill [Roll Forward] | ||
Currency translation adjustments | (592) | |
Acquisitions | (4,933) | |
Goodwill, gross carrying amount | 490,335 | 495,860 |
Accumulated goodwill impairment, December 31, 2017 | 0 | |
Goodwill impairment charge | 0 | |
Accumulated goodwill impairment, June 30, 2018 | 0 | |
Net carrying amount of goodwill, June 30, 2018 | 490,335 | |
Global Products | ||
Goodwill [Roll Forward] | ||
Currency translation adjustments | (491) | |
Acquisitions | 183,711 | |
Goodwill, gross carrying amount | 401,171 | $ 217,951 |
Accumulated goodwill impairment, December 31, 2017 | 0 | |
Goodwill impairment charge | (148,968) | |
Accumulated goodwill impairment, June 30, 2018 | (148,968) | |
Net carrying amount of goodwill, June 30, 2018 | $ 252,203 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 342,542 | $ 184,468 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 267,863 | 199,265 |
Accumulated amortization | (59,364) | (54,757) |
Net intangible assets | 208,499 | 144,508 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 97,000 | 31,000 |
Accumulated amortization | (4,073) | (1,769) |
Net intangible assets | 92,927 | 29,231 |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 44,299 | 12,537 |
Accumulated amortization | (3,183) | (1,808) |
Net intangible assets | $ 41,116 | $ 10,729 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | $ 148,968 | ||||
Intangible assets, net | $ 342,542 | 342,542 | $ 184,468 | ||
Amortization expense for intangible assets | 9,400 | $ 2,300 | 15,800 | $ 4,700 | |
Estimated amortization expense for the remainder of 2018 | 20,800 | 20,800 | |||
Estimated amortization expense for 2019 | 41,600 | 41,600 | |||
Estimated amortization expense for 2020 | 40,600 | 40,600 | |||
Estimated amortization expense for 2021 | 38,900 | 38,900 | |||
Estimated amortization expense for 2022 | 38,000 | 38,000 | |||
Estimated amortization expense for 2023 | 36,400 | 36,400 | |||
Global Solutions | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | 0 | ||||
Intangible assets, net | 117,200 | 117,200 | |||
Global Products | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | 148,968 | ||||
Intangible assets, net | 225,300 | 225,300 | |||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 208,499 | 208,499 | $ 144,508 | ||
Customer Relationships | Global Products | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill and intangible asset impairment charges | $ 16,500 |
Derivatives (Details)
Derivatives (Details) - Designated as Hedging Instrument - Cash Flow Hedging | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Foreign Exchange Contract | |
Derivative [Line Items] | |
Derivative, term of contract | 12 months |
Derivative, notional amount | $ 12,600,000 |
Interest Rate Swap | |
Derivative [Line Items] | |
Derivative, notional amount | $ 450,000,000 |
Exit and Realignment Charges -
Exit and Realignment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Total exit and realignment charges | $ 1,737 | $ 2,201 | $ 4,415 | $ 9,795 | ||
Incurred costs | 2,200 | $ 400 | 800 | $ 4,700 | ||
Global Solutions | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Total exit and realignment charges | 1,737 | 2,241 | 4,444 | 9,372 | ||
Global Products | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Total exit and realignment charges | 0 | (40) | $ (29) | $ 423 | ||
Information System Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Incurred costs | 1,100 | 200 | 200 | |||
Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Incurred costs | $ 1,100 | $ 200 | $ 600 | 200 | ||
Asset Write-Downs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Incurred costs | $ 4,500 |
Exit and Realignment Charges 45
Exit and Realignment Charges - Accrual for Exit and Realignment Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Accrued exit and realignment costs, beginning of period | $ 7,765 | $ 11,972 | $ 2,111 | $ 2,238 |
Provision for exit and realignment activities | (415) | 2,295 | 1,382 | 3,211 |
Change in estimate | 0 | (23) | (18) | (304) |
Cash payments | (4,207) | (6,479) | (667) | (3,034) |
Accrued exit and realignment costs, end of period | 3,143 | 7,765 | 2,808 | 2,111 |
Lease Obligations | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued exit and realignment costs, beginning of period | 0 | 0 | 0 | 0 |
Provision for exit and realignment activities | 0 | 0 | 0 | |
Change in estimate | 0 | 0 | 0 | |
Cash payments | 0 | 0 | 0 | |
Accrued exit and realignment costs, end of period | 0 | 0 | 0 | 0 |
Severance and Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued exit and realignment costs, beginning of period | 7,765 | 11,972 | 2,111 | 2,238 |
