Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 16, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Trading Symbol | OMI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Smaller reporting company | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Shell Company | false | ||
Entity Public Float | $ 468,364,603 | ||
Entity Common Stock, Shares Outstanding | 73,498,525 | ||
Documents Incorporated by Reference | The proxy statement for the annual meeting of shareholders to be held on April 29, 2021, is incorporated by reference for Item 5 of Part II and Part III. | ||
Entity Central Index Key | 0000075252 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 8,480,177 | $ 9,210,939 |
Cost of goods sold | 7,199,343 | 8,082,448 |
Gross margin | 1,280,834 | 1,128,491 |
Distribution, selling and administrative expenses | 1,041,336 | 1,023,065 |
Acquisition-related and exit and realignment charges | 37,752 | 30,050 |
Other operating (income) expense, net | (2,372) | 2,225 |
Operating income | 204,118 | 73,151 |
Interest expense, net | 83,398 | 98,113 |
Other expense, net | 10,812 | 3,757 |
Income (loss) from continuing operations before income taxes | 109,908 | (28,719) |
Income tax provision (benefit) | 21,834 | (6,135) |
Income (loss) from continuing operations | 88,074 | (22,584) |
Loss from discontinued operations, net of tax | (58,203) | (39,787) |
Net income (loss) | $ 29,871 | $ (62,371) |
Continuing operations per basic and diluted (in usd per share) | $ 1.39 | $ (0.37) |
Discontinued operations per basic and diluted (in usd per share) | (0.92) | (0.66) |
Basic and diluted (in usd per share) | $ 0.47 | $ (1.03) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 29,871 | $ (62,371) |
Other comprehensive income (loss), net of tax: | ||
Currency translation adjustments | 25,283 | 7,250 |
Change in unrecognized net periodic pension costs (net of income tax benefit of $1,579 in 2020 and $2,299 in 2019) | (3,756) | (6,545) |
Net unrealized loss on derivative instruments and other (net of income tax benefit of $3,180 in 2020 and $3,305 in 2019) | (7,329) | (7,800) |
Other comprehensive income (loss) | 14,198 | (7,095) |
Comprehensive income (loss) | $ 44,069 | $ (69,466) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Change in unrecognized net periodic pension costs, income tax (benefit) | $ 1,579 | $ 2,299 |
Change in net unrealized loss on derivative instruments and other, income tax (benefit) | $ 3,180 | $ 3,305 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 83,058 | $ 67,030 |
Accounts receivable, net | 700,792 | 674,706 |
Merchandise inventories | 1,233,751 | 1,146,192 |
Other current assets | 118,264 | 79,372 |
Current assets of discontinued operations | 0 | 439,983 |
Total current assets | 2,135,865 | 2,407,283 |
Property and equipment, net | 315,662 | 315,427 |
Operating lease assets | 144,755 | 142,219 |
Goodwill | 394,086 | 393,181 |
Intangible assets, net | 243,351 | 285,018 |
Other assets, net | 101,920 | 99,956 |
Total assets | 3,335,639 | 3,643,084 |
Current liabilities | ||
Accounts payable | 1,000,186 | 808,035 |
Accrued payroll and related liabilities | 109,447 | 53,584 |
Other current liabilities | 236,094 | 231,029 |
Current liabilities of discontinued operations | 0 | 323,511 |
Total current liabilities | 1,345,727 | 1,416,159 |
Long-term debt, excluding current portion | 986,018 | 1,508,415 |
Operating lease liabilities, excluding current portion | 119,932 | 117,080 |
Deferred income taxes | 50,641 | 40,550 |
Other liabilities | 121,267 | 98,726 |
Total liabilities | 2,623,585 | 3,180,930 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized—200,000 shares; issued and outstanding— 73,472 shares and 62,843 shares | 146,944 | 125,686 |
Paid-in capital | 436,597 | 251,401 |
Retained earnings | 167,022 | 137,774 |
Accumulated other comprehensive loss | (38,509) | (52,707) |
Total equity | 712,054 | 462,154 |
Total liabilities and equity | $ 3,335,639 | $ 3,643,084 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000 | 200,000 |
Common stock, issued (shares) | 73,472 | 62,843 |
Commons stock, outstanding (shares) | 73,472 | 62,843 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||
Net income (loss) | $ 29,871 | $ (62,371) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
Depreciation and amortization | 93,336 | 116,678 |
Share-based compensation expense | 20,010 | 15,803 |
Asset impairment charges | 8,724 | 32,112 |
Loss on divestiture | 65,472 | 0 |
Deferred income tax expense (benefit) | 15,564 | (17,402) |
Provision for losses on accounts receivable | 11,292 | 12,914 |
Changes in operating lease right-of-use assets and lease liabilities | (1,676) | (2,599) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (34,818) | 63,526 |
Merchandise inventories | (85,154) | 127,921 |
Accounts payable | 193,240 | (235,631) |
Net change in other assets and liabilities | 5,278 | 104,801 |
Other, net | 18,084 | 10,333 |
Cash provided by operating activities | 339,223 | 166,085 |
Investing activities: | ||
Proceeds from divestiture | 133,000 | 0 |
Additions to property and equipment | (50,424) | (42,419) |
Additions to computer software | (8,769) | (9,809) |
Proceeds from sale of property and equipment | 234 | 331 |
Proceeds from cash surrender value of life insurance policies | 6,032 | 0 |
Cash provided by (used for) investing activities | 80,073 | (51,897) |
Financing activities: | ||
Proceeds from issuance of debt | 155,100 | 0 |
Proceeds from issuance of common stock | 189,971 | 0 |
Repayments of revolving credit facility | (74,700) | (32,200) |
Repayment of debt | (617,271) | (85,592) |
Financing costs paid | (10,367) | (4,313) |
Cash dividends paid | (648) | (5,226) |
Senior Notes make-whole premium paid | (4,980) | 0 |
Other, net | (16,491) | (2,866) |
Cash provided by (used for) financing activities | (379,386) | (130,197) |
Effect of exchange rate changes on cash and cash equivalents | 9,909 | (2,671) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 49,819 | (18,680) |
Cash, cash equivalents and restricted cash at beginning of year | 84,687 | 103,367 |
Cash, cash equivalents and restricted cash at end of year | 134,506 | 84,687 |
Supplemental disclosure of cash flow information: | ||
Income taxes received, net of payments | (17,455) | (6,198) |
Interest paid | $ 89,961 | $ 95,413 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 2 | ||||
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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (62,371) | (62,371) | |||
Other comprehensive loss | (7,095) | (7,095) | |||
Dividends declared | (525) | (525) | |||
Share-based compensation expense, exercises and other (in shares) | 549 | ||||
Share-based compensation expense, exercises and other | $ 13,726 | $ 1,098 | 12,628 | ||
Ending Balance (in shares) at Dec. 31, 2019 | 62,843 | 62,843 | |||
Ending Balance at Dec. 31, 2019 | $ 462,154 | $ 125,686 | 251,401 | 137,774 | (52,707) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 2 | ||||
Net income (loss) | $ 29,871 | 29,871 | |||
Other comprehensive loss | 14,198 | 14,198 | |||
Dividends declared | (623) | (623) | |||
Issuance of common stock, net of issuance costs (in shares) | 9,746 | ||||
Issuance of common stock, net of issuance costs | 189,971 | $ 19,493 | 170,478 | ||
Share-based compensation expense, exercises and other (in shares) | 883 | ||||
Share-based compensation expense, exercises and other | $ 16,483 | $ 1,765 | 14,718 | ||
Ending Balance (in shares) at Dec. 31, 2020 | 73,472 | 73,472 | |||
Ending Balance at Dec. 31, 2020 | $ 712,054 | $ 146,944 | $ 436,597 | $ 167,022 | $ (38,509) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 2 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 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) | $ 0.01 | $ 0.01 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Owens & Minor, Inc. and subsidiaries (we, us, our or the Company), a Fortune 500 company headquartered in Richmond, Virginia, is a leading global healthcare solutions company with integrated technologies, products and services aligned to deliver significant and sustained value for healthcare providers and manufacturers across the continuum of care. Our teammates serve healthcare industry customers in over 70 countries, by producing quality products and helping to reduce total costs across the healthcare supply chain by optimizing point-of care performance, freeing up capital and clinical resources and managing contracts to optimize financial performance. Basis of Presentation. The consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls, in conformity with U.S generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Estimates are used for, but are not limited to, the allowances for losses on accounts receivable, inventory valuation allowances, supplier incentives, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates. Cash, Cash Equivalents and Restricted Cash. Cash, cash equivalents and restricted cash include 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 included in other current assets represents cash held in a designated account as of December 31, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash held within this account is to be used to repay the 2021 Notes, which were fully repaid as of December 31, 2020, or the Term A Loans. Restricted cash included in Other assets, net as of December 31, 2020 represents cash held in an escrow account 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. December 31, 2020 December 31, 2019 Cash and cash equivalents $ 83,058 $ 67,030 Restricted cash included in Other current assets 35,126 — Restricted cash included in Other assets, net 16,322 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 134,506 $ 84,687 Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of cash flows. Accounts Receivable, Net. In general, accounts receivable from customers are recorded at the invoiced amount and are reduced by any rebates due to the customer, which are estimated based on contractual terms or historical experience. We assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer deposits in excess of outstanding receivable balances are classified as other current liabilities. For our direct to patient business, accounts receivable are recorded net of a contractual allowance. We maintain valuation allowances based upon the expected collectability of accounts receivable. Our allowances include specific amounts for accounts that are likely to be uncollectible, such as customer bankruptcies and disputed amounts and general allowances for accounts that may become uncollectible. Allowances are estimated based on a number of factors, including industry trends, current economic conditions, creditworthiness of customers, age of the receivables, changes in customer payment patterns, and historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. Cost of remaining inventories are determined using the first-in, first out (FIFO) or weighted-average cost method. Property and Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization expense for financial reporting purposes is computed on a straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the term of the lease, if shorter. In general, the estimated useful lives for computing depreciation and amortization are three five Leases. We enter into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one one five three Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of unpaid lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. We use the implicit rate when readily determinable. The right-of-use assets also include adjustments for any lease payments made and lease incentives received. Goodwill. We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. We evaluate goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value does not exceed the carrying amount, then a quantitative test is performed. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount. We determine the estimated fair value of our reporting units by using an income (discounted cash flow analysis) approach. The income approach is dependent upon several assumptions regarding future periods, including assumptions with respect to future sales growth and a terminal growth rate. In addition, a weighted average cost of capital (WACC) is used to discount future estimated cash flows to their present values. The WACC is based on externally observable data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to our company. Intangible Assets. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts, non-competition agreements, trademarks, and tradenames are amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements. Customer relationships are generally amortized over three intangible assets are amortized generally for periods between one Computer Software. We develop and purchase software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are amortized over the estimated useful life of the software, usually between three Beginning in 2020, implementation costs incurred for a cloud computing arrangement that is considered a service contract (software as a service or SaaS) are capitalized consistent with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. In 2019, these costs were expensed as incurred. Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, right-of-use assets, and unamortized software costs, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for potential impairment by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. We suspend depreciation and amortization on assets that are held for sale. Self-Insurance Liabilities. We are self-insured for certain employee healthcare, workers’ compensation and automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors. If the underlying facts and circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to adjust the liability and related expense accordingly. Self-insurance liabilities are included in other current liabilities on the consolidated balance sheets. Revenue Recognition. Our revenue is primarily generated from sales contracts with customers. Under most of our distribution and product sales arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt. Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. Our contracts sometimes allow for forms of variable consideration including rebates, discounts and performance guarantees. In these cases, we estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer. Rebates and customer discounts are estimated based on contractual terms or historical experience and we maintain an accrual for rebates or discounts that have been earned but are unpaid. The amount accrued for rebates and discounts due to customers was $74.0 million at December 31, 2020 and $49.5 million at December 31, 2019. Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. The amount deferred under these arrangements is not material. For our direct to patient sales, revenues are recorded based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under Medicare and Medicaid programs), managed care health plans and commercial insurance companies. Estimates of contractual allowances are based upon historical collection rates for the related payor agreements. The estimated reimbursement amounts are made on a payor-specific basis and are recorded based on the best information available regarding management’s interpretation of the applicable laws, regulations and reimbursement terms. In most cases, we record revenue gross, as we are the primary obligor in the arrangement and we obtain control of the products before they are transferred to the customer. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory risks, primarily for our outsourced logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. See Note 20 for disaggregation of revenue by segment and geography as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Cost of Goods Sold. Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs associated with our Global Products business. We have contractual arrangements with certain suppliers that provide incentives, including cash discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a reduction in cost of goods sold as targets become probable of achievement. In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our outsourced logistics business, there is no cost of goods sold and all costs to provide the service to the customer are recorded in distribution, selling and administrative expenses. As a result of different practices of categorizing costs and different business models throughout our industry, our gross margins may not necessarily be comparable to other companies in our industry. Distribution, Selling and Administrative (DS&A) Expenses. DS&A expenses include shipping and handling costs, labor, depreciation, amortization and other costs for selling and administrative functions and all costs associated with our fee-for-service arrangements. Shipping and Handling. Shipping and handling costs are primarily included in DS&A expenses on the consolidated statements of operations and include costs to store, to move, and to prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $389 million and $422 million for the years ended December 31, 2020 and 2019. Share-Based Compensation. We account for share-based payments to teammates at fair value and recognize the related expense in distribution, selling and administrative expenses over the service period for awards expected to vest. Derivative Financial Instruments. We are directly and indirectly affected by changes in foreign currency and interest rates, 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 these market risks. We use forward contracts, which are agreements to buy or sell a quantity at a predetermined future date and at a predetermined rate or price, and interest rate swaps. We do not enter into derivative financial instruments for trading purposes. All derivatives are carried at fair value in our consolidated balance sheets. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we record the change in fair value of the derivative instrument in our financial statements. A derivative qualifies for hedge accounting if, at inception, we expect the derivative will be highly effective in offsetting the underlying hedged cash flows and we fulfill the hedge documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, fair value hedge, or a net investment hedge based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in fair value in other comprehensive income (“OCI”). We release the derivative’s gain or loss from OCI to match the timing of the underlying hedged items’ effect on earnings. We review the effectiveness of our hedging instruments quarterly, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. The cash flow impacts of the derivative instruments are primarily included in our consolidated statements of cash flows as a component of operating or financing activities. Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made. We earn a portion of our operating income in foreign jurisdictions outside the United States. We continue to remain permanently reinvested in our foreign subsidiaries, with the exception of a subsidiary in Thailand. We have no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiary located in Thailand as of December 31, 2020. As such, we have recorded withholding tax liabilities that would be incurred upon future distribution to the U.S. There are no unrecognized deferred taxes as there is no outside basis difference unrelated to unremitted earnings for Thailand. We will continue to evaluate our foreign earnings repatriation policy in 2021 for all our foreign subsidiaries. Our policy election for GILTI is that we will record such taxes as a current period expense once incurred and will follow the tax law ordering approach. Fair Value Measurements. Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3). 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 10 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 13 for the fair value of derivatives. Acquisition-Related and Exit and Realignment Charges . We present costs incurred in connection with acquisitions in acquisition-related and exit and realignment charges in our consolidated statements of operations. Acquisition-related charges consist primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate an acquisition, costs to perform post-closing activities to establish the organizational structure, and costs to transition the acquired company’s information technology and other operations and administrative functions from the former owner. Exit and realignment charges consist of costs associated with optimizing our operations which include the closure and consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, our client engagement center and IT restructuring charges. These charges also include costs associated with the sale of certain assets of Fusion5, our strategic organizational realignment which include management changes, certain professional fees, costs to streamline administrative functions and processes and divestiture related costs. Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are established at the cease-use date for remaining contractual obligations discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liability accordingly. The current portion of contractual termination costs are included in other current liabilities on the consolidated balance sheets, and the non-current portion is included in other liabilities, which were not material to our consolidated balance sheets as of December 31, 2020 and 2019. Severance benefits are recorded when payment is considered probable and reasonably estimable. Income (Loss) Per Share. Basic and diluted income (loss) per share are calculated pursuant to the two-class method, under which unvested share-based payment awards containing non-forfeitable rights to dividends are participating securities. Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and revenues, cost of goods sold and expenses are translated at average exchange rates during the period. Cumulative currency translation adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses on intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign currency transactions are recorded in other operating income, net in the consolidated statements of operations and were not material to our consolidated results of operations in 2020 and 2019. Discontinued Operations . The Movianto business represented a component that met accounting requirements to be classified as discontinued operations through June 18, 2020 (the Divestiture Date) and held for sale as of 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. Contingent Consideration . Consideration for the sale of certain assets of Fusion5 included contingent earn-outs. The earn-outs were excluded from the initial loss on the divestiture and will be recognized in income when realized and earned, consistent with the accounting guidance for gain contingencies. Recent Accounting Pronouncements . During 2020, we adopted Accounting Standard Updates (ASU’s) issued by the Financial Accounting Standards Board (FASB). 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. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans— General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. The amendments in ASU No. 2018-14 are effective for fiscal years ending after December 15, 2020 and 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 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 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. 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. 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. At the present time, none of our lenders have requested that we transition away from LIBOR for our borrowings that bear interest based on LIBOR and we will continue to evaluate the impact through transition. In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470), to amend and supersede SEC paragraphs in the FASB Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10762 related to financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities and affiliates whose securities are pledged as collateral for registered securities. This new guidance, issued under new Rules 13-01 and 13-02, narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and affiliates whose securities are pledged as collateral and streamlines the alternative disclosures required in lieu of those statements. This rule is effective January 4, 2021 with earlier adoption permitted. We adopted this new standard in the fourth quarter of 2020. Accordingly, summarized financial information has been presented only for the issuer and guarantors of the our registered debt securities and affiliates whose securities are pledged as collateral for registered securities for the most recent fiscal year, and the location of the required disclosures has been moved outside the Notes to Consolidated Financial Statements and is provided in the “Guarantor and Collateral Group Summarized Financial Information” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Recently Issued Accounting Pronouncements Not Yet A |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties Many of our hospital customers in the U.S. are represented by group purchasing organizations (GPOs) that contract with us for services on behalf of the GPO members. GPOs representing a significant portion of our business are Vizient, Premier, Inc. (Premier) and Health Trust Purchasing Group (HPG). Members of these GPOs have incentives to purchase from their primary selected distributor; however, they operate independently and are free to negotiate directly with distributors and manufacturers. For 2020, net revenue from hospitals under contract with these GPOs represented the following approximate percentages of our net revenue annually: Vizient—36%; Premier—21%; and HPG—15%. In 2020 and 2019, no sales of products of any individual suppliers exceeded 10% of our consolidated net revenue. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On June 18, 2020, we completed the divestiture of our European logistics business, Movianto (the Divestiture), as well as certain support functions in our Dublin office, to Walden Group SAS (the Buyer) and EHDH (as Buyer’s guarantor) for cash consideration of $133 million. We concluded that the Movianto business met the criteria for discontinued operations as of December 31, 2019 and through the Divestiture Date, 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. Accordingly, the results of operations from the Movianto business were reported in the accompanying consolidated statements of operations as Loss from discontinued operations, net of tax for the years ended December 31, 2020 and 2019, and the related assets and liabilities were classified as held-for-sale as of December 31, 2019 in the accompanying consolidated balance sheet. We are working with the Buyer on a final working capital adjustment that could result in a benefit in an amount up to $41.5 million. There is no benefit of any such adjustment reflected in our consolidated financial statements as of December 31, 2020. The following table summarizes the financial results of our discontinued operations: Year ended December 31, 2020 2019 Net revenue $ 226,759 $ 439,104 Cost of goods sold 53,923 106,896 Gross margin 172,836 332,208 Distribution, selling, and administrative expenses 157,512 330,737 Asset impairment charges — 32,112 Loss on divestiture 65,472 — Acquisition-related and exit and realignment charges 4,825 2,856 Other operating income, net (388) (1,325) Operating loss (54,585) (32,172) Interest expense, net 3,144 6,752 Loss from discontinued operations before income taxes (57,729) (38,924) Income tax provision from discontinued operations 474 863 Loss from discontinued operations, net of taxes $ (58,203) $ (39,787) 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 year ended December 31, 2020. All revenue and expense included in discontinued operations during the year ended December 31, 2020 relates to activity through the Divestiture Date. No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date. We have entered into transition services agreements with a subsidiary of the Buyer, pursuant to which we and a subsidiary of the Buyer will provide to each other various transitional services. Certain transition service arrangement costs and reimbursements were recorded during the year ended December 31, 2020. These amounts were immaterial for the year ended December 31, 2020. We had no assets and liabilities associated with the discontinued Movianto business reflected on the consolidated balance sheet as of December 31, 2020. The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheet as of December 31, 2019 were as follows: December 31, 2019 Assets of discontinued operations Cash and cash equivalents $ 1,396 Accounts receivable, net 78,643 Merchandise inventories 16,058 Other current assets 188,853 Current assets of discontinued operations 284,950 Property and equipment, net 65,710 Intangible assets, net 6,579 Other assets, net 27,431 Operating lease assets 87,425 Valuation allowance on disposal group classified as held-for-sale (32,112) Total assets of discontinued operations $ 439,983 Liabilities of discontinued operations Accounts payable $ 53,981 Other current liabilities 182,980 Current liabilities of discontinued operations 236,961 Long-term debt, excluding current portion 5,523 Operating lease liabilities, excluding current portion 76,270 Other liabilities 4,757 Total liabilities of discontinued operations $ 323,511 Assets and liabilities held-for-sale as of December 31, 2019 were classified as current since we expected the Divestiture to be completed within one year of the balance sheet date. The following table provides operating and investing cash flow information for our discontinued operations: Year ended December 31, 2020 2019 Operating Activities: Depreciation and amortization $ — $ 17,111 Asset impairment charges — 32,112 Loss on divestiture 65,472 — Investing Activities: Capital expenditures (3,027) (18,952) |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, NetAllowances for losses on accounts receivable of $19.1 million and $21.0 million have been applied as reductions of accounts receivable at December 31, 2020 and 2019. |
Merchandise Inventories
Merchandise Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Merchandise Inventories | Merchandise InventoriesAt December 31, 2020 and 2019 we had inventory of $1.2 billion and $1.1 billion, of which $807 million and $867 million were valued under LIFO. If LIFO inventories had been valued on a current cost or FIFO basis, they would have been greater by $170 million and $155 million as of December 31, 2020 and 2019. At December 31, 2020 and 2019, included in our inventory was $66.7 million and $37.4 million in raw materials, $59.2 million and $61.8 million in work in process and the remainder was finished goods. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment, net, consists of the following: December 31, 2020 2019 Land and land improvements $ 22,292 $ 22,269 Buildings and leasehold improvements 155,576 156,184 Machinery and equipment 377,225 371,324 Construction in progress 44,695 11,368 Property and equipment, gross 599,788 561,145 Accumulated depreciation and amortization (284,126) (245,718) Property and equipment, net $ 315,662 $ 315,427 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net As of October 1, 2020, we performed our annual impairment test and concluded that there were no impairments of goodwill. The following table summarizes the changes in the carrying amount of goodwill through December 31, 2020: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2018 $ 464,080 $ 347,678 $ 811,758 Accumulated goodwill impairment, December 31, 2018 (180,175) (217,461) (397,636) Net carrying amount of goodwill, December 31, 2018 283,905 130,217 414,122 Currency translation adjustments — 2,936 2,936 Measurement period acquisition adjustments — (23,877) (23,877) Net carrying amount of goodwill, December 31, 2019 283,905 109,276 393,181 Currency translation adjustments — 905 905 Net carrying amount of goodwill, December 31, 2020 $ 283,905 $ 110,181 $ 394,086 Intangible assets at December 31, 2020 and 2019 were as follows: 2020 2019 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 270,505 $ 90,000 $ 43,245 $ 270,693 $ 90,000 $ 43,055 Accumulated amortization (121,209) (24,881) (14,309) (92,947) (16,520) (9,263) Net intangible assets $ 149,296 $ 65,119 $ 28,936 $ 177,746 $ 73,480 $ 33,792 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years At December 31, 2020 and 2019, $63.2 million and $80.7 million in net intangible assets were held in the Global Solutions segment and $180 million and $204 million were held in the Global Products segment. Amortization expense for intangible assets was $41.5 million for 2020 and $44.0 million for 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2019. We elected to use the adoption date as our date of initial application and thus have not restated comparative prior periods. We elected the ‘package of practical expedients’, which permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs under the new standard. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize right-of- use assets or lease liabilities, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. The adoption of the new standard resulted in the recording of operating lease assets and lease liabilities of approximately $197 million and $201 million as of January 1, 2019. The standard did not materially impact our consolidated net income (loss) and had no impact on cash flows. The components of lease expense were as follows: Years ended December 31, Classification 2020 2019 Operating lease cost DS&A Expenses $ 53,675 $ 53,588 Finance lease cost: Amortization of lease assets DS&A Expenses 963 1,322 Interest on lease liabilities Interest expense, net 1,283 1,189 Total finance lease cost 2,246 2,511 Short-term lease cost DS&A Expenses 1,081 348 Variable lease cost DS&A Expenses 15,611 16,415 Total lease cost $ 72,613 $ 72,862 Variable lease cost consists primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities which are paid as incurred. Supplemental balance sheet information is as follows: As of December 31, Classification 2020 2019 Assets: Operating lease assets Operating lease assets $ 144,755 $ 142,219 Finance lease assets Property and equipment, net 7,222 7,948 Total lease assets $ 151,977 $ 150,167 Liabilities: Current Operating Other current liabilities $ 33,412 $ 31,568 Finance Other current liabilities 1,085 1,014 Noncurrent Operating Operating lease liabilities, excluding current portion 119,932 117,080 Finance Long-term debt, excluding current portion 10,124 11,692 Total lease liabilities $ 164,553 $ 161,354 The gross value recorded under finance leases was $17.4 million and $15.9 million with associated accumulated depreciation of $10.2 million and $8.0 million as of December 31, 2020 and 2019. Other information related to leases was as follows: Years ended December 31, 2020 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating and finance leases $ 54,541 $ 54,300 Financing cash flows from finance leases $ 879 $ 1,205 Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 41,616 $ 33,933 Weighted average remaining lease term (years) Operating leases 5.2 5.1 Finance leases 7.9 8.8 Weighted average discount rate Operating leases 11.8 % 11.9 % Finance leases 12.3 % 9.7 % Maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Finance Leases Total 2021 $ 47,930 $ 2,077 $ 50,007 2022 42,382 2,008 44,390 2023 34,053 1,961 36,014 2024 26,964 1,919 28,883 2025 18,348 1,916 20,264 Thereafter 41,101 6,492 47,593 Total lease payments 210,778 16,373 227,151 Less: Interest (57,434) (5,164) (62,598) Present value of lease liabilities $ 153,344 $ 11,209 $ 164,553 |
