Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-9810 | |
Entity Registrant Name | Owens & Minor, Inc. | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 54-1701843 | |
Entity Address, Address Line One | 9120 Lockwood Boulevard | |
Entity Address, City or Town | Mechanicsville | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23116 | |
City Area Code | 804 | |
Local Phone Number | 723-7000 | |
Title of 12(b) Security | Common Stock, $2 par value per share | |
Trading Symbol | OMI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Smaller Reporting Entity | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 63,007,803 | |
Entity Central Index Key | 0000075252 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 2,122,693 | $ 2,350,840 |
Cost of goods sold | 1,854,134 | 2,074,219 |
Gross margin | 268,559 | 276,621 |
Distribution, selling and administrative expenses | 254,048 | 255,112 |
Acquisition-related and exit and realignment charges | 6,064 | 4,863 |
Other operating (income) expense, net | (2,309) | 42 |
Operating income | 10,756 | 16,604 |
Interest expense, net | 23,342 | 25,458 |
Other expense, net | 4,846 | 2,734 |
Loss from continuing operations before income taxes | (17,432) | (11,588) |
Income tax benefit | (8,523) | (670) |
Loss from continuing operations, net of tax | (8,909) | (10,918) |
Loss from discontinued operations, net of tax | (2,415) | (3,178) |
Net loss | $ (11,324) | $ (14,096) |
Loss from continuing operations per common share: basic and diluted (in usd per share) | $ (0.15) | $ (0.18) |
Loss from discontinued operations per common share: basic and diluted (in usd per share) | (0.04) | (0.05) |
Net loss per common share: basic and diluted (in usd per share) | $ (0.19) | $ (0.23) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (11,324) | $ (14,096) |
Other comprehensive loss, net of tax: | ||
Currency translation adjustments (net of income tax of $0 in 2020 and 2019) | (28,178) | (4,207) |
Change in unrecognized net periodic pension costs (net of income tax of $44 in 2020 and $69 in 2019) | 170 | 197 |
Net unrealized loss on derivative instruments and other (net of income tax benefit of $4,302 in 2020 and $658 in 2019) | (11,397) | (2,413) |
Other comprehensive loss | (39,405) | (6,423) |
Comprehensive loss | $ (50,729) | $ (20,519) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Currency translation adjustments, income tax benefit | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax expense | 44 | 69 |
Amounts recognized in interest expense, income tax benefit | $ 4,302 | $ 658 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 92,315 | $ 67,030 | |
Accounts receivable, net of allowances of $23,971 and $21,015 | 667,607 | 674,706 | |
Merchandise inventories | 1,108,844 | 1,146,192 | |
Other current assets | 151,635 | 79,372 | |
Current assets of discontinued operations | 499,410 | 439,983 | |
Total current assets | 2,519,811 | 2,407,283 | |
Property and equipment, net of accumulated depreciation of $254,054 and $245,718 | 301,335 | 315,427 | |
Operating lease assets | 133,738 | 142,219 | |
Goodwill | 388,000 | 393,181 | |
Intangible assets, net | 271,513 | 285,018 | |
Other assets, net | 100,473 | 99,956 | |
Total assets | 3,714,870 | 3,643,084 | |
Current liabilities | |||
Accounts payable | 891,542 | 808,035 | |
Accrued payroll and related liabilities | 44,722 | 53,584 | |
Other current liabilities | 229,824 | 231,029 | |
Current liabilities of discontinued operations | 383,586 | 323,511 | |
Total current liabilities | 1,549,674 | 1,416,159 | |
Long-term debt, excluding current portion | 1,484,340 | 1,508,415 | |
Operating lease liabilities, excluding current portion | 109,381 | 117,080 | |
Deferred income taxes | 42,962 | 40,550 | |
Other liabilities | 112,175 | 98,726 | |
Total liabilities | 3,298,532 | 3,180,930 | |
Commitments and contingencies | |||
Equity | |||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 62,885 shares and 62,843 shares | 125,770 | 125,686 | |
Paid-in capital | 256,357 | 251,401 | |
Retained earnings | 126,323 | 137,774 | |
Accumulated other comprehensive loss | (92,112) | (52,707) | |
Total equity | 416,338 | 462,154 | $ 518,419 |
Total liabilities and equity | $ 3,714,870 | $ 3,643,084 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 23,971 | $ 21,015 |
Property and equipment, accumulated depreciation | $ 254,054 | $ 245,718 |
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, issued (shares) | 62,885,000 | 62,843,000 |
Common stock, outstanding (shares) | 62,885,000 | 62,843,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net loss | $ (11,324) | $ (14,096) |
Adjustments to reconcile net loss to cash provided by (used for) operating activities: | ||
Depreciation and amortization | 23,913 | 28,720 |
Share-based compensation expense | 3,941 | 4,505 |
Impairment charges | 9,080 | 0 |
Provision for losses on accounts receivable | 5,213 | 3,619 |
Deferred income tax expense (benefit) | 6,348 | (8,613) |
Changes in operating lease right-of-use assets and lease liabilities | (714) | (190) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,942) | (22,573) |
Merchandise inventories | 39,340 | 80,194 |
Accounts payable | 98,743 | (120,480) |
Net change in other assets and liabilities | (77,178) | (15,668) |
Other, net | 4,034 | 3,678 |
Cash provided by (used for) operating activities | 93,454 | (60,904) |
Investing activities: | ||
Additions to property and equipment | (4,771) | (11,674) |
Additions to computer software | (942) | (2,605) |
Proceeds from sale of property and equipment | 33 | 271 |
Cash used for investing activities | (5,680) | (14,008) |
Financing activities: | ||
Proceeds from issuance of debt | 150,000 | 0 |
(Repayments) borrowings under revolving credit facility | (6,200) | 72,100 |
Repayments of debt | (166,798) | (12,394) |
Financing costs paid | (5,785) | (4,313) |
Cash dividends paid | (155) | (4,764) |
Other, net | (2,468) | (1,124) |
Cash (used for) provided by financing activities | (31,406) | 49,505 |
Effect of exchange rate changes on cash and cash equivalents | (62) | (2,721) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 56,306 | (28,128) |
Cash, cash equivalents and restricted cash at beginning of period | 84,687 | 103,367 |
Cash, cash equivalents and restricted cash at end of period | 140,993 | 75,239 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid (received), net of refunds | 2,695 | (12,388) |
Interest paid | $ 21,431 | $ 24,504 |
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 Loss |
Beginning Balance (in shares) at Dec. 31, 2018 | 62,294 | ||||
Beginning Balance at Dec. 31, 2018 | $ 518,419 | $ 124,588 | $ 238,773 | $ 200,670 | $ (45,612) |
Ending Balance at Mar. 31, 2019 | 501,839 | $ 125,872 | 241,547 | 186,455 | (52,035) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (14,096) | (14,096) | |||
Other comprehensive loss | (6,423) | (6,423) | |||
Dividends declared ($0.0025 per share) | (119) | (119) | |||
Share-based compensation expense, exercises and other (in shares) | 642 | ||||
Share-based compensation expense, exercises and other | $ 4,058 | $ 1,284 | 2,774 | ||
Ending Balance (in shares) at Mar. 31, 2019 | 62,936 | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 62,843 | 62,843 | |||
Beginning Balance at Dec. 31, 2019 | $ 462,154 | (52,707) | |||
Ending Balance at Mar. 31, 2020 | 416,338 | $ 125,770 | $ 256,357 | 126,323 | $ (92,112) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (11,324) | (11,324) | |||
Other comprehensive loss | (39,405) | ||||
Dividends declared ($0.0025 per share) | (127) | $ (127) | |||
Share-based compensation expense, exercises and other | $ 5,040 | ||||