Provision for exit and realignment activities | (415) | 2,295 | 1,382 | 3,211 |
Change in estimate | 0 | (23) | (18) | (304) |
Cash payments | (4,207) | (6,479) | (667) | (3,034) |
Accrued exit and realignment costs, end of period | $ 3,143 | $ 7,765 | $ 2,808 | $ 2,111 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost (Detail) - United States - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 18 | $ 16 | $ 38 | $ 28 |
Interest cost | 419 | 474 | 838 | 948 |
Recognized net actuarial loss | 522 | 449 | 1,044 | 911 |
Net periodic benefit cost | $ 959 | $ 939 | $ 1,920 | $ 1,887 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Foreign Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Health and welfare plans expense | $ 0.6 | $ 0.4 | $ 1.1 | $ 0.8 |
Debt (Detail)
Debt (Detail) | 6 Months Ended | |
Jun. 30, 2018USD ($)extension | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Amount available for borrowing | $ 380,500,000 | |
Long-term debt, maturities, repayments of principal, remainder of 2018 | 16,300,000 | |
Long-term debt, maturities, repayments of principal, in 2019 | 27,500,000 | |
Long-term debt, maturities, repayments of principal, in 2020 | 30,300,000 | |
Long-term debt, maturities, repayments of principal, in 2021 | 316,600,000 | |
Long-term debt, maturities, repayments of principal, in 2022 | 553,900,000 | |
Long-term debt, maturities, repayments of principal, in years thereafter | $ 753,800,000 | |
Common stock, voting rights, pledged | 65.00% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Rate of interest discounted | 0.30% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Delayed draw term loan | $ 250,000,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 600,000,000 | |
Number of extensions | extension | 2 | |
Term of each extension (in years) | 1 year | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee charged on unused portion of facility | 0.125% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee charged on unused portion of facility | 0.25% | |
Revolving Credit Facility, Additional Borrowing Capacity | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 200,000,000 | |
2021 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 275,000,000 | |
Interest rate of debt | 3.875% | |
Debt issued, percent of par | 99.50% | |
Effective yield (percent) | 3.951% | |
Debt outstanding, fair value | $ 262,600,000 | $ 278,100,000 |
2024 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 275,000,000 | |
Interest rate of debt | 4.375% | |
Debt issued, percent of par | 99.60% | |
Effective yield (percent) | 4.422% | |
Debt outstanding, fair value | $ 214,500,000 | 277,900,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes redemption price description | We may redeem the Senior Notes, in whole or in part, at a redemption price of the greater of 100% of the principal amount of the Senior Notes or the present value of remaining scheduled payments of principal and interest discounted at the applicable Treasury Rate plus 0.25%. | |
2021 and 2024 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes redemption price (percent) | 100.00% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Borrowings on line of credit | $ 205,600,000 | |
Letters of credit outstanding | 13,900,000 | |
Term A-2 Loan | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 195,800,000 | |
Debt convent, springing maturity, period | 91 days | |
Term B Loan | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 500,000,000 | |
Debt convent, springing maturity, period | 91 days | |
European Lease Agreement | Replaced Line Of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 1,400,000 | $ 1,300,000 |
LIBOR | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Base Rate | Term B Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.50% | |
Eurodollar | Term B Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 4.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 4.10% | 22.80% | 1.20% | 29.10% | |
Liability for unrecognized tax benefit | $ 14.2 | $ 14.2 | $ 13.6 | ||
Unrecognized tax benefit highly certain | $ 5.3 | $ 5.3 |
Summary of Calculation of Net I
Summary of Calculation of Net Income Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income (loss) | $ (182,777) | $ 20,141 | $ (174,626) | $ 38,926 |
Less: income allocated to unvested restricted shares | 0 | (229) | 0 | (469) |
Net income (loss) attributable to common shareholders - basic | (182,777) | 19,912 | (174,626) | 38,457 |
Add: undistributed income attributable to unvested restricted shares - basic | 0 | 27 | 0 | 51 |