Leases | Leases We adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2019. We elected to use the adoption date as our date of initial application and thus have not restated comparative prior periods. We elected the ‘package of practical expedients’, which permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs under the new standard. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize right-of- use assets or lease liabilities, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. The adoption of the new standard resulted in the recording of operating lease assets and lease liabilities of approximately $197 million and $201 million as of January 1, 2019. The standard did not materially impact our consolidated net income (loss) and had no impact on cash flows. The components of lease expense were as follows: Years ended December 31, Classification 2020 2019 Operating lease cost DS&A Expenses $ 53,675 $ 53,588 Finance lease cost: Amortization of lease assets DS&A Expenses 963 1,322 Interest on lease liabilities Interest expense, net 1,283 1,189 Total finance lease cost 2,246 2,511 Short-term lease cost DS&A Expenses 1,081 348 Variable lease cost DS&A Expenses 15,611 16,415 Total lease cost $ 72,613 $ 72,862 Variable lease cost consists primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities which are paid as incurred. Supplemental balance sheet information is as follows: As of December 31, Classification 2020 2019 Assets: Operating lease assets Operating lease assets $ 144,755 $ 142,219 Finance lease assets Property and equipment, net 7,222 7,948 Total lease assets $ 151,977 $ 150,167 Liabilities: Current Operating Other current liabilities $ 33,412 $ 31,568 Finance Other current liabilities 1,085 1,014 Noncurrent Operating Operating lease liabilities, excluding current portion 119,932 117,080 Finance Long-term debt, excluding current portion 10,124 11,692 Total lease liabilities $ 164,553 $ 161,354 The gross value recorded under finance leases was $17.4 million and $15.9 million with associated accumulated depreciation of $10.2 million and $8.0 million as of December 31, 2020 and 2019. Other information related to leases was as follows: Years ended December 31, 2020 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating and finance leases $ 54,541 $ 54,300 Financing cash flows from finance leases $ 879 $ 1,205 Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 41,616 $ 33,933 Weighted average remaining lease term (years) Operating leases 5.2 5.1 Finance leases 7.9 8.8 Weighted average discount rate Operating leases 11.8 % 11.9 % Finance leases 12.3 % 9.7 % Maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Finance Leases Total 2021 $ 47,930 $ 2,077 $ 50,007 2022 42,382 2,008 44,390 2023 34,053 1,961 36,014 2024 26,964 1,919 28,883 2025 18,348 1,916 20,264 Thereafter 41,101 6,492 47,593 Total lease payments 210,778 16,373 227,151 Less: Interest (57,434) (5,164) (62,598) Present value of lease liabilities $ 153,344 $ 11,209 $ 164,553 |
Exit and Realignment Costs
Exit and Realignment Costs | 12 Months Ended |
Dec. 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, our client engagement center and IT restructuring charges. These charges also include costs associated with the sale of certain assets of Fusion5, our strategic organizational realignment which include management changes, certain professional fees, costs to streamline administrative functions and processes and divestiture related costs. Exit and realignment charges by segment for the years ended December 31, 2020 and 2019 were as follows: Year ended December 31, 2020 2019 Global Solutions $ 22,093 $ 9,133 Global Products 3,839 5,264 Total exit and realignment charges $ 25,932 $ 14,397 The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2020: Total Accrued exit and realignment charges, December 31, 2018 $ 7,477 Provision for exit and realignment activities: Severance 6,008 Information system restructuring costs 2,531 Other 5,858 Cash payments (13,712) Accrued exit and realignment charges, December 31, 2019 8,162 Provision for exit and realignment activities: Severance 5,623 Information system restructuring costs 2,119 Lease obligations 1,051 Other 6,519 Cash payments (20,328) Accrued exit and realignment charges, December 31, 2020 $ 3,146 In addition to the exit and realignment accruals in the preceding table, we also incurred $10.6 million of costs that were expensed as incurred for the year ended December 31, 2020, including $4.9 million in impairment charges related to our client engagement center right-of-use asset, $3.7 million in loss on the sale of certain Fusion5 assets and $2.0 million in other asset charges. We do not expect material additional costs in 2021 for activities that were initiated through December 31, 2020. Acquisition-related and exit and realignment charges presented in our consolidated statements of operations includes acquisition-related charges of $11.8 million and $15.7 million for the years ended December 31, 2020 and 2019, and consisted primarily of transition costs for the Halyard acquisition. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: 2020 2019 December 31, Carrying Estimated Carrying Estimated 3.875% Senior Notes $ — $ — $ 236,234 $ 229,356 4.375% Senior Notes, due December 2024 244,780 253,241 273,978 212,086 Term Loan A-1 — — 206,521 209,375 Term Loan A-2 33,865 34,390 170,899 173,675 Term Loan B 477,525 486,614 480,337 442,217 Revolver 103,200 103,200 177,900 177,900 Receivable Securitization 152,929 155,100 — — Finance leases and other 13,668 13,668 13,783 13,783 Total debt 1,025,967 1,046,213 1,559,652 1,458,392 Less current maturities (39,949) (40,453) (51,237) (51,237) Long-term debt $ 986,018 $ 1,005,760 $ 1,508,415 $ 1,407,155 We have $245 million, net of debt issuance costs and deferred fees, of 4.375% senior notes due in 2024 (the 2024 Notes), with interest payable semi-annually. The 3.875% Senior Notes (2021 Notes), which were fully repaid as of December 31, 2020, 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 amount with an effective yield of 4.422%. We have the option to redeem the 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. In June 2020, we announced cash tender offers for up to $240 million aggregate principal amount of our outstanding 2021 Notes and 2024 Notes. As of the Early Settlement Date of June 22, 2020, $54.1 million of the 2021 Notes and $29.0 million of the 2024 Notes were repaid. On the Early Settlement Date, the 2021 Notes were redeemed at 100% of par, and the 2024 Notes were redeemed at 90% of par, resulting in a net gain on extinguishment of debt of $2.9 million. The tender offers remained open through July 2, 2020, and an additional $0.1 million of the 2021 Notes were redeemed at the Base Consideration price of 95% of par by the time the offers closed. Consistent with the terms of the Fifth Amendment to the Credit Agreement, we used $54.1 million of the proceeds from the sale of Movianto to fund the repayment of the 2021 Notes, which were retired in the second quarter as part of the tender offer. As required by the Fifth Amendment to the Credit Agreement, the remaining $78.9 million of proceeds from the sale of Movianto were placed in a designated account pending their application to either the outstanding 2021 Notes or Term A Loans within 210 days of the Divestiture Date. On November 30, 2020 (Redemption Date), we elected to redeem all of our outstanding 2021 Notes. As required by the Fourth Supplemental Indenture, the redemption price included accrued and unpaid interest to, but not including, the Redemption Date, and a redemption premium of $5.0 million, which reflected the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points. Including the tender offer, we used $269 million of cash to repurchase $267 million aggregate principal amount of the 2021 Notes and 2024 Notes during 2020. We used $36.2 million of cash to repurchase $37.3 million aggregate principal amount of the 2021 Notes during 2019. We have a Credit Agreement (last amended February 13, 2020) with a $400 million revolving credit facility and $511 million in outstanding term loans. The interest rate on our revolving credit facility and Term A Loans is based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage which varies depending on Consolidated Total Leverage Ratio (each as defined in the Credit Agreement). Our interest rate on the revolving credit facility at December 31, 2020 was Eurocurrency Rate plus 2.75%. Our Term B Loan accrues interest based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage of 3.50% per annum for Base Rate Loans and 4.50% per annum for Eurocurrency Rate Loans (each as defined in the Credit Agreement). Our interest rate on the Term B Loan at December 31, 2020 was Eurocurrency Rate plus 4.50%. We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the revolving credit facility. Our Credit Agreement has a “springing maturity date” with respect to the Term B Loan. If the outstanding balance of the 2024 Notes has not been paid in full as of the date 91 days prior to the maturity date of the 2024 Notes, 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. The revolving credit facility matures in July 2022 and the Term B Loan matures in April 2025. We used the proceeds from the follow-on equity offering completed on October 6, 2020 to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $51.7 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30.0 million of borrowings under the revolving credit facility. See Note 16 for additional information regarding the follow-on equity offering. At December 31, 2020 and 2019, we had borrowings of $103 million and $178 million and letters of credit of $13.9 million and $11.7 million outstanding under the revolving credit facility. At December 31, 2020 and 2019, we had $283 million and $209 million available for borrowing. There were no letters of credit associated with discontinued operations as of December 31, 2020. The December 31, 2019 availability reflected letters of credit associated with discontinued operations of $1.1 million. We also had letters of credit and bank guarantees outstanding for $1.6 million and $1.5 million as of December 31, 2020 and 2019, which supports certain leased facilities as well as other normal business activities in the United States and Europe. These letters of credit and guarantees were issued independent of the Credit Agreement. We 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 holders of the 2024 Notes and the parties secured under 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 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 of the Credit Parties, including an obligation to pledge our owned U.S. real estate and the remaining equity interests in foreign subsidiaries. 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, we drew $150 million from the Receivables Securitization Program to repay portions of the Term A Loans, consistent with the terms of the Fifth Amendment to the Credit Agreement. The Fifth Amendment to the Credit Agreement requires that any additional draws on the Receivables Securitization Program are restricted for use to repay the 2021 Notes or Term A Loans to the extent those instruments are outstanding. The Credit Agreement, Receivables Securitization Program, and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. The terms of the Credit Agreement also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at December 31, 2020. As of December 31, 2020, scheduled future principal payments of debt were $24.7 million in 2021, $123 million in 2022, $160 million in 2023, $251 million in 2024, and $469 million in 2025. Maturities in 2021 and 2022 include $19.7 million and $14.7 million related to the Term A-2 Loans, which were fully repaid on January 4, 2021. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation We maintain a share-based compensation plan (the Plan) that is administered by the Compensation and Benefits Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and employees incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance shares, and restricted and unrestricted stock. We use authorized and unissued common shares for grants of restricted stock or for stock option exercises. At December 31, 2020, approximately 4.2 million common shares were available for issuance under the Plan. Restricted stock awarded under the Plan generally vests over one three three seven We recognize the fair value of stock-based compensation awards, which is based upon the market price of the underlying common stock at the grant date, on a straight-line basis over the estimated requisite service period, which may be based on a service condition, a performance condition, a market condition, or any combination of these. The fair value of performance shares as of the date of grant is estimated assuming that performance goals will be achieved at target levels. If such goals are not probable of being met, or are probable of being met at different levels, recognized compensation cost is adjusted to reflect the change in estimated fair value of restricted stock to be issued at the end of the performance period. Total share-based compensation expense for December 31, 2020 and 2019 was $19.7 million and $15.2 million with recognized tax benefits of $5.1 million and $4.0 million. Unrecognized compensation cost related to nonvested restricted stock awards, net of estimated forfeitures, was $25.3 million at December 31, 2020. This amount is expected to be recognized over a weighted-average period of 1.9 years, based on the maximum remaining vesting period required under the awards. Unrecognized compensation cost related to nonvested performance share awards as of December 31, 2020 was $9.7 million and will be recognized primarily in 2021 if the related performance targets are met. The following table summarizes the activity and value of nonvested restricted stock and performance share awards for the years ended December 31, 2020 and 2019: 2020 2019 Number of Weighted Number of Weighted Nonvested awards at beginning of year 4,515 $ 9.69 2,585 $ 19.94 Granted 2,289 7.29 3,624 5.29 Vested (1,487) 11.94 (729) 18.90 Forfeited (501) 7.69 (965) 11.86 Nonvested awards at end of year 4,816 7.64 4,515 9.69 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans Savings and Retirement Plans. We maintain a voluntary 401(k) savings and retirement plan covering substantially all full-time and certain part-time teammates in the United States who have completed one month of service and have attained age 18. We match a certain percentage of each teammates’ contribution. The plan also provides for a discretionary contribution by us to the plan for all eligible teammates, subject to certain limits, and discretionary profit-sharing contributions. We may increase or decrease our contributions at our discretion, on a prospective basis. We incurred $21.6 million and $10.5 million of expense related to this plan in 2020 and 2019. We also maintain defined contribution plans in some countries outside of the United States in which we operate. Expenses related to these plans were not material in 2020 and 2019. U.S. Retirement Plans. We have a noncontributory, unfunded retirement plan for certain retirees in the United States (U.S. Retirement Plan). In February 2012, our Board of Directors amended the U.S. Retirement Plan to freeze benefit levels and modify vesting provisions under the plan effective as of March 31, 2012. The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets: December 31, 2020 2019 Change in benefit obligation Benefit obligation, beginning of year $ 53,602 $ 48,163 Interest cost 1,420 1,858 Actuarial loss 6,632 7,075 Benefits paid (4,270) (3,494) Benefit obligation, end of year $ 57,384 $ 53,602 Change in plan assets Fair value of plan assets, beginning of year $ — $ — Employer contribution 4,270 3,494 Benefits paid (4,270) (3,494) Fair value of plan assets, end of year $ — $ — Funded status, end of year $ (57,384) $ (53,602) Amounts recognized in the consolidated balance sheets Other current liabilities $ (3,933) $ (3,929) Other liabilities (53,451) (49,672) Accumulated other comprehensive loss 25,492 19,732 Net amount recognized $ (31,892) $ (33,869) Accumulated benefit obligation $ 57,384 $ 53,602 Weighted average assumptions used to determine benefit obligation Discount rate 1.95 % 2.75 % Rate of increase in compensation levels N/A N/A Plan benefit obligations of the U.S. Retirement Plan were measured as of December 31, 2020 and 2019. Plan benefit obligations are determined using assumptions developed at the measurement date. The weighted average discount rate, which is used to calculate the present value of plan liabilities, is an estimate of the interest rate at which the plan liabilities could be effectively settled at the measurement date. When estimating the discount rate, we review yields available on high-quality, fixed-income debt instruments and use a yield curve model from which the discount rate is derived by applying the projected benefit payments under the plan to points on a published yield curve. The components of net periodic benefit cost for the U.S. Retirement Plan were as follows: Year ended December 31, 2020 2019 Interest cost $ 1,420 $ 1,858 Recognized net actuarial loss 872 1,065 Net periodic benefit cost $ 2,292 $ 2,923 Weighted average assumptions used to determine net periodic benefit cost Discount rate 2.75 % 4.00 % Rate of increase in future compensation levels N/A N/A Amounts recognized for the U.S. Retirement Plan as a component of accumulated other comprehensive loss as of the end of the year that have not been recognized as a component of the net periodic benefit cost are presented in the following table. We expect to recognize approximately $1.2 million of the net actuarial loss reported in the following table as of December 31, 2020, as a component of net periodic benefit cost during 2021. Year ended December 31, 2020 2019 Net actuarial loss $ (25,492) $ (19,732) Deferred tax benefit 9,552 7,866 Amounts included in accumulated other comprehensive loss, net of tax $ (15,940) $ (11,866) As of December 31, 2020, the expected benefit payments required for each of the next five years and the five-year period thereafter for the U.S. Retirement Plan were as follows: Year 2021 $ 3,914 2022 3,794 2023 3,674 2024 3,545 2025 3,417 2026-2030 14,962 International Retirement Plans. Certain of our foreign subsidiaries have defined benefit pension plans covering substantially all of their respective teammates. As of December 31, 2020 and 2019, the accumulated benefit obligation under these plans was $11.5 million and $7.3 million. We recorded $2.3 million and $1.0 million in net periodic benefit cost in Other expense, net for the years ended December 31, 2020 and 2019. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We are directly and indirectly affected by changes in foreign currency and interest rates, 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 and Receivables Securitization Program which fluctuate based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates, from time to time 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. All derivatives are carried at fair value in our consolidated balance sheets in other assets, net 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 December 31, 2020: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 300,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,872 Economic (non-designated) hedges Foreign currency contracts $ 30,300 January 2021 Other current assets $ 151 Other current liabilities $ — We terminated $150 million in notional value of interest rate swaps on September 30, 2020. The remaining December 31, 2020 balance of the fair value adjustments of $10.1 million, which related to these terminated interest rate swaps within accumulated other comprehensive loss, will be recognized in interest expense ratably over the remaining life of the Term B Loan. 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 year ended December 31, 2020: Amount of Loss Recognized in Other Comprehensive Income Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of 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 $ (19,741) Interest expense, net $ (83,398) $ (9,232) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2019: Amount of Loss Recognized in Other Comprehensive Loss Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of 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 $ (12,983) Interest expense, net $ (98,113) $ (2,423) Foreign currency contracts $ (28) Cost of goods sold $ (8,082,448) $ 517 For the years ended December 31, 2020 and 2019, we recognized a loss of $0.7 million and a gain of $1.0 million, associated with our economic (non-designated) foreign currency contracts. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before income taxes consist of the following: Year ended December 31, 2020 2019 Income (loss) before income taxes: U.S. $ 80,632 $ (32,953) Foreign 29,276 4,234 Income (loss) before income taxes $ 109,908 $ (28,719) The income tax provision (benefit) consists of the following: Year ended December 31, 2020 2019 Current tax provision (benefit): Federal $ (4,430) $ 2,501 State 6,527 197 Foreign 4,172 8,569 Total current tax provision 6,269 11,267 Deferred tax provision (benefit): Federal 16,512 (6,150) State (1,132) (1,575) Foreign 185 (9,677) Total deferred tax provision (benefit) 15,565 (17,402) Total income tax provision (benefit) $ 21,834 $ (6,135) A reconciliation of the federal statutory rate to our effective income tax rate is shown below: Year ended December 31, 2020 2019 Federal statutory rate 21.0 % 21.0 % Increases (decreases) in the rate resulting from: Net capital loss on Divestiture (24.8) % — % Tax reform (11.4) % — % Unrecognized tax benefits 5.0 % (5.0) % State income taxes, net of federal income tax impact 3.2 % 6.6 % Research and development credit (2.9) % 9.8 % Foreign income taxes 0.7 % (3.7) % Valuation allowance 27.1 % (1.4) % Restricted stock vestings 1.0 % (6.7) % Other 1.0 % 0.8 % Effective income tax rate 19.9 % 21.4 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2020 2019 Deferred tax assets: Employee benefit plans $ 28,546 $ 26,401 Accrued liabilities not currently deductible 23,872 24,441 Finance charges 1,928 2,678 Lease liabilities 43,342 42,077 Allowance for losses on accounts receivable 3,629 4,157 Net operating loss carryforwards 4,924 8,394 Capital loss carryover 27,624 — Outside basis difference — 12,408 Interest limitation 1,502 12,905 Derivatives 7,920 5,057 Other 5,733 10,611 Total deferred tax assets 149,020 149,129 Less: valuation allowances (31,709) (14,282) Net deferred tax assets 117,311 134,847 Deferred tax liabilities: Merchandise inventories 42,509 42,872 Goodwill 1,603 296 Property and equipment 34,005 32,689 Right-of-use assets 39,514 39,043 Computer software 7,447 9,032 Insurance 1,108 1,082 Intangible assets 27,349 35,451 Withholding tax liabilities 7,451 6,965 Other 344 697 Total deferred tax liabilities 161,330 168,127 Net deferred tax liability $ (44,019) $ (33,280) The valuation allowances relate to deferred tax assets for U.S. federal and state capital loss carryforwards and net operating loss carryforwards in various state jurisdictions. The U.S. capital loss carryforward, which has a full valuation allowance, has an expiration date of five years. The capital loss and net operating loss carryforwards in various state jurisdictions have various expiration dates ranging from five years to an unlimited carryforward period. Based on management’s judgment using available evidence about historical and expected future taxable earnings, management believes it is more likely than not that we will realize the benefit of the existing deferred tax assets, net of valuation allowances, at December 31, 2020. Cash payments for income taxes, including interest, for 2020 and 2019 were $15.4 million and $18.1 million. Cash tax refunds received for 2020 and 2019 were $32.8 million and $24.3 million. A summary of the changes in the liability for unrecognized tax benefits from the beginning to the end of the reporting period is as follows: 2020 2019 Unrecognized tax benefits at January 1, $ 11,520 $ 9,568 Increases for positions taken during current period 1,488 394 Increases for positions taken during prior periods 9,073 1,629 Lapse of statute of limitations (1,311) (71) Unrecognized tax benefits at December 31, 20,770 11,520 Included in the liability for unrecognized tax benefits at December 31, 2020 and 2019, were $2.7 million and $3.1 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. These tax positions are temporary differences which do not impact the annual effective tax rate under deferred tax accounting. Any change in the deductibility period of these tax positions would impact the timing of cash payments to taxing jurisdictions. Unrecognized tax benefits of $18.0 million and $8.4 million at December 31, 2020 and 2019 would impact our effective tax rate if recognized. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. Accrued interest at December 31, 2020 and 2019 was $2.6 million and $1.3 million. The amounts recognized in interest expense for the years ended December 31, 2020 and 2019 were $1.3 million and $0.7 million. There were no penalties accrued at December 31, 2020 and 2019 or recognized in 2020 and 2019. On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Services (IRS) regarding our 2015 and 2016 Consolidated Income Tax Returns. Within the NOPA, the IRS has asserted that our taxable income for 2015 and 2016 should be higher based on their assessment of the appropriate amount of taxable income that we should report in the United States in connection with our sourcing of products by our foreign subsidiaries for sale in the United States by our domestic subsidiaries. Our amount of taxable income in the United States is based on our transfer pricing methodology, which has been consistently applied through the current date. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. We regularly assess the likelihood of adverse outcomes resulting from examinations such as this to determine the adequacy of our tax reserves. We believe that we have adequately reserved for this matter and that the final adjudication of this matter will not have a material impact on our consolidated financial position, results of operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail on its assertions, the additional tax, interest, and any potential penalties could have a material adverse impact on our financial position, results of operations or cash flows. We file income tax returns in the U.S. federal and various state and foreign jurisdictions. Our U.S. federal income tax returns for the years 2015, 2016, 2017, 2018 and 2019 are subject to examination. Our income tax returns for U.S. state and local jurisdictions are generally open for the years 2017 through 2019; however, certain returns may be subject to examination for differing periods. The former owners are contractually obligated to indemnify us for all income tax liabilities incurred by Byram entities prior to its acquisition on August 1, 2017, and for all income tax liabilities incurred by the Halyard foreign entities located in Thailand, Mexico, and Honduras prior to its acquisition on April 30, 2018 . |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The following table summarizes the calculation of net income (loss) per share attributable to common shareholders for the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Weighted average shares outstanding - basic 63,368 60,574 Dilutive shares 144 — Weighted average shares outstanding - diluted 63,512 60,574 Income (loss) from continuing operations $ 88,074 $ (22,584) Basic and diluted per share $ 1.39 $ (0.37) Loss from discontinued operations $ (58,203) $ (39,787) Basic and diluted per share $ (0.92) $ (0.66) Net income (loss) $ 29,871 $ (62,371) Basic and diluted per share $ 0.47 $ (1.03) |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity In May 2020, we entered into an equity distribution agreement, pursuant to which we may offer and sell, from time to time, shares of our common stock having an ag gregate offering price of up to $50.0 million. We intend to use the net proceeds from the sale of our securities offered by this program for the repayment of indebtedness and/or for general corporate and working capital purposes. As of December 31, 2020, no shares were issued and $50.0 million of common stock remained available under the at-the-market equity financing program. On October 6, 2020, we completed a follow-on equity offering wherein we sold an aggregate of 8,475,000 shares of our common stock at an offering price of $20.50, resulting in net proceeds to us of approximately $165 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. Pursuant to the underwriting agreement, we granted the underwriters an option to purchase up to an additional 1,271,250 shares of our common stock, which the underwriters exercised in full. Inclusive of this exercised option, net proceeds to us were approximately $190 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. We used the proceeds from the follow-on equity offering to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $51.7 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30.0 million of borrowings under the revolving credit facility. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Loss The following tables show the changes in accumulated other comprehensive loss by component for the years ended December 31, 2020 and 2019: Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) Other comprehensive income (loss) before reclassifications (6,632) 9,703 (19,741) (16,670) Income tax 1,945 — 5,789 7,734 Other comprehensive income (loss) before reclassifications, net of tax (4,687) 9,703 (13,952) (8,936) Amounts reclassified from accumulated other comprehensive income 1,297 15,580 9,232 26,109 Income tax (366) — (2,609) (2,975) Amounts reclassified from accumulated other comprehensive income, net of tax 931 15,580 6,623 23,134 Other comprehensive income (loss) (3,756) 25,283 (7,329) 14,198 Accumulated other comprehensive loss, December 31, 2020 $ (18,447) $ (18) $ (20,044) $ (38,509) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2018 $ (8,146) $ (32,551) $ (4,915) $ (45,612) Other comprehensive income (loss) before reclassifications (10,040) 7,250 (13,011) (15,801) Income tax 2,610 — 3,915 6,525 Other comprehensive income (loss) before reclassifications, net of tax (7,430) 7,250 (9,096) (9,276) Amounts reclassified from accumulated other comprehensive income 1,196 — 1,906 3,102 Income tax (311) — (610) (921) Amounts reclassified from accumulated other comprehensive income, net of tax 885 — 1,296 2,181 Other comprehensive income (loss) (6,545) 7,250 (7,800) (7,095) Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We have a contractual commitment to outsource information technology operations, including the management and operation of our information technology systems and distributed services processing, as well as application support, development and enhancement services. This agreement expires in July 2025, with two optional, consecutive one-year extensions. The commitment is cancellable with 90 days' notice and payment of a termination fee based upon the remaining period left under the agreement. We pay scheduled fees under the agreement, which can vary based on changes in the level of support required. Assuming no early termination of the contract, our estimated remaining annual obligations under this agreement are $30.5 million in 2021, $33.6 million in 2022, $32.6 million in 2023, $32.1 million in 2024, and $15.9 million in 2025. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings We are subject to various legal actions that are ordinary and incidental to our business, including contract disputes, employment, workers’ compensation, product liability, regulatory and other matters. We have insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency. We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters. Based on current knowledge and the advice of counsel, we believe that the accrual as of December 31, 2020 for currently pending matters considered probable of loss, which is not material, is sufficient. In addition, we believe that other currently pending matters are not reasonably likely to result in a material loss, as payment of the amounts claimed is remote, the claims are insignificant, individually and in the aggregate, or the claims are expected to be adequately covered by insurance. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 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 acquisition-related and exit and realignment charges 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: Year ended December 31, 2020 2019 Net revenue: Segment net revenue Global Solutions $ 7,212,011 $ 8,243,867 Global Products 1,810,331 1,433,977 Total segment net revenue 9,022,342 9,677,844 Inter-segment net revenue Global Products (542,165) (466,905) Total inter-segment net revenue (542,165) (466,905) Consolidated net revenue $ 8,480,177 $ 9,210,939 Operating income: Global Solutions $ 30,946 $ 83,592 Global Products 259,929 65,054 Inter-segment eliminations (7,515) 45 Intangible amortization (41,490) (44,009) Acquisition-related and exit and realignment charges (37,752) (30,050) Other (1) — (1,481) Consolidated operating income $ 204,118 $ 73,151 Depreciation and amortization: Global Solutions $ 41,286 $ 42,444 Global Products 52,050 54,302 Discontinued operations — 19,932 Consolidated depreciation and amortization $ 93,336 $ 116,678 Capital expenditures: Global Solutions $ 20,386 $ 10,987 Global Products 35,780 22,289 Discontinued operations 3,027 18,952 Consolidated capital expenditures $ 59,193 $ 52,228 (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. December 31, 2020 2019 Total assets: Global Solutions $ 2,117,372 $ 2,205,134 Global Products 1,135,209 930,937 Segment assets 3,252,581 3,136,071 Discontinued operations — 439,983 Cash and cash equivalents 83,058 67,030 Consolidated total assets $ 3,335,639 $ 3,643,084 The following tables present information by geographic area. Net revenues were attributed to geographic areas based on the locations from which we ship products or provide services. Year ended December 31, 2020 2019 Net revenue: United States $ 8,130,411 $ 8,871,599 International 349,766 339,340 Consolidated net revenue $ 8,480,177 $ 9,210,939 December 31, 2020 2019 Long-lived assets: United States $ 627,624 $ 632,643 International 114,122 153,604 Consolidated long-lived assets $ 741,746 $ 786,247 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Presentation. The consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls, in conformity with U.S generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. |
Use of Estimates | Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Estimates are used for, but are not limited to, the allowances for losses on accounts receivable, inventory valuation allowances, supplier incentives, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. 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 include 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 included in other current assets represents cash held in a designated account as of December 31, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash held within this account is to be used to repay the 2021 Notes, which were fully repaid as of December 31, 2020, or the Term A Loans. Restricted cash included in Other assets, net as of December 31, 2020 represents cash held in an escrow account 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. December 31, 2020 December 31, 2019 Cash and cash equivalents $ 83,058 $ 67,030 Restricted cash included in Other current assets 35,126 — Restricted cash included in Other assets, net 16,322 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 134,506 $ 84,687 Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of cash flows. |
Accounts Receivable, Net | Accounts Receivable, Net. In general, accounts receivable from customers are recorded at the invoiced amount and are reduced by any rebates due to the customer, which are estimated based on contractual terms or historical experience. We assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer deposits in excess of outstanding receivable balances are classified as other current liabilities. For our direct to patient business, accounts receivable are recorded net of a contractual allowance. |
Merchandise Inventories | Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. Cost of remaining inventories are determined using the first-in, first out (FIFO) or weighted-average cost method. |