Ending Balance (in shares) at Mar. 31, 2020 | 62,885 | 62,885 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Dividends declared, per share (in usd per share) | $ 0.0025 | $ 0.0025 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, our or the Company) 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 Movianto business represents a component that met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2019. In accordance with GAAP, the financial position and results of operations of the Movianto business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 3, the Notes to the Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc. See Note 3 for additional information regarding discontinued operations. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Reclassifications Certain prior year amounts have been reclassified to conform to the 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. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash represents $16.3 million held in an escrow account as of March 31, 2020 as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) Advanced Program. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. The restricted cash presented below is classified as non-current in Other assets, net within the accompanying consolidated balance sheets. March 31, 2020 December 31, 2019 Cash and cash equivalents $ 92,315 $ 67,030 Restricted cash included in Other assets, net 16,315 16,261 Cash of discontinued operations 32,363 1,396 Total cash, cash equivalents and restricted cash $ 140,993 $ 84,687 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of 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). See Note 6 for the fair value of debt. The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 8 for the fair value of derivatives. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On January 16, 2020, we announced our intention to sell our European logistics business, Movianto, to EHDH Holding Group (EHDH), a privately held French company, for cash consideration of $133 million . The Company concluded that the Movianto business met the criteria for discontinued operations as of March 31, 2020 and December 31, 2019 , as the intention to sell represented a strategic shift and the criteria for held-for-sale were met. Movianto was previously reported in the Global Solutions segment. The transaction is expected to close in the first half of 2020. Accordingly, the results of operations from our Movianto business are reported in the accompanying consolidated statements of operations as “Loss from discontinued operations, net of tax” for the quarters ended March 31, 2020 and 2019, and the related assets and liabilities are classified as held-for-sale as of March 31, 2020 and December 31, 2019 in the accompanying balance sheets. We recognized a loss of $9.1 million and $32.1 million in connection with the classification of the related assets and liabilities as held-for-sale as of March 31, 2020 and December 31, 2019 , respectively. The following table summarizes the financial results of our discontinued operations for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Net revenue $ 122,342 $ 110,548 Cost of goods sold 32,106 28,745 Gross margin 90,236 81,803 Distribution, selling, and administrative expenses 80,953 83,044 Asset impairment charges 9,080 — Acquisition-related and exit and realignment charges 271 126 Other operating income, net (461 ) (186 ) Operating income (loss) 393 (1,181 ) Interest expense, net 1,720 1,640 Loss from discontinued operations before income taxes (1,327 ) (2,821 ) Income tax provision from discontinued operations 1,088 357 Loss from discontinued operations, net of tax $ (2,415 ) $ (3,178 ) We suspended depreciation and amortization on assets that are held for sale, including right-of-use assets recorded in accordance with ASU No. 2016-02, for the three months ended March 31, 2020 . The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheets at March 31, 2020 and December 31, 2019 , are as follows: March 31, 2020 December 31, 2019 Assets of discontinued operations Cash and cash equivalents $ 32,363 $ 1,396 Accounts receivable, net 78,193 78,643 Merchandise inventories 12,979 16,058 Other current assets 227,070 188,853 Current assets of discontinued operations 350,605 284,950 Property and equipment, net 70,730 70,976 Intangible assets, net 7,010 6,579 Other assets, net 27,248 22,165 Operating lease assets 84,202 87,425 Valuation allowance on disposal group classified as held for sale (40,385 ) (32,112 ) Total assets of discontinued operations $ 499,410 $ 439,983 Liabilities of discontinued operations Accounts payable $ 68,058 $ 53,981 Other current liabilities 191,728 182,980 Current liabilities of discontinued operations 259,786 236,961 Long-term debt, excluding current portion 2,781 5,523 Operating lease liabilities, excluding current portion 69,820 76,270 Other liabilities 51,199 4,757 Total liabilities of discontinued operations $ 383,586 $ 323,511 Assets and liabilities held for sale as of March 31, 2020 and December 31, 2019 are classified as current since we expect the divestiture to be completed within one year of the balance sheet dates. The following table provides operating and investing cash flow information for our discontinued operations: March 31, 2020 March 31, 2019 Operating Activities: Depreciation and amortization $ — $ 5,613 Asset impairment charges 9,080 — Investing Activities: Capital expenditures 1,664 8,035 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2020 : Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2019 $ 283,905 $ 109,276 $ 393,181 Currency translation adjustments — (5,181 ) (5,181 ) Carrying amount of goodwill, March 31, 2020 $ 283,905 $ 104,095 $ 388,000 Intangible assets at March 31, 2020 and December 31, 2019 , were as follows: March 31, 2020 December 31, 2019 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 266,595 $ 90,000 $ 43,227 $ 270,693 $ 90,000 $ 43,055 Accumulated amortization (97,366 ) (18,611 ) (12,332 ) (92,947 ) (16,520 ) (9,263 ) Net intangible assets $ 169,229 $ 71,389 $ 30,895 $ 177,746 $ 73,480 $ 33,792 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years At March 31, 2020 , $76.1 million in net intangible assets were held in the Global Solutions segment and $195.4 million were held in the Global Products segment. Amortization expense for intangible assets was $10.6 million and $10.0 million for the three months ended March 31, 2020 and 2019 , respectively. Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $31.1 million for the remainder of 2020 , $39.8 million for 2021 , $38.9 million for 2022 , $38.7 million for 2023 , $33.9 million for 2024 and $28.2 million for 2025 |
Exit and Realignment Costs
Exit and Realignment Costs | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Exit and Realignment Costs | Exit and Realignment Costs We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, and IT restructuring charges. These charges also include costs associated with our strategic organizational realignment which include management changes, certain professional fees, and costs to streamline administrative functions and processes. Exit and realignment charges by segment for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Global Solutions segment $ 1,829 $ 566 Global Products segment — 138 Total exit and realignment charges $ 1,829 $ 704 The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2020 and 2019 : Total (1) Accrued exit and realignment costs, December 31, 2019 $ 8,162 Provision for exit and realignment activities: Severance 1,391 Information system restructuring costs 183 Other 255 Change in estimate — Cash payments (5,799 ) Accrued exit and realignment costs, March 31, 2020 $ 4,192 Accrued exit and realignment costs, December 31, 2018 $ 7,477 Provision for exit and realignment activities: Severance 360 Information system restructuring costs 261 Other 83 Change in estimate — Cash payments (2,206 ) Accrued exit and realignment costs, March 31, 2019 $ 5,975 (1) The accrued exit and realignment costs at March 31, 2020 and 2019 related primarily to information system restructuring costs and severance. Acquisition-related and exit and realignment charges presented in our consolidated statements of operations includes acquisition-related charges of $4.2 million for the three months ended March 31, 2020 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: March 31, 2020 December 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3.875% Senior Notes, due September 2021 $ 231,764 $ 223,367 $ 236,234 $ 229,356 4.375% Senior Notes, due December 2024 274,041 184,140 273,978 212,086 Term A Loans, due July 2022 217,924 221,906 377,420 