Less: undistributed income attributable to unvested restricted shares - diluted | 0 | (27) | 0 | (51) |
Net income (loss) attributable to common shareholders - diluted | $ (182,777) | $ 19,912 | $ (174,626) | $ 38,457 |
Denominator: | ||||
Weighted average shares outstanding - basic and diluted (in shares) | 59,750 | 59,863 | 60,022 | 60,020 |
Net income per share attributable to common shareholders: basic and diluted (in USD per share) | $ (3.07) | $ 0.33 | $ (2.92) | $ 0.64 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)shares | Jun. 30, 2018USD ($) | |
Equity [Abstract] | ||
Share repurchase program, authorized amount | $ 100,000,000 | $ 100,000,000 |
Stock repurchase program, term (in years) | 3 years | |
Treasury stock, acquired (in shares) | shares | 0 | |
Stock repurchase program, remaining authorized repurchase amount | $ 94,000,000 | $ 94,000,000 |
Stock repurchase program, expiring date | 2019-12 |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Income Changes in Accumulated Other Comprehensive Income (Loss) by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 1,015,479 | $ 960,038 | ||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | $ 0 | |||
Ending Balance | 802,208 | $ 993,571 | 802,208 | 993,571 |
Retirement Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (11,686) | (10,973) | (12,066) | (11,209) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 523 | 449 | 1,040 | 911 |
Income tax | (149) | (219) | (286) | (445) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 374 | 230 | 754 | 466 |
Other comprehensive income (loss) | 374 | 230 | 754 | 466 |
Ending Balance | (11,312) | (10,743) | (11,312) | (10,743) |
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (4,264) | (50,753) | (13,185) | (56,245) |
Other comprehensive income (loss) before reclassifications | (20,678) | 22,405 | (11,757) | 27,897 |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (20,678) | 22,405 | (11,757) | 27,897 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | |
Income tax | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (20,678) | 22,405 | (11,757) | 27,897 |
Ending Balance | (24,942) | (28,348) | (24,942) | (28,348) |
Other | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | 173 | 81 | 167 | (29) |
Other comprehensive income (loss) before reclassifications | (190) | 84 | (184) | 194 |
Income tax | 68 | 0 | 68 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (122) | 84 | (116) | 194 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | |
Income tax | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (122) | 84 | (116) | 194 |
Ending Balance | 51 | 165 | 51 | 165 |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (15,777) | (61,645) | (25,084) | (67,483) |
Other comprehensive income (loss) before reclassifications | (20,868) | 22,489 | (11,941) | 28,091 |
Income tax | 68 | 0 | 68 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (20,800) | 22,489 | (11,873) | 28,091 |
Amounts reclassified from accumulated other comprehensive income (loss) | 523 | 449 | 1,040 | 911 |
Income tax | (149) | (219) | (286) | (445) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 374 | 230 | 754 | 466 |
Other comprehensive income (loss) | (20,426) | 22,719 | (11,119) | 28,557 |
Ending Balance | $ (36,203) | $ (38,926) | $ (36,203) | $ (38,926) |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as component of net periodic benefit cost, actuarial net loss | $ 0.4 | $ 0.4 | $ 0.8 | $ 0.9 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Net revenue | $ 2,458,271 | $ 2,265,907 | $ 4,830,850 | $ 4,594,480 |
Operating earnings (loss) | (172,051) | 32,837 | (147,834) | 68,353 |
Asset impairment | (165,447) | 0 | (165,447) | 0 |
Acquisition-related and exit and realignment charges | (24,930) | (2,893) | (39,690) | (11,835) |
Depreciation and amortization | 25,902 | 12,648 | 43,813 | 25,206 |
Capital expenditures | 15,894 | 9,522 | 30,054 | 24,293 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 2,569,761 | 2,357,326 | 5,032,170 | 4,783,434 |
Operating Segments | Global Solutions | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 2,290,173 | 2,226,367 | 4,631,295 | 4,515,322 |
Operating earnings (loss) | 23,977 | 31,177 | 60,593 | 70,079 |
Depreciation and amortization | 15,854 | 10,733 | 31,635 | 21,398 |
Capital expenditures | 14,544 | 8,417 | 28,146 | 22,257 |
Operating Segments | Global Products | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 279,588 | 130,959 | 400,875 | 268,112 |
Operating earnings (loss) | 22,489 | 10,192 | 33,717 | 19,689 |
Depreciation and amortization | 10,048 | 1,915 | 12,178 | 3,808 |