Property and Equipment | Property and Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization expense for financial reporting purposes is computed on a straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the term of the lease, if shorter. In general, the estimated useful lives for computing depreciation and amortization are three five |
Leases | Leases. We enter into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from one one five three |
Goodwill | Goodwill. We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. We evaluate goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value does not exceed the carrying amount, then a quantitative test is performed. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount. |
Intangible Assets | Intangible Assets. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts, non-competition agreements, trademarks, and tradenames are amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements. Customer relationships are generally amortized over three one |
Computer Software | Computer Software. We develop and purchase software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are amortized over the estimated useful life of the software, usually between three |
Long-Lived Assets | Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, right-of-use assets, and unamortized software costs, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for potential impairment by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. We suspend depreciation and amortization on assets that are held for sale. |
Self-Insurance Liabilities | Self-Insurance Liabilities. We are self-insured for certain employee healthcare, workers’ compensation and automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors. If the underlying facts and circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to adjust the liability and related expense accordingly. Self-insurance liabilities are included in other current liabilities on the consolidated balance sheets. |
Revenue Recognition | Revenue Recognition. Our revenue is primarily generated from sales contracts with customers. Under most of our distribution and product sales arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt. Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided. Our contracts sometimes allow for forms of variable consideration including rebates, discounts and performance guarantees. In these cases, we estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer. Rebates and customer discounts are estimated based on contractual terms or historical experience and we maintain an accrual for rebates or discounts that have been earned but are unpaid. The amount accrued for rebates and discounts due to customers was $74.0 million at December 31, 2020 and $49.5 million at December 31, 2019. Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. The amount deferred under these arrangements is not material. For our direct to patient sales, revenues are recorded based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under Medicare and Medicaid programs), managed care health plans and commercial insurance companies. Estimates of contractual allowances are based upon historical collection rates for the related payor agreements. The estimated reimbursement amounts are made on a payor-specific basis and are recorded based on the best information available regarding management’s interpretation of the applicable laws, regulations and reimbursement terms. In most cases, we record revenue gross, as we are the primary obligor in the arrangement and we obtain control of the products before they are transferred to the customer. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory risks, primarily for our outsourced logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues. |
Cost of Goods Sold | Cost of Goods Sold. Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs associated with our Global Products business. We have contractual arrangements with certain suppliers that provide incentives, including cash discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a reduction in cost of goods sold as targets become probable of achievement. In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our outsourced logistics business, there is no cost of goods sold and all costs to provide the service to the customer are recorded in distribution, selling and administrative expenses. |
Distribution, Selling, General and Administrative (DS&A) Expenses | Distribution, Selling and Administrative (DS&A) Expenses. |
Share-Based Compensation | Share-Based Compensation. We account for share-based payments to teammates at fair value and recognize the related expense in distribution, selling and administrative expenses over the service period for awards expected to vest. |
Derivative Financial Instruments | Derivative Financial Instruments. We are directly and indirectly affected by changes in foreign currency and interest rates, 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 these market risks. We use forward contracts, which are agreements to buy or sell a quantity at a predetermined future date and at a predetermined rate or price, and interest rate swaps. We do not enter into derivative financial instruments for trading purposes. All derivatives are carried at fair value in our consolidated balance sheets. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we record the change in fair value of the derivative instrument in our financial statements. A derivative qualifies for hedge accounting if, at inception, we expect the derivative will be highly effective in offsetting the underlying hedged cash flows and we fulfill the hedge documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, fair value hedge, or a net investment hedge based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in fair value in other comprehensive income (“OCI”). We release the derivative’s gain or loss from OCI to match the timing of the underlying hedged items’ effect on earnings. We review the effectiveness of our hedging instruments quarterly, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. The cash flow impacts of the derivative instruments are primarily included in our consolidated statements of cash flows as a component of operating or financing activities. |
Income Taxes | Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made.We earn a portion of our operating income in foreign jurisdictions outside the United States. We continue to remain permanently reinvested in our foreign subsidiaries, with the exception of a subsidiary in Thailand. We have no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiary located in Thailand as of December 31, 2020. As such, we have recorded withholding tax liabilities that would be incurred upon future distribution to the U.S. There are no unrecognized deferred taxes as there is no outside basis difference unrelated to unremitted earnings for Thailand. We will continue to evaluate our foreign earnings repatriation policy in 2021 for all our foreign subsidiaries. Our policy election for GILTI is that we will record such taxes as a current period expense once incurred and will follow the tax law ordering approach. |
Fair Value Measurements | Fair Value Measurements. Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3). |
Acquisition-Related and Exit and Realignment Costs | Acquisition-Related and Exit and Realignment Charges . We present costs incurred in connection with acquisitions in acquisition-related and exit and realignment charges in our consolidated statements of operations. Acquisition-related charges consist primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate an acquisition, costs to perform post-closing activities to establish the organizational structure, and costs to transition the acquired company’s information technology and other operations and administrative functions from the former owner. Exit and realignment charges consist of costs associated with optimizing our operations which include the closure and consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, our client engagement center and IT restructuring charges. These charges also include costs associated with the sale of certain assets of Fusion5, our strategic organizational realignment which include management changes, certain professional fees, costs to streamline administrative functions and processes and divestiture related costs. Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are established at the cease-use date for remaining contractual obligations discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liability accordingly. The current portion of contractual termination costs are included in other current liabilities on the consolidated balance sheets, and the non-current portion is included in other liabilities, which were not material to our consolidated balance sheets as of December 31, 2020 and 2019. Severance benefits are recorded when payment is considered probable and reasonably estimable. |
Income Per Share | Income (Loss) Per Share. Basic and diluted income (loss) per share are calculated pursuant to the two-class method, under which unvested share-based payment awards containing non-forfeitable rights to dividends are participating securities. |
Foreign Currency Translation | Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and revenues, cost of goods sold and expenses are translated at average exchange rates during the period. Cumulative currency translation adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses on intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign currency transactions are recorded in other operating income, net in the consolidated statements of operations and were not material to our consolidated results of operations in 2020 and 2019. |
Discontinued Operations | Discontinued Operations . The Movianto business |
Contingent Consideration | Contingent Consideration . Consideration for the sale of certain assets of Fusion5 included contingent earn-outs. The earn-outs were excluded from the initial loss on the divestiture and will be recognized in income when realized and earned, consistent with the accounting guidance for gain contingencies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . During 2020, we adopted Accounting Standard Updates (ASU’s) issued by the Financial Accounting Standards Board (FASB). 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. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans— General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. The amendments in ASU No. 2018-14 are effective for fiscal years ending after December 15, 2020 and 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 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 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. 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. 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. At the present time, none of our lenders have requested that we transition away from LIBOR for our borrowings that bear interest based on LIBOR and we will continue to evaluate the impact through transition. In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470), to amend and supersede SEC paragraphs in the FASB Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10762 related to financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities and affiliates whose securities are pledged as collateral for registered securities. This new guidance, issued under new Rules 13-01 and 13-02, narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and affiliates whose securities are pledged as collateral and streamlines the alternative disclosures required in lieu of those statements. This rule is effective January 4, 2021 with earlier adoption permitted. We adopted this new standard in the fourth quarter of 2020. Accordingly, summarized financial information has been presented only for the issuer and guarantors of the our registered debt securities and affiliates whose securities are pledged as collateral for registered securities for the most recent fiscal year, and the location of the required disclosures has been moved outside the Notes to Consolidated Financial Statements and is provided in the “Guarantor and Collateral Group Summarized Financial Information” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Recently Issued Accounting Pronouncements Not Yet Adopted as of December 31, 2020: 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 do not expect this to have a material impact on our consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, to improve consistency by amending the FASB Accounting Standards Codification (the Codification) to include all disclosure guidance in the appropriate disclosure sections. This ASU also clarifies application of various provisions in the Codification by amending and adding new headings, cross referencing to other guidance, and refining or correcting terminology. The amendments in this ASU do not change GAAP and, therefore, are not expected to result in a significant change in practice. The amendments of this ASU are effective for annual periods beginning after December 15, 2020. Early application of the amendments in this ASU is permitted. The amendments in this ASU should be applied retrospectively. We do not expect this to have a material impact on our consolidated financial statements. |
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. |
Shipping and Handling | |
Summary Of Significant Accounting Policies [Line Items] | |
Revenue Recognition | Shipping and Handling. Shipping and handling costs are primarily included in DS&A expenses on the consolidated statements of operations and include costs to store, to move, and to prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $389 million and $422 million for the years ended December 31, 2020 and 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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. December 31, 2020 December 31, 2019 Cash and cash equivalents $ 83,058 $ 67,030 Restricted cash included in Other current assets 35,126 — Restricted cash included in Other assets, net 16,322 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 134,506 $ 84,687 |
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. December 31, 2020 December 31, 2019 Cash and cash equivalents $ 83,058 $ 67,030 Restricted cash included in Other current assets 35,126 — Restricted cash included in Other assets, net 16,322 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 134,506 $ 84,687 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the financial results of our discontinued operations: Year ended December 31, 2020 2019 Net revenue $ 226,759 $ 439,104 Cost of goods sold 53,923 106,896 Gross margin 172,836 332,208 Distribution, selling, and administrative expenses 157,512 330,737 Asset impairment charges — 32,112 Loss on divestiture 65,472 — Acquisition-related and exit and realignment charges 4,825 2,856 Other operating income, net (388) (1,325) Operating loss (54,585) (32,172) Interest expense, net 3,144 6,752 Loss from discontinued operations before income taxes (57,729) (38,924) Income tax provision from discontinued operations 474 863 Loss from discontinued operations, net of taxes $ (58,203) $ (39,787) December 31, 2019 Assets of discontinued operations Cash and cash equivalents $ 1,396 Accounts receivable, net 78,643 Merchandise inventories 16,058 Other current assets 188,853 Current assets of discontinued operations 284,950 Property and equipment, net 65,710 Intangible assets, net 6,579 Other assets, net 27,431 Operating lease assets 87,425 Valuation allowance on disposal group classified as held-for-sale (32,112) Total assets of discontinued operations $ 439,983 Liabilities of discontinued operations Accounts payable $ 53,981 Other current liabilities 182,980 Current liabilities of discontinued operations 236,961 Long-term debt, excluding current portion 5,523 Operating lease liabilities, excluding current portion 76,270 Other liabilities 4,757 Total liabilities of discontinued operations $ 323,511 The following table provides operating and investing cash flow information for our discontinued operations: Year ended December 31, 2020 2019 Operating Activities: Depreciation and amortization $ — $ 17,111 Asset impairment charges — 32,112 Loss on divestiture 65,472 — Investing Activities: Capital expenditures (3,027) (18,952) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net, consists of the following: December 31, 2020 2019 Land and land improvements $ 22,292 $ 22,269 Buildings and leasehold improvements 155,576 156,184 Machinery and equipment 377,225 371,324 Construction in progress 44,695 11,368 Property and equipment, gross 599,788 561,145 Accumulated depreciation and amortization (284,126) (245,718) Property and equipment, net $ 315,662 $ 315,427 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill through December 31, 2020: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2018 $ 464,080 $ 347,678 $ 811,758 Accumulated goodwill impairment, December 31, 2018 (180,175) (217,461) (397,636) Net carrying amount of goodwill, December 31, 2018 283,905 130,217 414,122 Currency translation adjustments — 2,936 2,936 Measurement period acquisition adjustments — (23,877) (23,877) Net carrying amount of goodwill, December 31, 2019 283,905 109,276 393,181 Currency translation adjustments — 905 905 Net carrying amount of goodwill, December 31, 2020 $ 283,905 $ 110,181 $ 394,086 |
Intangible Assets | Intangible assets at December 31, 2020 and 2019 were as follows: 2020 2019 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 270,505 $ 90,000 $ 43,245 $ 270,693 $ 90,000 $ 43,055 Accumulated amortization (121,209) (24,881) (14,309) (92,947) (16,520) (9,263) Net intangible assets $ 149,296 $ 65,119 $ 28,936 $ 177,746 $ 73,480 $ 33,792 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of lease expense | The components of lease expense were as follows: Years ended December 31, Classification 2020 2019 Operating lease cost DS&A Expenses $ 53,675 $ 53,588 Finance lease cost: Amortization of lease assets DS&A Expenses 963 1,322 Interest on lease liabilities Interest expense, net 1,283 1,189 Total finance lease cost 2,246 2,511 Short-term lease cost DS&A Expenses 1,081 348 Variable lease cost DS&A Expenses 15,611 16,415 Total lease cost $ 72,613 $ 72,862 |