383,050 Term B Loan, due April 2025 479,332 340,751 480,337 442,217 Revolver 171,700 171,700 177,900 177,900 Accounts Receivable Securitization Program 147,209 150,000 — — Finance leases and other 13,557 13,557 13,783 13,783 Total debt 1,535,527 1,305,421 1,559,652 1,458,392 Less current maturities (51,187 ) (51,187 ) (51,237 ) (51,237 ) Long-term debt $ 1,484,340 $ 1,254,234 $ 1,508,415 $ 1,407,155 We have $233 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. We used $4.4 million of cash to repurchase $4.6 million aggregate principal amount of the 2021 Notes during the first quarter of 2020. We have a Credit Agreement (amended February 2020) with a borrowing capacity of $400 million and $697 million outstanding in term loans. On February 13, 2020, we entered into a Fifth Amendment to the Credit Agreement. The interest rate on our revolving credit facility and Term A loans is based on the Eurocurrency Rate, the Federal Funds Rate or the Prime Rate, plus an adjustment based on our Consolidated Total Leverage Ratio as defined by the Credit Agreement. Our credit spread at March 31, 2020 was Eurocurrency Rate plus 4.25% . Our Term B loan accrues interest based on the Eurocurrency Rate, the Federal Funds Rate or the Prime Rate, plus interest rate margin of 3.50% per annum with respect to Base Rate Loans (as defined in the Credit Agreement), and 4.50% per annum with respect to Eurocurrency Rate Loans (as defined in the Credit Agreement). We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the facility. The terms of the Credit Agreement requires us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition. We also have a Security and Pledge Agreement (the Security Agreement) pursuant to which we granted collateral on behalf of the holders of the 2021 Notes and the 2024 Notes and parties secured on the Credit Agreement (the Secured Parties) including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries (limited, in the case of controlled foreign corporations, to a pledge of 100% 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. The Fifth Amendment to the Credit Agreement included additional collateral requirements related to the parties secured on the Credit Agreement, including the obligation to pledge the Company's owned U.S. real estate and remaining equity interests in foreign subsidiaries . 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 91 days prior to the maturity date of our 2021 Notes all outstanding amounts under the 2021 Notes have not been paid in full, then the Termination Date (as defined in the Credit Agreement) of the revolving credit facility and the Term A loans shall be the date that is 91 days prior to the maturity date of the 2021 Notes. Likewise, if as of the date 91 days prior to the maturity date of our 2024 Notes, all outstanding amounts under the 2024 Notes have not been paid in full, the Termination Date of the Term B loan shall be the date that is 91 days prior to the maturity date of the 2024 Notes. On February 19, 2020, we entered into an accounts receivable securitization program (the “Receivables Securitization Program”). Pursuant to the Receivables Securitization Program, the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $325 million outstanding at any time. The interest rate under the Receivables Securitization Program is based on a spread over the London Interbank Offered Rate (LIBOR) dependent on the tranche period thereto and any breakage fees accrued. Under the Receivables Securitization Program, certain of our subsidiaries sell substantially all of their accounts receivable balances to our wholly owned special purpose entity, O&M Funding LLC. The Receivables Securitization Program matures on February 17, 2023. In February 2020, $150 million in proceeds from the sale of accounts receivable pursuant to the Receivables Securitization Program were used to repay higher interest indebtedness under our Term A loans. At March 31, 2020 and December 31, 2019 , we had borrowings of $171.7 million and $177.9 million , respectively, under the revolver and letters of credit of $11.7 million and $11.7 million , respectively, outstanding under the Credit Agreement along with $508.1 million and $512.7 million , respectively, in Senior Notes. At March 31, 2020 and December 31, 2019, we had $215.5 million and $209.3 million , respectively, available for borrowing, which reflected the letters of credit associated with discontinued operations of $ 1.1 million and $1.1 million , respectively, against our borrowing capacity. We also had letters of credit and bank guarantees outstanding for $1.5 million as of March 31, 2020 and December 31, 2019 , respectively, which supports certain facilities leased as well as other normal business activities in the United States and Europe. The Credit Agreement and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. We believe we were in compliance with our debt covenants at March 31, 2020 . As of March 31, 2020 , scheduled future principal payments of debt were $37.2 million in 2020, $282.8 million in 2021, $320.5 million in 2022, $155.0 million in 2023, $280.0 million in 2024, and $468.8 million thereafter. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain retirees in the United States. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective employees. The components of net periodic benefit cost for the three months ended March 31, 2020 and 2019 , respectively, were as follows: Three Months Ended March 31, 2020 2019 Service cost $ 351 $ 329 Interest cost 494 600 Recognized net actuarial loss 214 260 Net periodic benefit cost $ 1,059 $ 1,189 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2020 | |
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 enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. We pay interest under our Credit Agreement which fluctuates based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates, we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreements are included in interest expense. We determine the fair value of our foreign currency derivatives and our interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. Our derivatives are over-the-counter instruments with liquid markets. All derivatives are carried at fair value in our consolidated balance sheets in other assets and other liabilities. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2020 : Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 33,136 Economic (non-designated) hedges Foreign currency contracts $ 21,000 April 2020 Other assets, net $ 280 Other liabilities $ — The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2019 : Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,436 The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2020 : Amount of Gain/(Loss) Recognized in Other Comprehensive Loss Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ (16,958 ) Interest expense, net $ (23,342 ) $ (1,259 ) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. For the three months ended March 31, 2020 and 2019, we recognized a loss of $2.7 million and a gain of $0.5 million , respectively, associated with our economic (non-designated) foreign currency contracts. We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating (income) expense, net for our foreign exchange contracts. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 48.9% for the three months ended March 31, 2020 , compared to 5.8% in the same quarter of 2019. The change in these rates resulted from an income tax benefit of $5.2 million recorded in the first quarter of 2020 associated with the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the mixture of income and losses in jurisdictions in which we operate, and the incremental income tax expense associated with the vesting of restricted stock. The liability for unrecognized tax benefits was $11.7 million at March 31, 2020 and $11.5 million at December 31, 2019 . Included in the liability at March 31, 2020 and December 31, 2019 were $3.1 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Net Loss per Common Share The following summarizes the calculation of net loss per common share attributable to common shareholders for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (in thousands, except per share data) 2020 2019 Weighted average shares outstanding - basic and diluted 60,571 60,376 Loss from continuing operations $ (8,909 ) $ (10,918 ) Basic and diluted per share $ (0.15 ) $ (0.18 ) Loss from discontinued operations $ (2,415 ) $ (3,178 ) Basic and diluted per share $ (0.04 ) $ (0.05 ) Net loss $ (11,324 ) $ (14,096 ) Basic and diluted per share $ (0.19 ) $ (0.23 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table shows the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2020 and 2019 : Retirement Plans Currency Translation Adjustments Derivatives and Other Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691 ) $ (25,301 ) $ (12,715 ) $ (52,707 ) Other comprehensive loss before reclassifications — (28,178 ) (16,958 ) (45,136 ) Income tax — — 4,646 4,646 Other comprehensive loss before reclassifications, net of tax — (28,178 ) (12,312 ) (40,490 ) Amounts reclassified from accumulated other comprehensive income 214 — 1,259 1,473 Income tax (44 ) — (344 ) (388 ) Amounts reclassified from accumulated other comprehensive income, net of tax 170 — 915 1,085 Other comprehensive income (loss) 170 (28,178 ) (11,397 ) (39,405 ) Accumulated other comprehensive loss, March 31, 2020 $ (14,521 ) $ (53,479 ) $ (24,112 ) $ (92,112 ) Retirement Plans Currency Translation Adjustments Derivatives and Other Total Accumulated other comprehensive loss, December 31, 2018 $ (8,146 ) $ (32,551 ) $ (4,915 ) $ (45,612 ) Other comprehensive loss before reclassifications — (4,207 ) (3,649 ) (7,856 ) Income tax — — 808 808 Other comprehensive loss before reclassifications, net of tax — (4,207 ) (2,841 ) (7,048 ) Amounts reclassified from accumulated other comprehensive income 266 — 578 844 Income tax (69 ) — (150 ) (219 ) Amounts reclassified from accumulated other comprehensive income, net of tax 197 — 428 625 Other comprehensive income (loss) 197 (4,207 ) (2,413 ) (6,423 ) Accumulated other comprehensive loss, March 31, 2019 $ (7,949 ) $ (36,758 ) $ (7,328 ) $ (52,035 ) We include amounts reclassified out of accumulated other comprehensive loss related to defined benefit pension plans as a component of net periodic pension cost. For the three months ended March 31, 2020 and 2019 , we reclassified $0.2 million and $0.3 million , respectively, of actuarial net losses. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
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 distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations. We evaluate the performance of our segments based on their operating income excluding intangible amortization, acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful. We believe all inter-segment sales are at prices that approximate market. The following tables present financial information by segment: Three Months Ended March 31, 2020 2019 Net revenue: Segment net revenue Global Solutions $ 1,847,593 $ 2,123,599 Global Products 391,192 347,085 Total segment net revenue 2,238,785 2,470,684 Inter-segment revenue Global Products (116,092 ) (119,844 ) Total inter-segment revenue (116,092 ) (119,844 ) Consolidated net revenue $ 2,122,693 $ 2,350,840 Operating income: Global Solutions $ 7,691 $ 21,642 Global Products 18,571 7,724 Inter-segment eliminations 1,169 1,746 Intangible amortization (10,611 ) (10,026 ) Acquisition-related and exit and realignment charges (6,064 ) (4,863 ) Other (1) — 381 Consolidated operating income $ 10,756 $ 16,604 Depreciation and amortization: Global Solutions $ 10,636 $ 10,500 Global Products 13,277 12,607 Discontinued operations — 5,613 Consolidated depreciation and amortization $ 23,913 $ 28,720 Capital expenditures: Global Solutions $ 1,032 $ 3,341 Global Products 3,017 2,903 Discontinued operations 1,664 8,035 Consolidated capital expenditures $ 5,713 $ 14,279 (1) 2019 included interest cost and net actuarial losses related to the U.S. Retirement Plan as well as Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy. March 31, 2020 December 31, 2019 Total assets: Global Solutions $ 2,168,358 $ 2,205,134 Global Products 954,787 930,937 Segment assets 3,123,145 3,136,071 Discontinued operations 499,410 439,983 Cash and cash equivalents 92,315 67,030 Consolidated total assets $ 3,714,870 $ 3,643,084 The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended March 31, 2020 2019 Net revenue: United States $ 2,033,454 $ 2,303,913 International 89,239 46,927 Consolidated net revenue $ 2,122,693 $ 2,350,840 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. This ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). We adopted ASU No. 2018-13 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU No. 2018-15 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the potential impact of adopting this guidance on its consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. The Standard is part of FASB’s ongoing project to improve and clarify its Accounting Standards Codification and avoid unintended application. The items addressed are not expected to significantly affect current practice or create a significant administrative cost for most entities. The amendment is divided into issues 1 to 7 with different effective dates as follows: The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 are conforming amendments. The amendments are effective upon issuance of this update. The amendment related to Issue 3 is a conforming amendment that affects the guidance related to the amendments in ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The effective date of this update for the amendments to ASU No. 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments related to Issue 6 and Issue 7 affect the guidance in the amendments in ASU No. 2016-13, Financial 5 Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. For entities that have not yet adopted the amendments related to ASU No. 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU No. 2016-13, which will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted ASU No. 2020-03 effective beginning January 1, 2020 for Issues 1 through 5. Its adoption did not have a material impact on our consolidated financial statements. We are currently evaluating the potential impact of adopting this guidance for Issues 6 and 7 on its consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact this guidance may have on our consolidated financial statements and disclosures. There have been no further changes in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2019 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, our or the Company) 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 Movianto business represents a component that met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2019. In accordance with GAAP, the financial position and results of operations of the Movianto business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 3, the Notes to the Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc. See Note 3 for additional information regarding discontinued operations. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash represents $16.3 million held in an escrow account as of March 31, 2020 as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) Advanced Program. |
Fair Value | The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of 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). See Note 6 for the fair value of debt. The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 8 for the fair value of derivatives. |
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 distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations. We evaluate the performance of our segments based on their operating income excluding intangible amortization, acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. |