Capital expenditures | 1,350 | 1,105 | 1,908 | 2,036 |
Intersegment Eliminations | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | (111,490) | (91,419) | (201,320) | (188,954) |
Operating earnings (loss) | 167 | 19 | (75) | (681) |
Intersegment Eliminations | Global Products | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | (111,490) | (91,419) | (201,320) | (188,954) |
Segment Reconciling Items | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Asset impairment | (165,447) | 0 | (165,447) | 0 |
Acquisition-related intangible amortization | (9,374) | (2,347) | (15,781) | (4,666) |
Acquisition-related and exit and realignment charges | (24,930) | (2,893) | (39,690) | (11,835) |
Other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Operating earnings (loss) | $ (18,933) | $ (3,311) | $ (21,151) | $ (4,233) |
Segment Information - Consolida
Segment Information - Consolidated Total Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | $ 4,043,131 | $ 3,376,293 | ||
Cash and cash equivalents | 118,188 | 104,522 | $ 57,066 | $ 185,488 |
Operating Segments | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 3,924,943 | 3,271,771 | ||
Operating Segments | Global Solutions | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 2,862,143 | 2,870,999 | ||
Operating Segments | Global Products | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 1,062,800 | 400,772 | ||
Segment Reconciling Items | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Cash and cash equivalents | $ 118,188 | $ 104,522 |
Segment Information - Net Reven
Segment Information - Net Revenue By Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 2,458,271 | $ 2,265,907 | $ 4,830,850 | $ 4,594,480 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 2,248,728 | 2,149,289 | 4,494,564 | 4,363,199 |
Outside of the United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 209,543 | $ 116,618 | $ 336,286 | $ 231,281 |
Condensed Consolidating Finan57
Condensed Consolidating Financial Information (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of ownership | 100.00% |
Condensed Consolidating Finan58
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | $ 2,458,271 | $ 2,265,907 | $ 4,830,850 | $ 4,594,480 |
Cost of goods sold | 2,133,277 | 1,992,374 | 4,181,170 | 4,039,768 |
Gross margin | 324,994 | 273,533 | 649,680 | 554,712 |
Distribution, selling, and administrative expenses | 308,775 | 236,615 | 593,136 | 474,308 |
Goodwill and intangible asset impairment charges | 165,447 | 0 | 165,447 | 0 |
Acquisition-related and exit and realignment charges | 24,930 | 2,893 | 39,690 | 11,835 |
Other operating (income) expense, net | (2,107) | 1,188 | (759) | 216 |
Operating income (loss) | (172,051) | 32,837 | (147,834) | 68,353 |
Interest expense (income), net | 18,571 | 6,736 | 28,824 | 13,480 |
Income (loss) before income taxes | (190,622) | 26,101 | (176,658) | 54,873 |
Income tax provision (benefit) | (7,845) | 5,960 | (2,032) | 15,947 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | (182,777) | 20,141 | (174,626) | 38,926 |
Other comprehensive income (loss) | (20,426) | 22,719 | (11,119) | 28,557 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (203,203) | 42,860 | (185,745) | 67,483 |
Owens & Minor, Inc. | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 | 0 |
Distribution, selling, and administrative expenses | 939 | 399 | 760 | 551 |
Goodwill and intangible asset impairment charges | 0 | 0 | ||
Acquisition-related and exit and realignment charges | 0 | 0 | 0 | 0 |
Other operating (income) expense, net | 0 | 0 | 0 | 0 |
Operating income (loss) | (939) | (399) | (760) | (551) |
Interest expense (income), net | 6,872 | 6,889 | 13,613 | 13,737 |
Income (loss) before income taxes | (7,811) | (7,288) | (14,373) | (14,288) |
Income tax provision (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (174,966) | 27,429 | (160,253) | 53,214 |
Net income (loss) | (182,777) | 20,141 | (174,626) | 38,926 |
Other comprehensive income (loss) | (20,426) | 22,719 | (11,119) | 28,557 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (203,203) | 42,860 | (185,745) | 67,483 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | 2,219,294 | 2,129,863 | 4,330,155 | 4,323,149 |
Cost of goods sold | 2,030,402 | 1,936,554 | 3,945,039 | 3,926,740 |
Gross margin | 188,892 | 193,309 | 385,116 | 396,409 |
Distribution, selling, and administrative expenses | 178,966 | 160,422 | 339,837 | 321,657 |
Goodwill and intangible asset impairment charges | 0 | 0 | ||
Acquisition-related and exit and realignment charges | 22,958 | 2,325 | 37,258 | 10,124 |
