Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-9810 | |
Entity Registrant Name | Owens & Minor, Inc. | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 54-1701843 | |
Entity Address, Address Line One | 9120 Lockwood Boulevard | |
Entity Address, City or Town | Mechanicsville | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23116 | |
City Area Code | 804 | |
Local Phone Number | 723-7000 | |
Title of 12(b) Security | Common Stock, $2 par value per share | |
Trading Symbol | OMI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Smaller Reporting Entity | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,147,827 | |
Entity Central Index Key | 0000075252 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 2,326,534 | $ 2,122,693 |
Cost of goods sold | 1,883,783 | 1,854,134 |
Gross margin | 442,751 | 268,559 |
Distribution, selling and administrative expenses | 292,701 | 254,048 |
Acquisition-related and exit and realignment charges | 5,963 | 6,064 |
Other operating income, net | (2,605) | (2,309) |
Operating income | 146,692 | 10,756 |
Interest expense, net | 13,672 | 23,342 |
Loss on extinguishment of debt | 40,433 | 4,127 |
Other expense, net | 569 | 719 |
Income (loss) from continuing operations before income taxes | 92,018 | (17,432) |
Income tax provision (benefit) | 22,429 | (8,523) |
Income (loss) from continuing operations, net of tax | 69,589 | (8,909) |
Loss from discontinued operations, net of tax | 0 | (2,415) |
Net income (loss) | $ 69,589 | $ (11,324) |
Income (loss) from continuing operations per common share: basic and diluted (in usd per share) | $ 0.98 | $ (0.15) |
Loss from discontinued operations per common share: basic and diluted (in usd per share) | 0 | (0.04) |
Net income (loss) per common share: basic and diluted (in usd per share) | $ 0.98 | $ (0.19) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 69,589 | $ (11,324) |
Other comprehensive income (loss), net of tax: | ||
Currency translation adjustments | (12,262) | (28,178) |
Change in unrecognized net periodic pension costs | 121 | 170 |
Net gain (loss) on derivative instruments | 20,044 | (11,397) |
Total other comprehensive income (loss), net of tax | 7,903 | (39,405) |
Comprehensive income (loss) | $ 77,492 | $ (50,729) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 54,455 | $ 83,058 |
Accounts receivable, net of allowances of $21,231 and $19,087 | 736,176 | 700,792 |
Merchandise inventories | 1,322,897 | 1,233,751 |
Other current assets | 93,208 | 118,264 |
Total current assets | 2,206,736 | 2,135,865 |
Property and equipment, net of accumulated depreciation of $292,568 and $284,126 | 307,852 | 315,662 |
Operating lease assets | 155,152 | 144,755 |
Goodwill | 391,349 | 394,086 |
Intangible assets, net | 232,009 | 243,351 |
Other assets, net | 97,723 | 101,920 |
Total assets | 3,390,821 | 3,335,639 |
Current liabilities | ||
Accounts payable | 1,021,761 | 1,000,186 |
Accrued payroll and related liabilities | 64,661 | 109,447 |
Other current liabilities | 250,875 | 236,094 |
Total current liabilities | 1,337,297 | 1,345,727 |
Long-term debt, excluding current portion | 981,342 | 986,018 |
Operating lease liabilities, excluding current portion | 130,565 | 119,932 |
Deferred income taxes | 51,476 | 50,641 |
Other liabilities | 103,880 | 121,267 |
Total liabilities | 2,604,560 | 2,623,585 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 75,100 shares and 73,472 shares | 150,200 | 146,944 |
Paid-in capital | 430,490 | 436,597 |
Retained earnings | 236,177 | 167,022 |
Accumulated other comprehensive loss | (30,606) | (38,509) |
Total equity | 786,261 | 712,054 |
Total liabilities and equity | $ 3,390,821 | $ 3,335,639 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 21,231 | $ 19,087 |
Property and equipment, accumulated depreciation | $ 292,568 | $ 284,126 |
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000 | 200,000 |
Common stock, issued (shares) | 75,100 | 73,472 |
Common stock, outstanding (shares) | 75,100 | 73,472 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net income (loss) | $ 69,589 | $ (11,324) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
Depreciation and amortization | 22,900 | 23,913 |
Share-based compensation expense | 5,182 | 3,941 |
Impairment charges | 0 | 9,080 |
Loss on extinguishment of debt | 40,433 | 4,127 |
Provision for losses on accounts receivable | 8,462 | 5,213 |
Deferred income tax (benefit) expense | (5,865) | 6,348 |
Changes in operating lease right-of-use assets and lease liabilities | 448 | (714) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (45,919) | (7,942) |
Merchandise inventories | (89,393) | 39,340 |
Accounts payable | 18,742 | 98,743 |
Net change in other assets and liabilities | (1,666) | (77,178) |
Other, net | 2,510 | (93) |
Cash provided by operating activities | 25,423 | 93,454 |
Investing activities: | ||
Additions to property and equipment | (5,048) | (4,771) |
Additions to computer software | (1,575) | (942) |
Proceeds from sale of property and equipment | 4 | 33 |
Cash used for investing activities | (6,619) | (5,680) |
Financing activities: | ||
Proceeds from issuance of debt | 574,900 | 150,000 |
Repayments under revolving credit facility | (96,500) | (6,200) |
Repayments of debt | (523,140) | (166,798) |
Financing costs paid | (11,700) | (5,785) |
Cash dividends paid | (181) | (155) |
Payment for termination of interest rate swaps | (15,434) | 0 |
Other, net | (8,339) | (2,468) |
Cash used for financing activities | (80,394) | (31,406) |
Effect of exchange rate changes on cash and cash equivalents | (2,139) | (62) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (63,729) | 56,306 |
Cash, cash equivalents and restricted cash at beginning of period | 134,506 | 84,687 |
Cash, cash equivalents and restricted cash at end of period | 70,777 | 140,993 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid, net of refunds | 898 | 2,695 |