Lease, supplemental balance sheet information | Supplemental balance sheet information is as follows: As of December 31, Classification 2020 2019 Assets: Operating lease assets Operating lease assets $ 144,755 $ 142,219 Finance lease assets Property and equipment, net 7,222 7,948 Total lease assets $ 151,977 $ 150,167 Liabilities: Current Operating Other current liabilities $ 33,412 $ 31,568 Finance Other current liabilities 1,085 1,014 Noncurrent Operating Operating lease liabilities, excluding current portion 119,932 117,080 Finance Long-term debt, excluding current portion 10,124 11,692 Total lease liabilities $ 164,553 $ 161,354 |
Lease, supplemental cash flow information | Other information related to leases was as follows: Years ended December 31, 2020 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating and finance leases $ 54,541 $ 54,300 Financing cash flows from finance leases $ 879 $ 1,205 Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 41,616 $ 33,933 Weighted average remaining lease term (years) Operating leases 5.2 5.1 Finance leases 7.9 8.8 Weighted average discount rate Operating leases 11.8 % 11.9 % Finance leases 12.3 % 9.7 % |
Schedule of maturities of finance lease liabilities | Maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Finance Leases Total 2021 $ 47,930 $ 2,077 $ 50,007 2022 42,382 2,008 44,390 2023 34,053 1,961 36,014 2024 26,964 1,919 28,883 2025 18,348 1,916 20,264 Thereafter 41,101 6,492 47,593 Total lease payments 210,778 16,373 227,151 Less: Interest (57,434) (5,164) (62,598) Present value of lease liabilities $ 153,344 $ 11,209 $ 164,553 |
Schedule of maturities of operating lease liabilities | Maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Finance Leases Total 2021 $ 47,930 $ 2,077 $ 50,007 2022 42,382 2,008 44,390 2023 34,053 1,961 36,014 2024 26,964 1,919 28,883 2025 18,348 1,916 20,264 Thereafter 41,101 6,492 47,593 Total lease payments 210,778 16,373 227,151 Less: Interest (57,434) (5,164) (62,598) Present value of lease liabilities $ 153,344 $ 11,209 $ 164,553 |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Exit and Realignment Charges by Segment | Exit and realignment charges by segment for the years ended December 31, 2020 and 2019 were as follows: Year ended December 31, 2020 2019 Global Solutions $ 22,093 $ 9,133 Global Products 3,839 5,264 Total exit and realignment charges $ 25,932 $ 14,397 |
Schedule of Exit and Realignment Cost Accrual Activity | The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2020: Total Accrued exit and realignment charges, December 31, 2018 $ 7,477 Provision for exit and realignment activities: Severance 6,008 Information system restructuring costs 2,531 Other 5,858 Cash payments (13,712) Accrued exit and realignment charges, December 31, 2019 8,162 Provision for exit and realignment activities: Severance 5,623 Information system restructuring costs 2,119 Lease obligations 1,051 Other 6,519 Cash payments (20,328) Accrued exit and realignment charges, December 31, 2020 $ 3,146 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt consists of the following: 2020 2019 December 31, Carrying Estimated Carrying Estimated 3.875% Senior Notes $ — $ — $ 236,234 $ 229,356 4.375% Senior Notes, due December 2024 244,780 253,241 273,978 212,086 Term Loan A-1 — — 206,521 209,375 Term Loan A-2 33,865 34,390 170,899 173,675 Term Loan B 477,525 486,614 480,337 442,217 Revolver 103,200 103,200 177,900 177,900 Receivable Securitization 152,929 155,100 — — Finance leases and other 13,668 13,668 13,783 13,783 Total debt 1,025,967 1,046,213 1,559,652 1,458,392 Less current maturities (39,949) (40,453) (51,237) (51,237) Long-term debt $ 986,018 $ 1,005,760 $ 1,508,415 $ 1,407,155 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Activity and Value of Nonvested Restricted Stock and Performance Share Awards | The following table summarizes the activity and value of nonvested restricted stock and performance share awards for the years ended December 31, 2020 and 2019: 2020 2019 Number of Weighted Number of Weighted Nonvested awards at beginning of year 4,515 $ 9.69 2,585 $ 19.94 Granted 2,289 7.29 3,624 5.29 Vested (1,487) 11.94 (729) 18.90 Forfeited (501) 7.69 (965) 11.86 Nonvested awards at end of year 4,816 7.64 4,515 9.69 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Domestic Retirement Plan's Financial Status and Amounts Recognized in Consolidated Balance Sheets | The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets: December 31, 2020 2019 Change in benefit obligation Benefit obligation, beginning of year $ 53,602 $ 48,163 Interest cost 1,420 1,858 Actuarial loss 6,632 7,075 Benefits paid (4,270) (3,494) Benefit obligation, end of year $ 57,384 $ 53,602 Change in plan assets Fair value of plan assets, beginning of year $ — $ — Employer contribution 4,270 3,494 Benefits paid (4,270) (3,494) Fair value of plan assets, end of year $ — $ — Funded status, end of year $ (57,384) $ (53,602) Amounts recognized in the consolidated balance sheets Other current liabilities $ (3,933) $ (3,929) Other liabilities (53,451) (49,672) Accumulated other comprehensive loss 25,492 19,732 Net amount recognized $ (31,892) $ (33,869) Accumulated benefit obligation $ 57,384 $ 53,602 Weighted average assumptions used to determine benefit obligation Discount rate 1.95 % 2.75 % Rate of increase in compensation levels N/A N/A |
Components of Net Periodic Benefit Cost for Domestic Retirement Plan | The components of net periodic benefit cost for the U.S. Retirement Plan were as follows: Year ended December 31, 2020 2019 Interest cost $ 1,420 $ 1,858 Recognized net actuarial loss 872 1,065 Net periodic benefit cost $ 2,292 $ 2,923 Weighted average assumptions used to determine net periodic benefit cost Discount rate 2.75 % 4.00 % Rate of increase in future compensation levels N/A N/A |
Amounts Recognized As Component of Accumulated Other Comprehensive Loss, Domestic | We expect to recognize approximately $1.2 million of the net actuarial loss reported in the following table as of December 31, 2020, as a component of net periodic benefit cost during 2021. Year ended December 31, 2020 2019 Net actuarial loss $ (25,492) $ (19,732) Deferred tax benefit 9,552 7,866 Amounts included in accumulated other comprehensive loss, net of tax $ (15,940) $ (11,866) |
Expected Benefit Payments Required For Domestic Retirement Plan | As of December 31, 2020, the expected benefit payments required for each of the next five years and the five-year period thereafter for the U.S. Retirement Plan were as follows: Year 2021 $ 3,914 2022 3,794 2023 3,674 2024 3,545 2025 3,417 2026-2030 14,962 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 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 December 31, 2020: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 300,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,872 Economic (non-designated) hedges Foreign currency contracts $ 30,300 January 2021 Other current assets $ 151 Other current liabilities $ — We terminated $150 million in notional value of interest rate swaps on September 30, 2020. The remaining December 31, 2020 balance of the fair value adjustments of $10.1 million, which related to these terminated interest rate swaps within accumulated other comprehensive loss, will be recognized in interest expense ratably over the remaining life of the Term B Loan. 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 year ended December 31, 2020: Amount of Loss Recognized in Other Comprehensive Income Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of 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 $ (19,741) Interest expense, net $ (83,398) $ (9,232) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2019: Amount of Loss Recognized in Other Comprehensive Loss Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of 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 $ (12,983) Interest expense, net $ (98,113) $ (2,423) Foreign currency contracts $ (28) Cost of goods sold $ (8,082,448) $ 517 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) before Income Taxes | The components of income (loss) before income taxes consist of the following: Year ended December 31, 2020 2019 Income (loss) before income taxes: U.S. $ 80,632 $ (32,953) Foreign 29,276 4,234 Income (loss) before income taxes $ 109,908 $ (28,719) |
Income Tax Provision | The income tax provision (benefit) consists of the following: Year ended December 31, 2020 2019 Current tax provision (benefit): Federal $ (4,430) $ 2,501 State 6,527 197 Foreign 4,172 8,569 Total current tax provision 6,269 11,267 Deferred tax provision (benefit): Federal 16,512 (6,150) State (1,132) (1,575) Foreign 185 (9,677) Total deferred tax provision (benefit) 15,565 (17,402) Total income tax provision (benefit) $ 21,834 $ (6,135) |
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate | A reconciliation of the federal statutory rate to our effective income tax rate is shown below: Year ended December 31, 2020 2019 Federal statutory rate 21.0 % 21.0 % Increases (decreases) in the rate resulting from: Net capital loss on Divestiture (24.8) % — % Tax reform (11.4) % — % Unrecognized tax benefits 5.0 % (5.0) % State income taxes, net of federal income tax impact 3.2 % 6.6 % Research and development credit (2.9) % 9.8 % Foreign income taxes 0.7 % (3.7) % Valuation allowance 27.1 % (1.4) % Restricted stock vestings 1.0 % (6.7) % Other 1.0 % 0.8 % Effective income tax rate 19.9 % 21.4 % |
Tax Effects On Deferred Tax Assets And Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2020 2019 Deferred tax assets: Employee benefit plans $ 28,546 $ 26,401 Accrued liabilities not currently deductible 23,872 24,441 Finance charges 1,928 2,678 Lease liabilities 43,342 42,077 Allowance for losses on accounts receivable 3,629 4,157 Net operating loss carryforwards 4,924 8,394 Capital loss carryover 27,624 — Outside basis difference — 12,408 Interest limitation 1,502 12,905 Derivatives 7,920 5,057 Other 5,733 10,611 Total deferred tax assets 149,020 149,129 Less: valuation allowances (31,709) (14,282) Net deferred tax assets 117,311 134,847 Deferred tax liabilities: Merchandise inventories 42,509 42,872 Goodwill 1,603 296 Property and equipment 34,005 32,689 Right-of-use assets 39,514 39,043 Computer software 7,447 9,032 Insurance 1,108 1,082 Intangible assets 27,349 35,451 Withholding tax liabilities 7,451 6,965 Other 344 697 Total deferred tax liabilities 161,330 168,127 Net deferred tax liability $ (44,019) $ (33,280) |
Reconciliation of Changes In Unrecognized Tax Benefits | 2020 2019 Unrecognized tax benefits at January 1, $ 11,520 $ 9,568 Increases for positions taken during current period 1,488 394 Increases for positions taken during prior periods 9,073 1,629 Lapse of statute of limitations (1,311) (71) Unrecognized tax benefits at December 31, 20,770 11,520 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Net Income Per Share | The following table summarizes the calculation of net income (loss) per share attributable to common shareholders for the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Weighted average shares outstanding - basic 63,368 60,574 Dilutive shares 144 — Weighted average shares outstanding - diluted 63,512 60,574 Income (loss) from continuing operations $ 88,074 $ (22,584) Basic and diluted per share $ 1.39 $ (0.37) Loss from discontinued operations $ (58,203) $ (39,787) Basic and diluted per share $ (0.92) $ (0.66) Net income (loss) $ 29,871 $ (62,371) Basic and diluted per share $ 0.47 $ (1.03) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables show the changes in accumulated other comprehensive loss by component for the years ended December 31, 2020 and 2019: Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) Other comprehensive income (loss) before reclassifications (6,632) 9,703 (19,741) (16,670) Income tax 1,945 — 5,789 7,734 Other comprehensive income (loss) before reclassifications, net of tax (4,687) 9,703 (13,952) (8,936) Amounts reclassified from accumulated other comprehensive income 1,297 15,580 9,232 26,109 Income tax (366) — (2,609) (2,975) Amounts reclassified from accumulated other comprehensive income, net of tax 931 15,580 6,623 23,134 Other comprehensive income (loss) (3,756) 25,283 (7,329) 14,198 Accumulated other comprehensive loss, December 31, 2020 $ (18,447) $ (18) $ (20,044) $ (38,509) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2018 $ (8,146) $ (32,551) $ (4,915) $ (45,612) Other comprehensive income (loss) before reclassifications (10,040) 7,250 (13,011) (15,801) Income tax 2,610 — 3,915 6,525 Other comprehensive income (loss) before reclassifications, net of tax (7,430) 7,250 (9,096) (9,276) Amounts reclassified from accumulated other comprehensive income 1,196 — 1,906 3,102 Income tax (311) — (610) (921) Amounts reclassified from accumulated other comprehensive income, net of tax 885 — 1,296 2,181 Other comprehensive income (loss) (6,545) 7,250 (7,800) (7,095) Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables present financial information by segment: Year ended December 31, 2020 2019 Net revenue: Segment net revenue Global Solutions $ 7,212,011 $ 8,243,867 Global Products 1,810,331 1,433,977 Total segment net revenue 9,022,342 9,677,844 Inter-segment net revenue Global Products (542,165) (466,905) Total inter-segment net revenue (542,165) (466,905) Consolidated net revenue $ 8,480,177 $ 9,210,939 Operating income: Global Solutions $ 30,946 $ 83,592 Global Products 259,929 65,054 Inter-segment eliminations (7,515) 45 Intangible amortization (41,490) (44,009) Acquisition-related and exit and realignment charges (37,752) (30,050) Other (1) — (1,481) Consolidated operating income $ 204,118 $ 73,151 Depreciation and amortization: Global Solutions $ 41,286 $ 42,444 Global Products 52,050 54,302 Discontinued operations — 19,932 Consolidated depreciation and amortization $ 93,336 $ 116,678 Capital expenditures: Global Solutions $ 20,386 $ 10,987 Global Products 35,780 22,289 Discontinued operations 3,027 18,952 Consolidated capital expenditures $ 59,193 $ 52,228 (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. |
Consolidated Total Assets | December 31, 2020 2019 Total assets: Global Solutions $ 2,117,372 $ 2,205,134 Global Products 1,135,209 930,937 Segment assets 3,252,581 3,136,071 Discontinued operations — 439,983 Cash and cash equivalents 83,058 67,030 Consolidated total assets $ 3,335,639 $ 3,643,084 |
Financial Information by Geographic Area | The following tables present information by geographic area. Net revenues were attributed to geographic areas based on the locations from which we ship products or provide services. Year ended December 31, 2020 2019 Net revenue: United States $ 8,130,411 $ 8,871,599 International 349,766 339,340 Consolidated net revenue $ 8,480,177 $ 9,210,939 December 31, 2020 2019 Long-lived assets: United States $ 627,624 $ 632,643 International 114,122 153,604 Consolidated long-lived assets $ 741,746 $ 786,247 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Capitalized computer software, net | $ 38,000 | $ 43,600 |
Software amortization | 10,200 | 9,300 |
Contract with customer, liability | 74,000 | 49,500 |
Distribution, selling and administrative expenses | $ 1,041,336 | $ 1,023,065 |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Operating lease, renewal term | 1 year | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Operating lease, term of contract | 12 months | |
Operating lease, renewal term | 5 years | |
Customer Relationships | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets useful life (in years) | 10 years | 10 years |
Customer Relationships | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets useful life (in years) | 3 years | |
Customer Relationships | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets useful life (in years) | 15 years | |
Other Intangibles | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets useful life (in years) | 8 years | 8 years |
Other Intangibles | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets useful life (in years) | 1 year | |
Other Intangibles | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets useful life (in years) | 15 years | |
Software technology | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Computer software, useful life | 3 years | |
Software technology | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Computer software, useful life | 10 years | |
Warehouse equipment | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment useful life (in years) | 3 years | |
Warehouse equipment | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment useful life (in years) | 15 years | |
Buildings | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment useful life (in years) | 5 years | |
Buildings | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment useful life (in years) | 40 years | |
Leaseholds and Land Improvements | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment useful life (in years) | 15 years | |
Warehouse Facilities | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Operating lease, term of contract | 1 year | |
Warehouse Facilities | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Operating lease, term of contract | 10 years | |
Transportation And Material Handling Equipment | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Lessor, operating lease, term of contract | 3 years | |
Transportation And Material Handling Equipment | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Lessor, operating lease, term of contract | 10 years | |
Shipping and Handling | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Distribution, selling and administrative expenses | $ 389,000 | $ 422,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 83,058 | $ 67,030 | |
Restricted cash included in Other current assets | 35,126 | 0 | |
Restricted cash included in Other assets, net | 16,322 | 16,261 | |
Cash of discontinued operations | 0 | 1,396 | |
Total cash, cash equivalents and restricted cash | $ 134,506 | $ 84,687 | $ 103,367 |
Significant Risks And Uncerta_2