Other operating (income) expense, net | 4,340 | 1,407 | 15,669 | 1,033 |
Operating income (loss) | (17,372) | 29,155 | (7,648) | 63,595 |
Interest expense (income), net | 10,321 | (804) | 12,343 | (1,593) |
Income (loss) before income taxes | (27,693) | 29,959 | (19,991) | 65,188 |
Income tax provision (benefit) | (10,890) | 7,409 | (6,434) | 15,422 |
Equity in earnings of subsidiaries | (10,536) | 2,528 | (8,434) | 1,423 |
Net income (loss) | (27,339) | 25,078 | (21,991) | 51,189 |
Other comprehensive income (loss) | (20,657) | 22,699 | (11,294) | 28,345 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (47,996) | 47,777 | (33,285) | 79,534 |
Non-guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | 397,847 | 184,187 | 699,113 | 371,135 |
Cost of goods sold | 261,391 | 103,971 | 434,118 | 212,157 |
Gross margin | 136,456 | 80,216 | 264,995 | 158,978 |
Distribution, selling, and administrative expenses | 128,870 | 75,794 | 252,539 | 152,100 |
Goodwill and intangible asset impairment charges | 165,447 | 165,447 | ||
Acquisition-related and exit and realignment charges | 1,972 | 568 | 2,432 | 1,711 |
Other operating (income) expense, net | (6,447) | (219) | (16,428) | (817) |
Operating income (loss) | (153,386) | 4,073 | (138,995) | 5,984 |
Interest expense (income), net | 1,378 | 651 | 2,868 | 1,336 |
Income (loss) before income taxes | (154,764) | 3,422 | (141,863) | 4,648 |
Income tax provision (benefit) | 3,045 | (1,449) | 4,402 | 525 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | (157,809) | 4,871 | (146,265) | 4,123 |
Other comprehensive income (loss) | (20,229) | 22,406 | (11,308) | 27,897 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (178,038) | 27,277 | (157,573) | 32,020 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | (158,870) | (48,143) | (198,418) | (99,804) |
Cost of goods sold | (158,516) | (48,151) | (197,987) | (99,129) |
Gross margin | (354) | 8 | (431) | (675) |
Distribution, selling, and administrative expenses | 0 | 0 | 0 | 0 |
Goodwill and intangible asset impairment charges | 0 | 0 | ||
Acquisition-related and exit and realignment charges | 0 | 0 | 0 | 0 |
Other operating (income) expense, net | 0 | 0 | 0 | 0 |
Operating income (loss) | (354) | 8 | (431) | (675) |
Interest expense (income), net | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | (354) | 8 | (431) | (675) |
Income tax provision (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | 185,502 | (29,957) | 168,687 | (54,637) |
Net income (loss) | 185,148 | (29,949) | 168,256 | (55,312) |
Other comprehensive income (loss) | 40,886 | (45,105) | 22,602 | (56,242) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 226,034 | $ (75,054) | $ 190,858 | $ (111,554) |
Condensed Consolidating Finan59
Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||||
Cash and cash equivalents | $ 118,188 | $ 104,522 | $ 57,066 | $ 185,488 |
Accounts receivable, net | 856,673 | 758,936 | ||
Merchandise inventories | 1,220,115 | 990,193 | ||
Other current assets | 320,206 | 328,254 | ||
Total current assets | 2,515,182 | 2,181,905 | ||
Property and equipment, net | 344,061 | 206,490 | ||
Goodwill, net | 742,538 | 713,811 | ||
Intangible assets, net | 342,542 | 184,468 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investments in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 98,808 | 89,619 | ||
Total assets | 4,043,131 | 3,376,293 | ||
Current liabilities | ||||
Accounts payable | 1,067,553 | 947,572 | ||
Accrued payroll and related liabilities | 37,366 | 30,416 | ||
Other current liabilities | 315,842 | 331,745 | ||
Total current liabilities | 1,420,761 | 1,309,733 | ||
Long-term debt, excluding current portion | 1,669,478 | 900,744 | ||
Due to O&M and subsidiaries | 0 | 0 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 66,466 | 74,247 | ||
Other liabilities | 84,218 | 76,090 | ||
Total liabilities | 3,240,923 | 2,360,814 | ||
Equity | ||||
Common stock | 124,681 | 122,952 | ||
Paid-in capital | 229,884 | 226,937 | ||
Retained earnings (deficit) | 483,846 | 690,674 | ||
Accumulated other comprehensive loss | (36,203) | (25,084) | ||
Total equity | 802,208 | 1,015,479 | 993,571 | 960,038 |
Total liabilities and equity | 4,043,131 | 3,376,293 | ||
Owens & Minor, Inc. | ||||
Current assets | ||||
Cash and cash equivalents | 12,557 | 13,700 | 19,415 | 38,015 |
Accounts receivable, net | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Other current assets | 292 | 100 | ||
Total current assets | 12,849 | 13,800 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investments in consolidated subsidiaries | 1,954,601 | 2,114,853 | ||