Recent Accounting Pronouncements | In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. This ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). We adopted ASU No. 2018-13 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU No. 2018-15 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the potential impact of adopting this guidance on its consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. The Standard is part of FASB’s ongoing project to improve and clarify its Accounting Standards Codification and avoid unintended application. The items addressed are not expected to significantly affect current practice or create a significant administrative cost for most entities. The amendment is divided into issues 1 to 7 with different effective dates as follows: The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 are conforming amendments. The amendments are effective upon issuance of this update. The amendment related to Issue 3 is a conforming amendment that affects the guidance related to the amendments in ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The effective date of this update for the amendments to ASU No. 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments related to Issue 6 and Issue 7 affect the guidance in the amendments in ASU No. 2016-13, Financial 5 Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. For entities that have not yet adopted the amendments related to ASU No. 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU No. 2016-13, which will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted ASU No. 2020-03 effective beginning January 1, 2020 for Issues 1 through 5. Its adoption did not have a material impact on our consolidated financial statements. We are currently evaluating the potential impact of adopting this guidance for Issues 6 and 7 on its consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact this guidance may have on our consolidated financial statements and disclosures. There have been no further changes in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2019 . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. The restricted cash presented below is classified as non-current in Other assets, net within the accompanying consolidated balance sheets. March 31, 2020 December 31, 2019 Cash and cash equivalents $ 92,315 $ 67,030 Restricted cash included in Other assets, net 16,315 16,261 Cash of discontinued operations 32,363 1,396 Total cash, cash equivalents and restricted cash $ 140,993 $ 84,687 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. The restricted cash presented below is classified as non-current in Other assets, net within the accompanying consolidated balance sheets. March 31, 2020 December 31, 2019 Cash and cash equivalents $ 92,315 $ 67,030 Restricted cash included in Other assets, net 16,315 16,261 Cash of discontinued operations 32,363 1,396 Total cash, cash equivalents and restricted cash $ 140,993 $ 84,687 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the financial results of our discontinued operations for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, 2020 2019 Net revenue $ 122,342 $ 110,548 Cost of goods sold 32,106 28,745 Gross margin 90,236 81,803 Distribution, selling, and administrative expenses 80,953 83,044 Asset impairment charges 9,080 — Acquisition-related and exit and realignment charges 271 126 Other operating income, net (461 ) (186 ) Operating income (loss) 393 (1,181 ) Interest expense, net 1,720 1,640 Loss from discontinued operations before income taxes (1,327 ) (2,821 ) Income tax provision from discontinued operations 1,088 357 Loss from discontinued operations, net of tax $ (2,415 ) $ (3,178 ) We suspended depreciation and amortization on assets that are held for sale, including right-of-use assets recorded in accordance with ASU No. 2016-02, for the three months ended March 31, 2020 . The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheets at March 31, 2020 and December 31, 2019 , are as follows: March 31, 2020 December 31, 2019 Assets of discontinued operations Cash and cash equivalents $ 32,363 $ 1,396 Accounts receivable, net 78,193 78,643 Merchandise inventories 12,979 16,058 Other current assets 227,070 188,853 Current assets of discontinued operations 350,605 284,950 Property and equipment, net 70,730 70,976 Intangible assets, net 7,010 6,579 Other assets, net 27,248 22,165 Operating lease assets 84,202 87,425 Valuation allowance on disposal group classified as held for sale (40,385 ) (32,112 ) Total assets of discontinued operations $ 499,410 $ 439,983 Liabilities of discontinued operations Accounts payable $ 68,058 $ 53,981 Other current liabilities 191,728 182,980 Current liabilities of discontinued operations 259,786 236,961 Long-term debt, excluding current portion 2,781 5,523 Operating lease liabilities, excluding current portion 69,820 76,270 Other liabilities 51,199 4,757 Total liabilities of discontinued operations $ 383,586 $ 323,511 The following table provides operating and investing cash flow information for our discontinued operations: March 31, 2020 March 31, 2019 Operating Activities: Depreciation and amortization $ — $ 5,613 Asset impairment charges 9,080 — Investing Activities: Capital expenditures 1,664 8,035 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2020 : Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2019 $ 283,905 $ 109,276 $ 393,181 Currency translation adjustments — (5,181 ) (5,181 ) Carrying amount of goodwill, March 31, 2020 $ 283,905 $ 104,095 $ 388,000 |
Intangible assets | Intangible assets at March 31, 2020 and December 31, 2019 , were as follows: March 31, 2020 December 31, 2019 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 266,595 $ 90,000 $ 43,227 $ 270,693 $ 90,000 $ 43,055 Accumulated amortization (97,366 ) (18,611 ) (12,332 ) (92,947 ) (16,520 ) (9,263 ) Net intangible assets $ 169,229 $ 71,389 $ 30,895 $ 177,746 $ 73,480 $ 33,792 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of exit and realignment charges by segment | Exit and realignment charges by segment for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Global Solutions segment $ 1,829 $ 566 Global Products segment — 138 Total exit and realignment charges $ 1,829 $ 704 |
Schedule of restructuring and related costs accrual activity | The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2020 and 2019 : Total (1) Accrued exit and realignment costs, December 31, 2019 $ 8,162 Provision for exit and realignment activities: Severance 1,391 Information system restructuring costs 183 Other 255 Change in estimate — Cash payments (5,799 ) Accrued exit and realignment costs, March 31, 2020 $ 4,192 Accrued exit and realignment costs, December 31, 2018 $ 7,477 Provision for exit and realignment activities: Severance 360 Information system restructuring costs 261 Other 83 Change in estimate — Cash payments (2,206 ) Accrued exit and realignment costs, March 31, 2019 $ 5,975 (1) The accrued exit and realignment costs at March 31, 2020 and 2019 related primarily to information system restructuring costs and severance. |
Debt - (Tables)
Debt - (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt consists of the following: March 31, 2020 December 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3.875% Senior Notes, due September 2021 $ 231,764 $ 223,367 $ 236,234 $ 229,356 4.375% Senior Notes, due December 2024 274,041 184,140 273,978 212,086 Term A Loans, due July 2022 217,924 221,906 377,420 383,050 Term B Loan, due April 2025 479,332 340,751 480,337 442,217 Revolver 171,700 171,700 177,900 177,900 Accounts Receivable Securitization Program 147,209 150,000 — — Finance leases and other 13,557 13,557 13,783 13,783 Total debt 1,535,527 1,305,421 1,559,652 1,458,392 Less current maturities (51,187 ) (51,187 ) (51,237 ) (51,237 ) Long-term debt $ 1,484,340 $ 1,254,234 $ 1,508,415 $ 1,407,155 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit cost for domestic retirement plan | The components of net periodic benefit cost for the three months ended March 31, 2020 and 2019 , respectively, were as follows: Three Months Ended March 31, 2020 2019 Service cost $ 351 $ 329 Interest cost 494 600 Recognized net actuarial loss 214 260 Net periodic benefit cost $ 1,059 $ 1,189 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2020 : Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 33,136 Economic (non-designated) hedges Foreign currency contracts $ 21,000 April 2020 Other assets, net $ 280 Other liabilities $ — The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2019 : Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,436 |