Significant Risks And Uncertainties - Additional Information (Details) - Revenue Benchmark - Customer Concentration Risk - Minimum | 12 Months Ended |
Dec. 31, 2020 | |
Vizient | |
Unusual Risk or Uncertainty [Line Items] | |
Customer revenue as a percentage of net revenue | 36.00% |
Premier | |
Unusual Risk or Uncertainty [Line Items] | |
Customer revenue as a percentage of net revenue | 21.00% |
HPG | |
Unusual Risk or Uncertainty [Line Items] | |
Customer revenue as a percentage of net revenue | 15.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 18, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Expected working capital adjustment | $ 41,500 | ||
Movianto | Discontinued Operations, Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash consideration | $ 133,000 | ||
Total assets of discontinued operations | 0 | $ 439,983 | |
Total assets of discontinued operations | $ 0 | $ 323,511 |
Discontinued Operations - Summa
Discontinued Operations - Summary of the financial results of our discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Asset impairment charges | $ 8,724 | $ 32,112 |
Loss on divestiture | 65,472 | 0 |
Loss from discontinued operations, net of taxes | (58,203) | (39,787) |
Movianto | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | 226,759 | 439,104 |
Cost of goods sold | 53,923 | 106,896 |
Gross margin | 172,836 | 332,208 |
Distribution, selling, and administrative expenses | 157,512 | 330,737 |
Asset impairment charges | 0 | 32,112 |
Loss on divestiture | 65,472 | 0 |
Acquisition-related and exit and realignment charges | 4,825 | 2,856 |
Other operating income, net | (388) | (1,325) |
Operating loss | (54,585) | (32,172) |
Interest expense, net | 3,144 | 6,752 |
Loss from discontinued operations before income taxes | (57,729) | (38,924) |
Income tax provision from discontinued operations | 474 | 863 |
Loss from discontinued operations, net of taxes | $ (58,203) | $ (39,787) |
Discontinued Operations - Asset
Discontinued Operations - Assets and liabilities of the discontinued operations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash of discontinued operations | $ 0 | $ 1,396 |
Current assets of discontinued operations | 0 | 439,983 |
Current liabilities of discontinued operations | 0 | 323,511 |
Movianto | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash of discontinued operations | 1,396 | |
Accounts receivable, net | 78,643 | |
Merchandise inventories | 16,058 | |
Other current assets | 188,853 | |
Current assets of discontinued operations | 284,950 | |
Property and equipment, net | 65,710 | |
Intangible assets, net | 6,579 | |
Other assets, net | 27,431 | |
Operating lease assets | 87,425 | |
Valuation allowance on disposal group classified as held-for-sale | (32,112) | |
Total assets of discontinued operations | 0 | 439,983 |
Accounts payable | 53,981 | |
Other current liabilities | 182,980 | |
Current liabilities of discontinued operations | 236,961 | |
Long-term debt, excluding current portion | 5,523 | |
Operating lease liabilities, excluding current portion | 76,270 | |
Other liabilities | 4,757 | |
Total liabilities of discontinued operations | $ 0 | $ 323,511 |
Discontinued Operations - Opera
Discontinued Operations - Operating and investing cash flow information for discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Asset impairment charges | $ 8,724 | $ 32,112 |
Loss on divestiture | 65,472 | 0 |
Movianto | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | 0 | 17,111 |
Asset impairment charges | 0 | 32,112 |
Loss on divestiture | 65,472 | 0 |
Capital expenditures | $ (3,027) | $ (18,952) |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts and notes receivable, allowances | $ 19.1 | $ 21 |
Merchandise Inventories - Addit
Merchandise Inventories - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Merchandise inventories | $ 1,233,751 | $ 1,146,192 |
LIFO inventory amount | 807,000 | 867,000 |
Current costs or first-in, first-out (FIFO) excess of replacement over stated LIFO value | 170,000 | 155,000 |
Raw materials | 66,700 | 37,400 |
Work in process | $ 59,200 | $ 61,800 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 599,788 | $ 561,145 |
Accumulated depreciation and amortization | (284,126) | (245,718) |
Property and equipment, net | 315,662 | 315,427 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,292 | 22,269 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 155,576 | 156,184 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 377,225 | 371,324 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44,695 | $ 11,368 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 41.5 | $ 43.5 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill, gross | $ 393,181 | $ 811,758 | |
Accumulated goodwill impairment | (397,636) | ||
Goodwill, beginning balance | $ 393,181 | 414,122 | |
Currency translation adjustments | 905 | 2,936 | |
Measurement period acquisition adjustments | (23,877) | ||
Goodwill, ending balance | 394,086 | 393,181 | |
Global Solutions | |||
Goodwill [Roll Forward] | |||
Goodwill, gross | 283,905 | 464,080 | |
Accumulated goodwill impairment | (180,175) | ||
Goodwill, beginning balance | 283,905 | ||
Currency translation adjustments | 0 | 0 | |
Measurement period acquisition adjustments | 0 | ||
Goodwill, ending balance | 283,905 | ||
Global Products | |||
Goodwill [Roll Forward] | |||
Goodwill, gross | 109,276 | 347,678 | |
Accumulated goodwill impairment | $ (217,461) | ||
Goodwill, beginning balance | 130,217 | ||
Currency translation adjustments | 905 | 2,936 | |
Measurement period acquisition adjustments | $ (23,877) | ||
Goodwill, ending balance | $ 110,181 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 243,351 | $ 285,018 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 270,505 | 270,693 |
Accumulated amortization | (121,209) | (92,947) |
Net intangible assets | $ 149,296 | $ 177,746 |
Weighted average useful life | 10 years | 10 years |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 90,000 | $ 90,000 |
Accumulated amortization | (24,881) | (16,520) |
Net intangible assets | $ 65,119 | $ 73,480 |
Weighted average useful life | 11 years | 11 years |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 43,245 | $ 43,055 |
Accumulated amortization | (14,309) | (9,263) |
Net intangible assets | $ 28,936 | $ 33,792 |
Weighted average useful life | 8 years | 8 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment charge | $ 0 | |
Intangible assets, net | 243,351,000 | $ 285,018,000 |
Intangible amortization | 41,500,000 | 44,000,000 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Estimated amortization expense for 2021 | 39,800,000 | |
Estimated amortization expense for 2022 | 38,900,000 | |
Estimated amortization expense for 2023 | 38,700,000 | |
Estimated amortization expense for 2024 | 33,900,000 | |
Estimated amortization expense for 2025 | 28,200,000 | |
Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | 149,296,000 | 177,746,000 |
Global Solutions | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | 63,200,000 | 80,700,000 |
Global Products | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 180,000,000 | $ 204,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 144,755 | $ 142,219 | |
Operating lease liabilities | 153,344 | ||
Finance leases, gross | 17,400 | 15,900 | |
Finance leases, accumulated depreciation | $ 10,200 | $ 8,000 | |
Revision of Prior Period, Accounting Standards Update, Adjustment | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 197,000 | ||
Operating lease liabilities | $ 201,000 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 53,675 | $ 53,588 |
Finance lease cost: | ||
Amortization of lease assets | 963 | 1,322 |
Interest on lease liabilities | 1,283 | 1,189 |
Total finance lease cost | 2,246 | 2,511 |
Short-term lease cost | 1,081 | 348 |
Variable lease cost | 15,611 | 16,415 |
Total lease cost | $ 72,613 | $ 72,862 |
Leases - Supplemental balance s
Leases - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease assets | $ 144,755 | $ 142,219 |
Finance lease assets | $ 7,222 | $ 7,948 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Total lease assets | $ 151,977 | $ 150,167 |
Current | ||
Operating | $ 33,412 | $ 31,568 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Finance | $ 1,085 | $ 1,014 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent | ||
Operating | $ 119,932 | $ 117,080 |
Finance | $ 10,124 | $ 11,692 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligations | us-gaap:LongTermDebtAndCapitalLeaseObligations |
Present value of lease liabilities | $ 164,553 | $ 161,354 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating and finance leases | $ 54,541 | $ 54,300 |
Financing cash flows from finance leases | 879 | 1,205 |
Right-of-use assets obtained in exchange for new operating and finance lease liabilities | $ 41,616 | $ 33,933 |
Operating lease, weighted average remaining lease term (years) | 5 years 2 months 12 days | 5 years 1 month 6 days |
Finance lease, weighted average remaining lease term (years) | 7 years 10 months 24 days | 8 years 9 months 18 days |
Lessee, operating lease, discount rate (percentage) | 11.80% | 11.90% |
Lessee, finance lease, discount rate (percentage) | 12.30% | 9.70% |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 47,930 | |
2022 | 42,382 | |
2023 | 34,053 | |
2024 | 26,964 | |
2025 | 18,348 | |
Thereafter | 41,101 | |
Total lease payments | 210,778 | |
Less: Interest | (57,434) | |
Present value of lease liabilities | 153,344 | |
Finance Leases | ||
2021 | 2,077 | |
2022 | 2,008 | |
2023 | 1,961 | |
2024 | 1,919 | |
2025 | 1,916 | |
Thereafter | 6,492 | |
Total lease payments | 16,373 | |
Less: Interest | (5,164) | |
Present value of lease liabilities | 11,209 | |
Operating Lease And Finance Lease Liabilities, Payments Due | ||
2021 | 50,007 | |
2022 | 44,390 | |
2023 | 36,014 | |
2024 | 28,883 | |
2025 | 20,264 | |
Thereafter | 47,593 | |
Total lease payments | 227,151 | |
Less: Interest | (62,598) | |
Present value of lease liabilities | $ 164,553 | $ 161,354 |
Exit and Realignment Costs - Ex
Exit and Realignment Costs - Exit and realignment charges by segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 25,932 | $ 14,397 |
Global Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | 22,093 | 9,133 |
Global Products | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 3,839 | $ 5,264 |
Exit and Realignment Costs - Ac
Exit and Realignment Costs - Accrual for Exit and Realignment Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment charges, beginning balance | $ 8,162 | $ 7,477 |
Cash payments | (20,328) | (13,712) |
Accrued exit and realignment charges, ending balance | 3,146 | 8,162 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring charges | 5,623 | 6,008 |
Information system restructuring costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring charges | 2,119 | 2,531 |
Lease obligations | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring charges | 1,051 | |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring charges | $ 6,519 | $ 5,858 |
Exit and Realignment Costs - Ad
Exit and Realignment Costs - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 10,600 | |
Operating lease, impairment loss | 4,900 | |
Other asset charges | 2,000 | |
Acquisition-related and exit and realignment charges | 37,752 | $ 30,050 |
Fusion5 | ||
Restructuring Cost and Reserve [Line Items] | ||
Disposal group, not discontinued operation, loss (gain) on write-down | 3,700 | |
Halyard's Health And IT System | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition-related and exit and realignment charges | $ 11,800 | $ 15,700 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,025,967 | $ 1,559,652 |
Less current maturities | (39,949) | (51,237) |
Long-term debt | $ 986,018 | 1,508,415 |
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% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 511,000 | |
Carrying Amount | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,668 | 13,783 |
Carrying Amount | Senior Notes | 3.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 236,234 |
Carrying Amount | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 244,780 | 273,978 |
Carrying Amount | Term Loan | Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 206,521 |
Carrying Amount | Term Loan | Term Loan A-2 | ||
Debt Instrument [Line Items] | ||
Total debt | 33,865 | 170,899 |
Carrying Amount | Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 477,525 | 480,337 |
Carrying Amount | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 103,200 | 177,900 |
Carrying Amount | Secured Debt | Receivable Securitization | ||
Debt Instrument [Line Items] | ||
Total debt | 152,929 | 0 |
Estimate of Fair Value Measurement | ||
Debt Instrument [Line Items] | ||
Total debt | 1,046,213 | 1,458,392 |
Less current maturities | (40,453) | (51,237) |
Long-term debt | 1,005,760 | 1,407,155 |
Estimate of Fair Value Measurement | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,668 | 13,783 |
Estimate of Fair Value Measurement | Senior Notes | 3.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 229,356 |
Estimate of Fair Value Measurement | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 253,241 | 212,086 |
Estimate of Fair Value Measurement | Term Loan | Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 209,375 |
Estimate of Fair Value Measurement | Term Loan | Term Loan A-2 | ||
Debt Instrument [Line Items] | ||
Total debt | 34,390 | 173,675 |
Estimate of Fair Value Measurement | Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 486,614 | 442,217 |
Estimate of Fair Value Measurement | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 103,200 | 177,900 |
Estimate of Fair Value Measurement | Secured Debt | Receivable Securitization | ||
Debt Instrument [Line Items] | ||
Total debt | $ 155,100 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Oct. 15, 2020 | Oct. 08, 2020 | Jul. 02, 2020 | Jun. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Feb. 29, 2020 | Feb. 19, 2020 |
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 617,271,000 | $ 85,592,000 | |||||||
Proceeds from divestiture | 133,000,000 | 0 | |||||||
Long-term debt | 1,025,967,000 | 1,559,652,000 | |||||||
Movianto | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from divestiture | 78,900,000 | ||||||||
Revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 30,000,000 | ||||||||
Maximum borrowing capacity | 400,000,000 | ||||||||
Borrowings outstanding | 103,000,000 | 178,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | $ 283,000,000 | 209,000,000 | |||||||
Revolver | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee charged on unused portion of facility | 0.125% | ||||||||
Revolver | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee charged on unused portion of facility | 0.25% | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 511,000,000 | ||||||||
Replaced Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding, amount | 1,600,000 | 1,500,000 | |||||||
Long-term debt, scheduled future principal payments 2021 | 24,700,000 | ||||||||
Long-term debt, scheduled future principal payments 2022 | 123,000,000 | ||||||||
Long-term debt, scheduled future principal payments 2023 | 160,000,000 | ||||||||
Long-term debt, scheduled future principal payments 2024 | 251,000,000 | ||||||||
Long-term debt, scheduled future principal payments 2025 | 469,000,000 | ||||||||
2024 Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes, par value | $ 245,000,000 | ||||||||
Interest rate of debt | 4.375% | ||||||||
Debt issued, percent of par | 99.60% | ||||||||
Effective yield percentage | 4.422% | ||||||||
Senior notes redemption price, percentage | 90.00% | 100.00% | |||||||
Rate of interest discounted | 0.30% | ||||||||
Cash tender offer | $ 240,000,000 | ||||||||
Repayment of debt | $ 29,000,000 | ||||||||
Gain (loss) on extinguishment of debt | $ 2,900,000 | ||||||||
2021 Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate of debt | 3.875% | ||||||||
Debt issued, percent of par | 99.50% | ||||||||
Effective yield percentage | 3.951% | ||||||||
Senior notes redemption price, percentage | 100.00% | ||||||||
Rate of interest discounted | 0.25% | ||||||||
Cash tender offer | $ 240,000,000 | ||||||||
Repayment of debt | $ 100,000 | $ 54,100,000 | $ 54,100,000 | 36,200,000 | |||||
Redemption premium | 5,000,000 | ||||||||
Debt instrument, repurchase amount | 37,300,000 | ||||||||
2021 and 2024 Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt | 269,000,000 | ||||||||
Debt instrument, repurchase amount | $ 267,000,000 | ||||||||
Term Loan B | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt convent, springing maturity, period | 91 days | ||||||||
Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding, amount | $ 13,900,000 | 11,700,000 | |||||||
Line of credit facility, remaining borrowing capacity | 0 | $ 1,100,000 | |||||||
Receivable Securitization | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes, par value | $ 325,000,000 | ||||||||
Debt instrument, repurchase amount | $ 150,000,000 | ||||||||
Term Loan A-1 | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 109,000,000 | ||||||||
Term Loan A-2 | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 51,700,000 | ||||||||
Long-term debt, scheduled future principal payments 2021 | 19,700,000 | ||||||||
Long-term debt, scheduled future principal payments 2022 | $ 14,700,000 | ||||||||
Base Rate | Term Loan B | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on LIBOR, percent | 3.50% | ||||||||
Base Rate | 2021 Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes redemption price, percentage | 95.00% | ||||||||
Eurodollar | Revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on LIBOR, percent | 2.75% | ||||||||
Eurodollar | Term Loan B | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on LIBOR, percent | 4.50% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares available for issuance under share-based compensation plan (shares) | 4,200,000 | ||
Total share-based compensation expense | $ 19.7 | $ 15.2 | |
Recognized tax benefits from share-based compensation expense | $ 5.1 | 4 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Total unrecognized compensation cost related to nonvested awards | $ 25.3 | ||