Other assets, net | 0 | 0 | ||
Total assets | 1,967,450 | 2,128,653 | ||
Current liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other current liabilities | 22,447 | 5,822 | ||
Total current liabilities | 22,447 | 5,822 | ||
Long-term debt, excluding current portion | 545,856 | 545,352 | ||
Due to O&M and subsidiaries | 596,939 | 562,000 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | 1,165,242 | 1,113,174 | ||
Equity | ||||
Common stock | 124,681 | 122,952 | ||
Paid-in capital | 229,884 | 226,937 | ||
Retained earnings (deficit) | 483,846 | 690,674 | ||
Accumulated other comprehensive loss | (36,203) | (25,084) | ||
Total equity | 802,208 | 1,015,479 | ||
Total liabilities and equity | 1,967,450 | 2,128,653 | ||
Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 2,220 | 865 | 4,159 | 61,266 |
Accounts receivable, net | 683,259 | 559,269 | ||
Merchandise inventories | 1,035,318 | 902,190 | ||
Other current assets | 129,901 | 123,067 | ||
Total current assets | 1,850,698 | 1,585,391 | ||
Property and equipment, net | 201,022 | 107,010 | ||
Goodwill, net | 363,717 | 180,006 | ||
Intangible assets, net | 196,553 | 9,582 | ||
Due from O&M and subsidiaries | 490,775 | 439,654 | ||
Advances to and investments in consolidated subsidiaries | 566,615 | 558,429 | ||
Other assets, net | 59,770 | 57,724 | ||
Total assets | 3,729,150 | 2,937,796 | ||
Current liabilities | ||||
Accounts payable | 932,143 | 824,307 | ||
Accrued payroll and related liabilities | 14,555 | 15,504 | ||
Other current liabilities | 102,164 | 140,048 | ||
Total current liabilities | 1,048,862 | 979,859 | ||
Long-term debt, excluding current portion | 1,109,679 | 340,672 | ||
Due to O&M and subsidiaries | 0 | 0 | ||
Intercompany debt | 138,890 | 138,890 | ||
Deferred income taxes | 19,422 | 25,493 | ||
Other liabilities | 68,196 | 66,136 | ||
Total liabilities | 2,385,049 | 1,551,050 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 174,614 | 174,614 | ||
Retained earnings (deficit) | 1,214,177 | 1,236,165 | ||
Accumulated other comprehensive loss | (44,690) | (24,033) | ||
Total equity | 1,344,101 | 1,386,746 | ||
Total liabilities and equity | 3,729,150 | 2,937,796 | ||
Non-guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 103,411 | 89,957 | 33,492 | 86,207 |
Accounts receivable, net | 284,103 | 206,410 | ||
Merchandise inventories | 186,806 | 89,580 | ||
Other current assets | 190,013 | 205,087 | ||
Total current assets | 764,333 | 591,034 | ||
Property and equipment, net | 143,039 | 99,480 | ||
Goodwill, net | 378,821 | 533,805 | ||
Intangible assets, net | 145,989 | 174,886 | ||
Due from O&M and subsidiaries | 0 | 0 | ||
Advances to and investments in consolidated subsidiaries | 0 | 0 | ||
Other assets, net | 39,038 | 31,895 | ||
Total assets | 1,471,220 | 1,431,100 | ||
Current liabilities | ||||
Accounts payable | 246,796 | 130,028 | ||
Accrued payroll and related liabilities | 22,811 | 14,912 | ||
Other current liabilities | 191,231 | 185,875 | ||
Total current liabilities | 460,838 | 330,815 | ||
Long-term debt, excluding current portion | 13,943 | 14,720 | ||
Due to O&M and subsidiaries | 523,551 | 506,703 | ||
Intercompany debt | 0 | 0 | ||
Deferred income taxes | 47,044 | 48,754 | ||
Other liabilities | 16,022 | 9,954 | ||
Total liabilities | 1,061,398 | 910,946 | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | 643,031 | 583,869 | ||
Retained earnings (deficit) | (199,681) | (50,416) | ||
Accumulated other comprehensive loss | (33,528) | (13,299) | ||
Total equity | 409,822 | 520,154 | ||
Total liabilities and equity | 1,471,220 | 1,431,100 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | (110,689) | (6,743) | ||
Merchandise inventories | (2,009) | (1,577) | ||
Other current assets | 0 | |||
Total current assets | (112,698) | (8,320) | ||
Property and equipment, net | 0 | 0 | ||
Goodwill, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Due from O&M and subsidiaries | (490,775) | (439,654) | ||
Advances to and investments in consolidated subsidiaries | (2,521,216) | (2,673,282) | ||
Other assets, net | 0 | 0 | ||
Total assets | (3,124,689) | (3,121,256) | ||
Current liabilities | ||||
Accounts payable | (111,386) | (6,763) | ||
Accrued payroll and related liabilities | 0 | 0 | ||
Other current liabilities | 0 | |||
Total current liabilities | (111,386) | (6,763) | ||
Long-term debt, excluding current portion | 0 | 0 | ||
Due to O&M and subsidiaries | (1,120,490) | (1,068,703) | ||
Intercompany debt | (138,890) | (138,890) | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | (1,370,766) | (1,214,356) | ||
Equity | ||||