Schedule of cash flow hedges included in accumulated other comprehensive income (loss) | The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2020 : Amount of Gain/(Loss) Recognized in Other Comprehensive Loss Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ (16,958 ) Interest expense, net $ (23,342 ) $ (1,259 ) |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of calculation of net loss per common share | The following summarizes the calculation of net loss per common share attributable to common shareholders for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (in thousands, except per share data) 2020 2019 Weighted average shares outstanding - basic and diluted 60,571 60,376 Loss from continuing operations $ (8,909 ) $ (10,918 ) Basic and diluted per share $ (0.15 ) $ (0.18 ) Loss from discontinued operations $ (2,415 ) $ (3,178 ) Basic and diluted per share $ (0.04 ) $ (0.05 ) Net loss $ (11,324 ) $ (14,096 ) Basic and diluted per share $ (0.19 ) $ (0.23 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Changes in accumulated other comprehensive income (loss) by component | The following table shows the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2020 and 2019 : Retirement Plans Currency Translation Adjustments Derivatives and Other Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691 ) $ (25,301 ) $ (12,715 ) $ (52,707 ) Other comprehensive loss before reclassifications — (28,178 ) (16,958 ) (45,136 ) Income tax — — 4,646 4,646 Other comprehensive loss before reclassifications, net of tax — (28,178 ) (12,312 ) (40,490 ) Amounts reclassified from accumulated other comprehensive income 214 — 1,259 1,473 Income tax (44 ) — (344 ) (388 ) Amounts reclassified from accumulated other comprehensive income, net of tax 170 — 915 1,085 Other comprehensive income (loss) 170 (28,178 ) (11,397 ) (39,405 ) Accumulated other comprehensive loss, March 31, 2020 $ (14,521 ) $ (53,479 ) $ (24,112 ) $ (92,112 ) Retirement Plans Currency Translation Adjustments Derivatives and Other Total Accumulated other comprehensive loss, December 31, 2018 $ (8,146 ) $ (32,551 ) $ (4,915 ) $ (45,612 ) Other comprehensive loss before reclassifications — (4,207 ) (3,649 ) (7,856 ) Income tax — — 808 808 Other comprehensive loss before reclassifications, net of tax — (4,207 ) (2,841 ) (7,048 ) Amounts reclassified from accumulated other comprehensive income 266 — 578 844 Income tax (69 ) — (150 ) (219 ) Amounts reclassified from accumulated other comprehensive income, net of tax 197 — 428 625 Other comprehensive income (loss) 197 (4,207 ) (2,413 ) (6,423 ) Accumulated other comprehensive loss, March 31, 2019 $ (7,949 ) $ (36,758 ) $ (7,328 ) $ (52,035 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Financial information by segment | The following tables present financial information by segment: Three Months Ended March 31, 2020 2019 Net revenue: Segment net revenue Global Solutions $ 1,847,593 $ 2,123,599 Global Products 391,192 347,085 Total segment net revenue 2,238,785 2,470,684 Inter-segment revenue Global Products (116,092 ) (119,844 ) Total inter-segment revenue (116,092 ) (119,844 ) Consolidated net revenue $ 2,122,693 $ 2,350,840 Operating income: Global Solutions $ 7,691 $ 21,642 Global Products 18,571 7,724 Inter-segment eliminations 1,169 1,746 Intangible amortization (10,611 ) (10,026 ) Acquisition-related and exit and realignment charges (6,064 ) (4,863 ) Other (1) — 381 Consolidated operating income $ 10,756 $ 16,604 Depreciation and amortization: Global Solutions $ 10,636 $ 10,500 Global Products 13,277 12,607 Discontinued operations — 5,613 Consolidated depreciation and amortization $ 23,913 $ 28,720 Capital expenditures: Global Solutions $ 1,032 $ 3,341 Global Products 3,017 2,903 Discontinued operations 1,664 8,035 Consolidated capital expenditures $ 5,713 $ 14,279 (1) 2019 included interest cost and net actuarial losses related to the U.S. Retirement Plan as well as Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy. March 31, 2020 December 31, 2019 Total assets: Global Solutions $ 2,168,358 $ 2,205,134 Global Products 954,787 930,937 Segment assets 3,123,145 3,136,071 Discontinued operations 499,410 439,983 Cash and cash equivalents 92,315 67,030 Consolidated total assets $ 3,714,870 $ 3,643,084 |
Consolidated total assets | March 31, 2020 December 31, 2019 Total assets: Global Solutions $ 2,168,358 $ 2,205,134 Global Products 954,787 930,937 Segment assets 3,123,145 3,136,071 Discontinued operations 499,410 439,983 Cash and cash equivalents 92,315 67,030 Consolidated total assets $ 3,714,870 $ 3,643,084 |
Schedule of revenue from external customers and long-lived assets, by geographical | The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended March 31, 2020 2019 Net revenue: United States $ 2,033,454 $ 2,303,913 International 89,239 46,927 Consolidated net revenue $ 2,122,693 $ 2,350,840 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Restricted cash included in Other assets, net | $ 16,315 | $ 16,261 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 92,315 | $ 67,030 | ||
Restricted cash included in Other assets, net | 16,315 | 16,261 | ||
Cash of discontinued operations | 32,363 | 1,396 | ||
Total cash, cash equivalents and restricted cash | $ 140,993 | $ 84,687 | $ 75,239 | $ 103,367 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Movianto - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 16, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | $ 133,000 | |||
Asset impairment charges | $ 9,080 | $ 0 | $ 32,100 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Financial Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss from discontinued operations, net of tax | $ (2,415) | $ (3,178) | |
Movianto | Discontinued Operations, Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net revenue | 122,342 | 110,548 | |
Cost of goods sold | 32,106 | 28,745 | |
Gross margin | 90,236 | 81,803 | |
Distribution, selling, and administrative expenses | 80,953 | 83,044 | |
Asset impairment charges | 9,080 | 0 | $ 32,100 |
Acquisition-related and exit and realignment charges | 271 | 126 | |
Other operating income, net | (461) | (186) | |
Operating income (loss) | 393 | (1,181) | |
Interest expense, net | 1,720 | 1,640 | |
Loss from discontinued operations before income taxes | (1,327) | (2,821) | |
Income tax provision from discontinued operations | 1,088 | 357 | |
Loss from discontinued operations, net of tax | $ (2,415) | $ (3,178) |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Discontinued Operations on the Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets of discontinued operations | ||
Current assets of discontinued operations | $ 499,410 | $ 439,983 |
Total assets of discontinued operations | 499,410 | 439,983 |
Liabilities of discontinued operations | ||
Current liabilities of discontinued operations | 383,586 | 323,511 |
Movianto | Discontinued Operations, Held-for-sale | ||
Assets of discontinued operations | ||
Cash and cash equivalents | 32,363 | 1,396 |
Accounts receivable, net | 78,193 | 78,643 |
Merchandise inventories | 12,979 | 16,058 |
Other current assets | 227,070 | 188,853 |
Current assets of discontinued operations | 350,605 | 284,950 |
Property and equipment, net | 70,730 | 70,976 |
Intangible assets, net | 7,010 | 6,579 |
Other assets, net | 27,248 | 22,165 |
Operating lease assets | 84,202 | 87,425 |
Valuation allowance on disposal group classified as held for sale | (40,385) | (32,112) |
Total assets of discontinued operations | 499,410 | 439,983 |
Liabilities of discontinued operations | ||
Accounts payable | 68,058 | 53,981 |
Other current liabilities | 191,728 | 182,980 |
Current liabilities of discontinued operations | 259,786 | 236,961 |
Long-term debt, excluding current portion | 2,781 | 5,523 |
Operating lease liabilities, excluding current portion | 69,820 | 76,270 |
Other liabilities | 51,199 | 4,757 |
Total liabilities of discontinued operations | $ 383,586 | $ 323,511 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Cash Flow Information for Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities: | ||