Total unrecognized compensation cost related to nonvested awards, period for recognition | 1 year 10 months 24 days | ||
Value of stock that vested during the period | $ 17.8 | $ 13.8 | |
Restricted Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Restricted Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 5 years | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Total unrecognized compensation cost related to nonvested awards | $ 9.7 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Stock option grants in period (shares) | 0 | 0 | |
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period, years | 7 years | ||
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award expiration period, years | 10 years |
Share-Based Compensation - Acti
Share-Based Compensation - Activity and Value of Nonvested Restricted Stock and Performance Share Awards (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares (shares) | ||
Nonvested awards at beginning of year (shares) | 4,515 | 2,585 |
Granted (shares) | 2,289 | 3,624 |
Vested (shares) | (1,487) | (729) |
Forfeited (shares) | (501) | (965) |
Nonvested awards at end of year (shares) | 4,816 | 4,515 |
Weighted Average Grant-date Value (dollars per share) | ||
Nonvested awards at beginning of year (dollars per share) | $ 9.69 | $ 19.94 |
Granted (shares) | 7.29 | 5.29 |
Vested (shares) | 11.94 | 18.90 |
Forfeited (shares) | 7.69 | 11.86 |
Nonvested awards at end of year (dollars per share) | $ 7.64 | $ 9.69 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Minimum service period | 1 month | |
Minimum age requirement | 18 years | |
Eligibility criteria for employees under savings and retirement plans | one month of service and have attained age 18 | |
United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Recognized net actuarial loss | $ 1,200 | |
Accumulated benefit obligation | 57,384 | $ 53,602 |
Net periodic benefit cost | 2,292 | 2,923 |
Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | 11,500 | 7,300 |
Net periodic benefit cost | 2,300 | 1,000 |
Savings And Retirement Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expense recognized | $ 21,600 | $ 10,500 |
Retirement Plans - Domestic Ret
Retirement Plans - Domestic Retirement Plan's Financial Status and Amounts Recognized in Consolidated Balance Sheets (Detail) - United States - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Benefit obligation, beginning of year | $ 53,602 | $ 48,163 |
Interest cost | 1,420 | 1,858 |
Actuarial loss | 6,632 | 7,075 |
Benefits paid | (4,270) | (3,494) |
Benefit obligation, end of year | 57,384 | 53,602 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets, beginning of year | 0 | 0 |
Employer contribution | 4,270 | 3,494 |
Benefits paid | (4,270) | (3,494) |
Fair value of plan assets, end of year | 0 | 0 |
Funded status, end of year | (57,384) | (53,602) |
Amounts recognized in the consolidated balance sheets | ||
Other current liabilities | (3,933) | (3,929) |
Other liabilities | (53,451) | (49,672) |
Accumulated other comprehensive loss | 25,492 | 19,732 |
Net amount recognized | (31,892) | (33,869) |
Accumulated benefit obligation | $ 57,384 | $ 53,602 |
Weighted average assumptions used to determine benefit obligation | ||
Discount rate | 1.95% | 2.75% |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost for Domestic Retirement Plans (Detail) - United States - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 1,420 | $ 1,858 |
Recognized net actuarial loss | 872 | 1,065 |
Net periodic benefit cost | $ 2,292 | $ 2,923 |
Discount rate | 2.75% | 4.00% |
Retirement Plans - Amounts Reco
Retirement Plans - Amounts Recognized As Component Of Accumulated Other Comprehensive Loss, Domestic (Detail) - United States - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $ (25,492) | $ (19,732) |
Deferred tax benefit | 9,552 | 7,866 |
Amounts included in accumulated other comprehensive loss, net of tax | $ (15,940) | $ (11,866) |
Retirement Plans - Expected Ben
Retirement Plans - Expected Benefit Payments Required For Domestic Retirement Plan (Detail) - United States $ in Thousands | Dec. 31, 2020USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2021 | $ 3,914 |
2022 | 3,794 |
2023 | 3,674 |
2024 | 3,545 |
2025 | 3,417 |
2026-2030 | $ 14,962 |
Derivatives (Details)
Derivatives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Term Loan B | Interest expense, net | Term Loan | |||
Derivative [Line Items] | |||
Liabilities, fair value adjustment | $ 10.1 | ||
Designated as Hedging Instrument | Interest rate swaps | |||
Derivative [Line Items] | |||
Derivative, terminated notional value | $ 150 | ||
Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | |||
Derivative [Line Items] | |||
Derivative, loss on derivative | $ 0.7 | ||
Derivative, gain on derivative | $ 1 |
Derivatives - Outstanding hedge
Derivatives - Outstanding hedges (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Interest rate swaps | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 300,000 | $ 450,000 |
Interest rate swaps | Designated as Hedging Instrument | Cash Flow Hedging | Other assets, net | ||
Derivative [Line Items] | ||
Derivative asset, fair value, gross asset | 0 | 0 |
Interest rate swaps | Designated as Hedging Instrument | Cash Flow Hedging | Other liabilities | ||
Derivative [Line Items] | ||
Derivative liability, fair value, gross liability | 17,872 | $ 17,436 |
Foreign currency contracts | Not Designated as Hedging Instrument, Economic Hedge | ||
Derivative [Line Items] | ||
Derivative, notional amount | 30,300 | |
Foreign currency contracts | Not Designated as Hedging Instrument, Economic Hedge | Other current assets | ||
Derivative [Line Items] | ||
Derivative asset, fair value, gross asset | 151 | |
Foreign currency contracts | Not Designated as Hedging Instrument, Economic Hedge | Other current liabilities | ||
Derivative [Line Items] | ||
Derivative liability, fair value, gross liability | $ 0 |
Derivatives - Gain (loss) inclu
Derivatives - Gain (loss) included in accumulated other comprehensive loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest expense, net | $ (83,398) | $ (98,113) |
Cost of goods sold | (7,199,343) | (8,082,448) |
Interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in Other Comprehensive Income | (19,741) | (12,983) |
Foreign currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in Other Comprehensive Income | (28) | |
Reclassification out of Accumulated Other Comprehensive Income | Interest expense, net | Interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ (9,232) | (2,423) |
Reclassification out of Accumulated Other Comprehensive Income | Cost of goods sold | Foreign currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ 517 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) before income taxes: | ||
U.S. | $ 80,632 | $ (32,953) |
Foreign | 29,276 | 4,234 |
Income (loss) from continuing operations before income taxes | $ 109,908 | $ (28,719) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax provision (benefit): | ||
Federal | $ (4,430) | $ 2,501 |
State | 6,527 | 197 |
Foreign | 4,172 | 8,569 |
Total current tax provision | 6,269 | 11,267 |
Deferred tax provision (benefit): | ||
Federal | 16,512 | (6,150) |
State | (1,132) | (1,575) |
Foreign | 185 | (9,677) |
Total deferred tax provision (benefit) | 15,565 | (17,402) |
Total income tax provision (benefit) | $ 21,834 | $ (6,135) |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Federal Statutory Rate To Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
Increases (decreases) in the rate resulting from: | ||
Net capital loss on Divestiture | (0.248) | 0 |
Tax reform | (11.40%) | 0.00% |
Unrecognized tax benefits | 5.00% | (5.00%) |
State income taxes, net of federal income tax impact | 3.20% | 6.60% |
Research and development credit | (2.90%) | 9.80% |
Foreign income taxes | 0.70% | (3.70%) |
Valuation allowance | 27.10% | (1.40%) |
Restricted stock vestings | 1.00% | (6.70%) |
Other | 1.00% | 0.80% |
Effective income tax rate | 19.90% | 21.40% |
Income Taxes - Tax Effects On D
Income Taxes - Tax Effects On Deferred Tax Assets And Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Employee benefit plans | $ 28,546 | $ 26,401 |
Accrued liabilities not currently deductible | 23,872 | 24,441 |
Finance charges | 1,928 | 2,678 |
Lease liabilities | 43,342 | 42,077 |
Allowance for losses on accounts receivable | 3,629 | 4,157 |
Net operating loss carryforwards | 4,924 | 8,394 |
Capital loss carryover | 27,624 | 0 |
Outside basis difference | 0 | 12,408 |
Interest limitation | 1,502 | 12,905 |
Derivatives | 7,920 | 5,057 |
Other | 5,733 | 10,611 |
Total deferred tax assets | 149,020 | 149,129 |
Less: valuation allowances | (31,709) | (14,282) |
Net deferred tax assets | 117,311 | 134,847 |
Deferred tax liabilities: | ||
Merchandise inventories | 42,509 | 42,872 |
Goodwill | 1,603 | 296 |
Property and equipment | 34,005 | 32,689 |
Right-of-use assets | 39,514 | 39,043 |
Computer software | 7,447 | 9,032 |
Insurance | 1,108 | 1,082 |
Intangible assets | 27,349 | 35,451 |
Withholding tax liabilities | 7,451 | 6,965 |
Other | 344 | 697 |
Total deferred tax liabilities | 161,330 | 168,127 |
Net deferred tax liability | $ (44,019) | $ (33,280) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Cash payments for income taxes, including interest | $ 15,400,000 | $ 18,100,000 | |
Proceeds from income tax refunds | 32,800,000 | 24,300,000 | |
Liability for unrecognized tax benefits | 20,770,000 | 11,520,000 | $ 9,568,000 |
Unrecognized tax benefits that would impact effective tax rate | 18,000,000 | 8,400,000 | |
Accrued interest | 2,600,000 | 1,300,000 | |
Penalties expense | 1,300,000 | 700,000 | |
Penalties accrued | 0 | 0 | |
Unrecognized tax benefits, penalties accrued | 0 | 0 | |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 2,700,000 | $ 3,100,000 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation Of Changes In Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at January 1, | $ 11,520 | $ 9,568 |
Increases for positions taken during current period | 1,488 | 394 |
Increases for positions taken during prior periods | 9,073 | 1,629 |
Lapse of statute of limitations | (1,311) | (71) |
Unrecognized tax benefits at December 31, | $ 20,770 | $ 11,520 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Summary of Calculation of Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding - basic (in shares) | 63,368 | 60,574 |
Dilutive shares (in shares) | 144 | 0 |
Weighted average shares outstanding - diluted (in shares) | 63,512 | 60,574 |
Income (loss) from continuing operations | $ 88,074 | $ (22,584) |
Continuing operations per basic and diluted (in usd per share) | $ 1.39 | $ (0.37) |
Loss from discontinued operations, net of tax | $ (58,203) | $ (39,787) |
Discontinued operations per basic and diluted (in usd per share) | $ (0.92) | $ (0.66) |
Net income (loss) | $ 29,871 | $ (62,371) |
Basic and diluted (in usd per share) | $ 0.47 | $ (1.03) |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2020 | Oct. 08, 2020 | Oct. 06, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity, Class of Treasury Stock [Line Items] | ||||||
Repayment of debt | $ 617,271 | $ 85,592 | ||||
Revolver | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repayment of debt | $ 30,000 | |||||
Term Loan A-1 | Term Loan | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repayment of debt | $ 109,000 | |||||
Term Loan A-2 | Term Loan | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repayment of debt | $ 51,700 | |||||
Equity Distribution Agreement | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 0 | |||||
Aggregate offering price, remaining available amount | $ 50,000 | |||||
Underwriting Agreement | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 8,475,000 | |||||
Sale of stock, price per share (in dollars per share) | $ 20.50 | |||||
Sale of stock, consideration received on transaction | $ 165,000 | |||||
Over-Allotment Option | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 1,271,250 | |||||
Sale of stock, consideration received on transaction | $ 190,000 | |||||
Common Stock | Equity Distribution Agreement | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Aggregate offering price | $ 50,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Reclassified actuarial net losses | $ 1,300 | $ 1,200 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | 462,154 | 518,419 |
Ending Balance | 712,054 | 462,154 |
Discontinued Operations, Held-for-sale | Movianto | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Reclassified actuarial net losses | 400 | |
Retirement Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (14,691) | (8,146) |
Other comprehensive income (loss) before reclassifications | (6,632) | (10,040) |
Income tax | 1,945 | 2,610 |
Other comprehensive income (loss) before reclassifications, net of tax | (4,687) | (7,430) |
Amounts reclassified from accumulated other comprehensive income | 1,297 | 1,196 |
Income tax | (366) | (311) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 931 | 885 |
Other comprehensive income (loss) | (3,756) | (6,545) |
Ending Balance | (18,447) | (14,691) |
Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (25,301) | (32,551) |
Other comprehensive income (loss) before reclassifications | 9,703 | 7,250 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 9,703 | 7,250 |
Amounts reclassified from accumulated other comprehensive income | 15,580 | 0 |
Income tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income, net of tax | 15,580 | 0 |
Other comprehensive income (loss) | 25,283 | 7,250 |
Ending Balance | (18) | (25,301) |
Derivatives | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (12,715) | (4,915) |
Other comprehensive income (loss) before reclassifications | (19,741) | (13,011) |
Income tax | 5,789 | 3,915 |
Other comprehensive income (loss) before reclassifications, net of tax | (13,952) | (9,096) |
Amounts reclassified from accumulated other comprehensive income | 9,232 | 1,906 |
Income tax | (2,609) | (610) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 6,623 | 1,296 |
Other comprehensive income (loss) | (7,329) | (7,800) |
Ending Balance | (20,044) | (12,715) |
Total | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (52,707) | (45,612) |
Other comprehensive income (loss) before reclassifications | (16,670) | (15,801) |
Income tax | 7,734 | 6,525 |
Other comprehensive income (loss) before reclassifications, net of tax | (8,936) | (9,276) |
Amounts reclassified from accumulated other comprehensive income | 26,109 | 3,102 |
Income tax | (2,975) | (921) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 23,134 | 2,181 |
Other comprehensive income (loss) | 14,198 | (7,095) |
Ending Balance | $ (38,509) | $ (52,707) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)extension | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual commitment, number of extensions | extension | 2 |
Contractual commitment, period of extensions | 1 year |
Contractual commitment to outsource information technology operations, notice period | 90 days |
Remaining annual obligations in 2021 | $ 30.5 |
Remaining annual obligations in 2022 | 33.6 |
Remaining annual obligations in 2023 | 32.6 |
Remaining annual obligations in 2024 | 32.1 |
Remaining annual obligations in 2025 | 15.9 |
Contractual obligation, due in 2021 | 2.3 |
Contractual obligation, due in 2022 | 2.3 |
Contractual obligation, due in 2023 | 2.3 |
Contractual obligation, due in 2024 | $ 2.1 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Number of reportable segments | segment | 2 | |
Net revenue | $ 8,480,177 | $ 9,210,939 |
Operating earnings (loss) | 204,118 | 73,151 |
Intangible amortization | (41,500) | (44,000) |
Acquisition-related and exit and realignment charges | (37,752) | (30,050) |
Depreciation and amortization | 93,336 | 116,678 |
Capital expenditures: | 59,193 | 52,228 |
Reportable Segment | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 9,022,342 | 9,677,844 |
Reportable Segment | Global Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 7,212,011 | 8,243,867 |
Operating earnings (loss) | 30,946 | 83,592 |
Depreciation and amortization | 41,286 | 42,444 |
Capital expenditures: | 20,386 | 10,987 |
Reportable Segment | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 1,810,331 | 1,433,977 |
Operating earnings (loss) | 259,929 | 65,054 |
Depreciation and amortization | 52,050 | 54,302 |
Capital expenditures: | 35,780 | 22,289 |
Intersegment Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (542,165) | (466,905) |
Operating earnings (loss) | (7,515) | 45 |
Intersegment Eliminations | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (542,165) | (466,905) |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Intangible amortization | (41,490) | (44,009) |
Acquisition-related and exit and realignment charges | (37,752) | (30,050) |
Other | 0 | (1,481) |
Depreciation and amortization | 0 | 19,932 |
Capital expenditures | $ 3,027 | $ 18,952 |
Segment Information - Consolida
Segment Information - Consolidated Total Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 3,335,639 | $ 3,643,084 |
Current assets of discontinued operations | 0 | 439,983 |
Cash and cash equivalents | 83,058 | 67,030 |
Reportable Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 3,252,581 | 3,136,071 |
Reportable Segment | Global Solutions | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,117,372 | 2,205,134 |
Reportable Segment | Global Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,135,209 | $ 930,937 |
Segment Information - Financi_2
Segment Information - Financial Information by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment And Geographic Distribution Of Operations [Line Items] | ||
Net revenue | $ 8,480,177 | $ 9,210,939 |
Long-Lived Assets | 741,746 | 786,247 |
United States | ||
Segment And Geographic Distribution Of Operations [Line Items] | ||
Net revenue | 8,130,411 | 8,871,599 |
Long-Lived Assets | 627,624 | 632,643 |
International | ||
Segment And Geographic Distribution Of Operations [Line Items] | ||
Net revenue | 349,766 | 339,340 |
Long-Lived Assets | $ 114,122 | $ 153,604 |