Common stock | 0 | 0 | ||
Paid-in capital | (817,645) | (758,483) | ||
Retained earnings (deficit) | (1,014,496) | (1,185,749) | ||
Accumulated other comprehensive loss | 78,218 | 37,332 | ||
Total equity | (1,753,923) | (1,906,900) | ||
Total liabilities and equity | $ (3,124,689) | $ (3,121,256) |
Condensed Consolidating Finan60
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Cash Flows) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||||
Net income (loss) | $ (182,777) | $ 20,141 | $ (174,626) | $ 38,926 |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Depreciation and amortization | 25,902 | 12,648 | 43,813 | 25,206 |
Share-based compensation expense | 6,140 | 5,619 | ||
Goodwill and intangible asset impairment charges | 165,447 | 0 | 165,447 | 0 |
Provision for losses on accounts receivable | 2,867 | (368) | ||
Deferred income tax (benefit) expense | (6,172) | (5,385) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (30,357) | (41,863) | ||
Merchandise inventories | 5,211 | (86,234) | ||
Accounts payable | 47,260 | 42,235 | ||
Net change in other assets and liabilities | (14,629) | (66,003) | ||
Other, net | 1,299 | 5,371 | ||
Cash provided by (used for) operating activities | 46,253 | (82,496) | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | (733,433) | 0 | ||
Additions to property and equipment | (19,816) | (16,433) | ||
Additions to computer software and intangible assets | (10,238) | (7,860) | ||
Proceeds from sale of property and equipment | 12 | 573 | ||
Cash used for investing activities | (763,475) | (23,720) | ||
Financing activities: | ||||
Change in intercompany advances | 0 | 0 | ||
Proceeds from issuance of debt | 695,750 | 0 | ||
Financing costs paid | (27,697) | 0 | ||
Repayments of debt | (6,250) | 0 | ||
Proceeds from revolving credit facility | 101,000 | 15,400 | ||
Cash dividends paid | (32,284) | (31,476) | ||
Repurchases of common stock | 0 | (4,998) | ||
Other, net | (3,670) | (5,658) | ||
Cash provided by (used for) financing activities | 726,849 | (26,732) | ||
Effect of exchange rate changes on cash and cash equivalents | 4,039 | 4,526 | ||
Net increase (decrease) in cash and cash equivalents | 13,666 | (128,422) | ||
Cash and cash equivalents at beginning of period | 104,522 | 185,488 | ||
Cash and cash equivalents at end of period | 118,188 | 57,066 | 118,188 | 57,066 |
Owens & Minor, Inc. | ||||
Operating activities: | ||||
Net income (loss) | (182,777) | 20,141 | (174,626) | 38,926 |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 174,966 | (27,429) | 160,253 | (53,214) |
Depreciation and amortization | 0 | 0 | ||
Share-based compensation expense | 0 | 0 | ||
Goodwill and intangible asset impairment charges | 0 | 0 | ||
Provision for losses on accounts receivable | 0 | 0 | ||
Deferred income tax (benefit) expense | 0 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Accounts payable | 0 | 37 | ||
Net change in other assets and liabilities | 16,434 | (561) | ||
Other, net | 503 | 428 | ||
Cash provided by (used for) operating activities | 2,564 | (14,384) | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | 0 | |||
Additions to property and equipment | 0 | 0 | ||
Additions to computer software and intangible assets | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | ||
Cash used for investing activities | 0 | 0 | ||
Financing activities: | ||||
Change in intercompany advances | 30,043 | 35,416 | ||
Proceeds from issuance of debt | 0 | |||
Financing costs paid | 0 | |||
Repayments of debt | 0 | |||
Proceeds from revolving credit facility | 0 | 0 | ||
Cash dividends paid | (32,284) | (31,476) | ||
Repurchases of common stock | (4,998) | |||
Other, net | (1,466) | (3,158) | ||
Cash provided by (used for) financing activities | (3,707) | (4,216) | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | (1,143) | (18,600) | ||
Cash and cash equivalents at beginning of period | 13,700 | 38,015 | ||
Cash and cash equivalents at end of period | 12,557 | 19,415 | 12,557 | 19,415 |
Guarantor Subsidiaries | ||||
Operating activities: | ||||
Net income (loss) | (27,339) | 25,078 | (21,991) | 51,189 |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 10,536 | (2,528) | 8,434 | (1,423) |
Depreciation and amortization | 12,735 | 13,662 | ||
Share-based compensation expense | 6,140 | 5,619 | ||
Goodwill and intangible asset impairment charges | 0 | 0 | ||
Provision for losses on accounts receivable | (724) | (707) | ||
Deferred income tax (benefit) expense | (6,118) | (2,011) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (123,266) | (36,427) | ||
Merchandise inventories | (133,128) | (78,180) | ||