Depreciation and amortization | $ 0 | $ 5,613 |
Investing Activities: | ||
Capital expenditures | 1,664 | 8,035 |
Movianto | Discontinued Operations, Held-for-sale | ||
Operating Activities: | ||
Depreciation and amortization | 0 | 5,613 |
Asset impairment charges | 9,080 | 0 |
Investing Activities: | ||
Capital expenditures | $ 1,664 | $ 8,035 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2019 | $ 393,181 |
Currency translation adjustments | (5,181) |
Carrying amount of goodwill, March 31, 2020 | 388,000 |
Global Solutions | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2019 | 283,905 |
Currency translation adjustments | 0 |
Carrying amount of goodwill, March 31, 2020 | 283,905 |
Global Products | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2019 | 109,276 |
Currency translation adjustments | (5,181) |
Carrying amount of goodwill, March 31, 2020 | $ 104,095 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 271,513 | $ 285,018 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 266,595 | 270,693 |
Accumulated amortization | (97,366) | (92,947) |
Net intangible assets | $ 169,229 | $ 177,746 |
Finite-lived intangible asset, weighted average useful life | 10 years | 10 years |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 90,000 | $ 90,000 |
Accumulated amortization | (18,611) | (16,520) |
Net intangible assets | $ 71,389 | $ 73,480 |
Finite-lived intangible asset, weighted average useful life | 11 years | 11 years |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 43,227 | $ 43,055 |
Accumulated amortization | (12,332) | (9,263) |
Net intangible assets | $ 30,895 | $ 33,792 |
Finite-lived intangible asset, weighted average useful life | 8 years | 8 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 271,513 | $ 285,018 | |
Amortization expense for intangible assets | 10,600 | $ 10,000 | |
Estimated amortization expense for the remainder of 2020 | 31,100 | ||
Estimated amortization expense for 2021 | 39,800 | ||
Estimated amortization expense for 2022 | 38,900 | ||
Estimated amortization expense for 2023 | 38,700 | ||
Estimated amortization expense for 2024 | 33,900 | ||
Estimated amortization expense for 2025 | 28,200 | ||
Global Solutions | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | 76,100 | ||
Global Products | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 195,400 |
Exit and Realignment Costs - Ad
Exit and Realignment Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 1,829 | $ 704 |
Acquisition-related and exit and realignment charges | 6,064 | 4,863 |
Global Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | 1,829 | 566 |
Global Products | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | 0 | 138 |
Halyard Acquisition | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition-related and exit and realignment charges | $ 4,200 | $ 4,200 |
Exit and Realignment Costs - Ac
Exit and Realignment Costs - Accrual for Exit and Realignment Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment costs, beginning of period | $ 8,162 | $ 7,477 |
Change in estimate | 0 | 0 |
Cash payments | (5,799) | (2,206) |
Accrued exit and realignment costs, end of period | 4,192 | 5,975 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | 1,391 | 360 |
Information system restructuring costs | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | 183 | 261 |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | $ 255 | $ 83 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Senior Notes | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Interest rate of debt | 3.875% | |
Senior Notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Interest rate of debt | 4.375% | |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,535,527 | $ 1,559,652 |
Less current maturities | (51,187) | (51,237) |
Long-term debt | 1,484,340 | 1,508,415 |
Carrying Amount | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,557 | 13,783 |
Carrying Amount | Senior Notes | 3.875% Senior Notes, due September 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | 231,764 | 236,234 |
Carrying Amount | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 274,041 | 273,978 |
Carrying Amount | Term Loan | Term A Loans, due July 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 217,924 | 377,420 |
Carrying Amount | Term Loan | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Total debt | 479,332 | 480,337 |
Carrying Amount | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 171,700 | 177,900 |
Carrying Amount | Secured Debt | Accounts Receivable Securitization Program | ||
Debt Instrument [Line Items] | ||
Total debt | 147,209 | 0 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 1,305,421 | 1,458,392 |
Less current maturities | (51,187) | (51,237) |
Long-term debt | 1,254,234 | 1,407,155 |
Estimated Fair Value | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,557 | 13,783 |
Estimated Fair Value | Senior Notes | 3.875% Senior Notes, due September 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | 223,367 | 229,356 |
Estimated Fair Value | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 184,140 | 212,086 |
Estimated Fair Value | Term Loan | Term A Loans, due July 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 221,906 | 383,050 |
Estimated Fair Value | Term Loan | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Total debt | 340,751 | 442,217 |
Estimated Fair Value | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 171,700 | 177,900 |
Estimated Fair Value | Secured Debt | Accounts Receivable Securitization Program | ||
Debt Instrument [Line Items] | ||
Total debt | $ 150,000 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Feb. 29, 2020 | Feb. 19, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 166,798,000 | $ 12,394,000 | |||
Common stock, voting rights, pledged | 100.00% | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Rate of interest discounted | 0.30% | ||||
Senior notes, outstanding | $ 508,100,000 | $ 512,700,000 | |||
Revolver | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 400,000,000 | ||||
Borrowings outstanding | 171,700,000 | 177,900,000 | |||
Remaining borrowing capacity | 215,500,000 | 209,300,000 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding | 697,000,000 | ||||
2021 Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 233,000,000 | ||||
Interest rate of debt | 3.875% | ||||
Debt issued, percent of par | 99.50% | ||||
Effective yield percentage | 3.951% | ||||
Repayments of debt | $ 4,400,000 | ||||
Debt instrument, repurchase amount | 4,600,000 | ||||
2024 Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 275,000,000 | ||||
Interest rate of debt | 4.375% | ||||
Debt issued, percent of par | 99.60% | ||||
Effective yield percentage | 4.422% | ||||
2021 and 2024 Notes [Member] | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage | 100.00% | ||||
Term A-2 Loan | |||||
Debt Instrument [Line Items] | |||||
Debt convent, springing maturity date, period | 91 days | ||||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | $ 11,700,000 | 11,700,000 | |||
Remaining borrowing capacity | 1,100,000 | 1,100,000 | |||
European Lease Agreement | Replaced Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | 1,500,000 | $ 1,500,000 | |||
Long-term debt, maturities, repayments of principal in 2020 | 37,200,000 | ||||
Long-term debt, maturities, repayments of principal in 2021 | 282,800,000 | ||||
Long-term debt, maturities, repayments of principal in 2022 | 320,500,000 | ||||
Long-term debt, maturities, repayments of principal in 2023 | 155,000,000 | ||||
Long-term debt, maturities, repayments of principal in 2024 | 280,000,000 | ||||
Long-term debt, maturities, repayments of principal in the years thereafter | $ 468,800,000 | ||||
Term B Loan, due April 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt convent, springing maturity date, period | 91 days | ||||
Base Rate | Term B Loan, due April 2025 | |||||
Debt Instrument [Line Items] | |||||
Best instrument, basis spread on variable rate | 3.50% | ||||
Eurodollar | Revolver | |||||
Debt Instrument [Line Items] | |||||
Best instrument, basis spread on variable rate | 4.25% | ||||
Eurodollar | Term B Loan, due April 2025 | |||||