Accounts payable | 107,836 | 62,229 | ||
Net change in other assets and liabilities | (85,129) | (37,367) | ||
Other, net | 1,095 | 4,383 | ||
Cash provided by (used for) operating activities | (234,116) | (19,033) | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | (739,648) | |||
Additions to property and equipment | (14,965) | (11,787) | ||
Additions to computer software and intangible assets | (8,622) | (2,016) | ||
Proceeds from sale of property and equipment | 0 | 193 | ||
Cash used for investing activities | (763,235) | (13,610) | ||
Financing activities: | ||||
Change in intercompany advances | 236,701 | (39,347) | ||
Proceeds from issuance of debt | 695,750 | |||
Financing costs paid | (27,697) | |||
Repayments of debt | (6,250) | |||
Proceeds from revolving credit facility | 101,000 | 15,400 | ||
Cash dividends paid | 0 | 0 | ||
Repurchases of common stock | 0 | |||
Other, net | (798) | (517) | ||
Cash provided by (used for) financing activities | 998,706 | (24,464) | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 1,355 | (57,107) | ||
Cash and cash equivalents at beginning of period | 865 | 61,266 | ||
Cash and cash equivalents at end of period | 2,220 | 4,159 | 2,220 | 4,159 |
Non-guarantor Subsidiaries | ||||
Operating activities: | ||||
Net income (loss) | (157,809) | 4,871 | (146,265) | 4,123 |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Depreciation and amortization | 31,078 | 11,544 | ||
Share-based compensation expense | 0 | 0 | ||
Goodwill and intangible asset impairment charges | 165,447 | 165,447 | ||
Provision for losses on accounts receivable | 3,591 | 339 | ||
Deferred income tax (benefit) expense | (54) | (3,374) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (11,037) | (4,479) | ||
Merchandise inventories | 137,909 | (8,727) | ||
Accounts payable | 44,042 | (20,990) | ||
Net change in other assets and liabilities | 53,393 | (28,075) | ||
Other, net | (299) | 560 | ||
Cash provided by (used for) operating activities | 277,805 | (49,079) | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | 6,215 | |||
Additions to property and equipment | (4,851) | (4,646) | ||
Additions to computer software and intangible assets | (1,616) | (5,844) | ||
Proceeds from sale of property and equipment | 12 | 380 | ||
Cash used for investing activities | (240) | (10,110) | ||
Financing activities: | ||||
Change in intercompany advances | (266,744) | 3,931 | ||
Proceeds from issuance of debt | 0 | |||
Financing costs paid | 0 | |||
Repayments of debt | 0 | |||
Proceeds from revolving credit facility | 0 | 0 | ||
Cash dividends paid | 0 | 0 | ||
Repurchases of common stock | 0 | |||
Other, net | (1,406) | (1,983) | ||
Cash provided by (used for) financing activities | (268,150) | 1,948 | ||
Effect of exchange rate changes on cash and cash equivalents | 4,039 | 4,526 | ||
Net increase (decrease) in cash and cash equivalents | 13,454 | (52,715) | ||
Cash and cash equivalents at beginning of period | 89,957 | 86,207 | ||
Cash and cash equivalents at end of period | 103,411 | 33,492 | 103,411 | 33,492 |
Eliminations | ||||
Operating activities: | ||||
Net income (loss) | 185,148 | (29,949) | 168,256 | (55,312) |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | (185,502) | 29,957 | (168,687) | 54,637 |
Depreciation and amortization | 0 | 0 | ||
Share-based compensation expense | 0 | 0 | ||
Goodwill and intangible asset impairment charges | 0 | 0 | ||
Provision for losses on accounts receivable | 0 | 0 | ||
Deferred income tax (benefit) expense | 0 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 103,946 | (957) | ||
Merchandise inventories | 430 | 673 | ||
Accounts payable | (104,618) | 959 | ||
Net change in other assets and liabilities | 673 | 0 | ||
Other, net | 0 | 0 | ||
Cash provided by (used for) operating activities | 0 | 0 | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | 0 | |||
Additions to property and equipment | 0 | 0 | ||
Additions to computer software and intangible assets | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | ||
Cash used for investing activities | 0 | 0 | ||
Financing activities: | ||||
Change in intercompany advances | 0 | 0 | ||
Proceeds from issuance of debt | 0 | |||
Financing costs paid | 0 | |||
Repayments of debt | 0 | |||
Proceeds from revolving credit facility | 0 | 0 | ||
Cash dividends paid | 0 | 0 | ||
Repurchases of common stock | 0 | |||
Other, net | 0 | 0 | ||
Cash provided by (used for) financing activities | 0 | 0 | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 0 | 0 | ||
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 | $ 0 |