Debt Instrument [Line Items] | |||||
Best instrument, basis spread on variable rate | 4.50% | ||||
Minimum | Revolver | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.125% | ||||
Maximum | Revolver | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.25% | ||||
Maximum | Accounts Receivable Securitization Program | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 325,000,000 | ||||
Debt instrument, repurchase amount | $ 150,000,000 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost (Detail) - United States - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 351 | $ 329 |
Interest cost | 494 | 600 |
Recognized net actuarial loss | 214 | 260 |
Net periodic benefit cost | $ 1,059 | $ 1,189 |
Derivatives - Summary of the te
Derivatives - Summary of the terms and fair value of our outstanding derivative financial instruments (Details) - Cash flow hedging - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional amount | $ 450,000 | $ 450,000 |
Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | ||
Derivative [Line Items] | ||
Notional amount | 21,000 | |
Other assets, net | Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative Asset | 0 | 0 |
Other assets, net | Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | ||
Derivative [Line Items] | ||
Derivative Asset | 280 | |
Other liabilities | Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liabilities | 33,136 | $ 17,436 |
Other liabilities | Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 0 |
Derivatives - Summary of the ef
Derivatives - Summary of the effect of cash flow hedge (Details) - Interest rate swaps $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain/(Loss) Recognized in Other Comprehensive Loss | $ (16,958) |
Interest expense, net | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded | (23,342) |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ (1,259) |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gain (loss) recognized on derivative not designated as hedging instrument | $ (2.7) | $ 0.5 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 48.90% | 5.80% | |
Income tax benefit due to CARES Act, income and losses in jurisdictions and vesting of restricted stock | $ 5.2 | ||
Liability for unrecognized tax benefit | 11.7 | $ 11.5 | |
Unrecognized tax benefit highly certain | $ 3.1 | $ 3.1 |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary of Calculation of Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding - basic and diluted (in shares) | 60,571 | 60,376 |
Loss from continuing operations | $ (8,909) | $ (10,918) |
Loss from continuing operations per common share: basic and diluted (in usd per share) | $ (0.15) | $ (0.18) |
Loss from discontinued operations | $ (2,415) | $ (3,178) |
Loss from discontinued operations per common share: basic and diluted (in usd per share) | $ (0.04) | $ (0.05) |
Net loss | $ (11,324) | $ (14,096) |
Net loss per common share: basic and diluted (in usd per share) | $ (0.19) | $ (0.23) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Loss by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | $ 462,154 | $ 518,419 |
Other comprehensive loss before reclassifications | (45,136) | (7,856) |
Income tax | 4,646 | 808 |
Other comprehensive loss before reclassifications, net of tax | (40,490) | (7,048) |
Amounts reclassified from accumulated other comprehensive income | 1,473 | 844 |
Income tax | (388) | (219) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 1,085 | 625 |
Other comprehensive loss | (39,405) | (6,423) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Tax, after Reclassification Adjustment, Attributable to Parent | (170) | (197) |
Other Comprehensive Income, Other, Net of Tax | (11,397) | (2,413) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (28,178) | (4,207) |
Ending Balance | 416,338 | 501,839 |
Retirement Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (14,691) | (8,146) |
Other comprehensive loss before reclassifications | 0 | 0 |
Income tax | 0 | 0 |
Other comprehensive loss before reclassifications, net of tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 214 | 266 |
Income tax | (44) | (69) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 170 | 197 |
Other comprehensive loss | 197 | |
Ending Balance | (14,521) | (7,949) |
Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (25,301) | (32,551) |
Other comprehensive loss before reclassifications | (28,178) | (4,207) |
Income tax | 0 | 0 |
Other comprehensive loss before reclassifications, net of tax | (28,178) | (4,207) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Income tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income, net of tax | 0 | 0 |
Other comprehensive loss | (4,207) | |
Ending Balance | (53,479) | (36,758) |
Derivatives and Other | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (12,715) | (4,915) |
Other comprehensive loss before reclassifications | (16,958) | (3,649) |
Income tax | 4,646 | 808 |
Other comprehensive loss before reclassifications, net of tax | (12,312) | (2,841) |
Amounts reclassified from accumulated other comprehensive income | 1,259 | 578 |
Income tax | (344) | (150) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 915 | 428 |
Other comprehensive loss | (2,413) | |
Ending Balance | (24,112) | (7,328) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (52,707) | (45,612) |
Ending Balance | $ (92,112) | $ (52,035) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as component of net periodic benefit cost, actuarial net gain or loss | $ 0.2 | $ 0.3 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Number of reportable segments | segment | 2 | |
Net revenue | $ 2,122,693 | $ 2,350,840 |
Operating earnings (loss): | 10,756 | 16,604 |
Intangible amortization | (10,600) | (10,000) |
Acquisition-related and exit and realignment charges | (6,064) | (4,863) |
Other | 2,309 | (42) |
Discontinued operations | 0 | 5,613 |
Consolidated depreciation and amortization | 23,913 | 28,720 |
Discontinued operations | 1,664 | 8,035 |
Consolidated capital expenditures | 5,713 | 14,279 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 2,238,785 | 2,470,684 |
Operating Segments | Global Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 1,847,593 | 2,123,599 |
Operating earnings (loss): | 7,691 | 21,642 |
Depreciation and amortization | 10,636 | 10,500 |
Capital expenditures | 1,032 | 3,341 |
Operating Segments | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 391,192 | 347,085 |
Operating earnings (loss): | 18,571 | 7,724 |
Depreciation and amortization | 13,277 | 12,607 |
Capital expenditures | 3,017 | 2,903 |
Intersegment Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (116,092) | (119,844) |
Operating earnings (loss): | 1,169 | 1,746 |
Intersegment Eliminations | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (116,092) | (119,844) |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Intangible amortization | (10,611) | (10,026) |
Acquisition-related and exit and realignment charges | (6,064) | (4,863) |
Other | $ 0 | $ 381 |
Segment Information - Consolida
Segment Information - Consolidated Total Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 3,714,870 | $ 3,643,084 |
Cash and cash equivalents | 92,315 | 67,030 |
Discontinued operations | 499,410 | 439,983 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 3,123,145 | 3,136,071 |
Operating Segments | Global Solutions | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,168,358 | 2,205,134 |
Operating Segments | Global Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 954,787 | $ 930,937 |
Segment Information - Net reven
Segment Information - Net revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,122,693 | $ 2,350,840 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 2,033,454 | 2,303,913 |
International | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 89,239 | $ 46,927 |
Uncategorized Items - omi331202
Label | Element | Value |
Common Stock [Member] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | $ 84,000 |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation | 42,000 |
Additional Paid-in Capital [Member] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | $ 4,956,000 |