Interest paid | $ 10,255 | $ 21,431 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2019 | 62,843 | ||||
Beginning Balance at Dec. 31, 2019 | $ 462,154 | $ 125,686 | $ 251,401 | $ 137,774 | $ (52,707) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (11,324) | (11,324) | |||
Other comprehensive income (loss) | (39,405) | (39,405) | |||
Dividends declared ($0.0025 per share) | (127) | (127) | |||
Share-based compensation expense, exercises and other (in shares) | 42 | ||||
Share-based compensation expense, exercises and other | 5,040 | $ 84 | 4,956 | ||
Ending Balance (in shares) at Mar. 31, 2020 | 62,885 | ||||
Ending Balance at Mar. 31, 2020 | $ 416,338 | $ 125,770 | 256,357 | 126,323 | (92,112) |
Beginning Balance (in shares) at Dec. 31, 2020 | 73,472 | 73,472 | |||
Beginning Balance at Dec. 31, 2020 | $ 712,054 | $ 146,944 | 436,597 | 167,022 | (38,509) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 69,589 | 69,589 | |||
Other comprehensive income (loss) | 7,903 | 7,903 | |||
Dividends declared ($0.0025 per share) | (434) | (434) | |||
Share-based compensation expense, exercises and other (in shares) | 1,628 | ||||
Share-based compensation expense, exercises and other | $ (2,851) | $ 3,256 | (6,107) | ||
Ending Balance (in shares) at Mar. 31, 2021 | 75,100 | 75,100 | |||
Ending Balance at Mar. 31, 2021 | $ 786,261 | $ 150,200 | $ 430,490 | $ 236,177 | $ (30,606) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Dividends declared, per share (in usd per share) | $ 0.0025 | $ 0.0025 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The Movianto business represented a component that met accounting requirements to be classified as discontinued operations for the three months ended March 31, 2020. In accordance with GAAP, the results of operations of the Movianto business are presented as discontinued operations through June 18, 2020 (the Divestiture Date) and, as such, have been excluded from continuing operations for the three months ended March 31, 2020. With the exception of Note 3, the Notes to Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc. and its subsidiaries. See Note 3 for additional information regarding discontinued operations. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash included in Other assets, net as of March 31, 2021 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. March 31, 2021 December 31, 2020 Cash and cash equivalents $ 54,455 $ 83,058 Restricted cash included in Other current assets — 35,126 Restricted cash included in Other assets, net 16,322 16,322 Total cash, cash equivalents, and restricted cash $ 70,777 $ 134,506 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair ValueThe carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 6 for the fair value of debt. The fair value of foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 8 for the fair value of derivatives. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
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 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 are reported in the accompanying consolidated statements of operations as Loss from discontinued operations, net of tax for the three months ended March 31, 2020. The following table summarizes the financial results of our discontinued operations for the three months ended March 31, 2020: Three Months Ended March 31, 2020 Net revenue $ 122,342 Cost of goods sold 32,106 Gross margin 90,236 Distribution, selling, and administrative expenses 80,953 Asset impairment charges 9,080 Acquisition-related and exit and realignment charges 271 Other operating income, net (461) Operating income 393 Interest expense, net 1,720 Loss from discontinued operations before income taxes (1,327) Income tax provision from discontinued operations 1,088 Loss from discontinued operations, net of tax $ (2,415) 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 three months ended March 31, 2020. 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 three months ended March 31, 2021 and were immaterial for the period presented. We had no assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheets at March 31, 2021 and December 31, 2020. The following table provides operating and investing cash flow information for our discontinued operations: Three Months Ended March 31, 2020 Operating Activities: Depreciation and amortization $ — Impairment charges 9,080 Investing Activities: Capital expenditures 1,664 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2021: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2020 $ 283,905 $ 110,181 $ 394,086 Currency translation adjustments — (2,737) (2,737) Carrying amount of goodwill, March 31, 2021 $ 283,905 $ 107,444 $ 391,349 Intangible assets at March 31, 2021 and December 31, 2020 were as follows: March 31, 2021 December 31, 2020 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 268,688 $ 90,000 $ 43,238 $ 270,505 $ 90,000 $ 43,245 Accumulated amortization (127,344) (26,972) (15,601) (121,209) (24,881) (14,309) Net intangible assets $ 141,344 $ 63,028 $ 27,637 $ 149,296 $ 65,119 $ 28,936 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years At March 31, 2021, $59.1 million in net intangible assets were held in the Global Solutions segment and $173 million were held in the Global Products segment. Amortization expense for intangible assets was $10.0 million and $10.6 million for the three months ended March 31, 2021 and 2020. Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $29.9 million for the remainder of 2021, $38.9 million for 2022, $38.7 million for 2023, $33.9 million for 2024, $28.2 million for 2025 and $26.8 million for 2026. |
Exit and Realignment Costs
Exit and Realignment Costs | 3 Months Ended |
Mar. 31, 2021 | |
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 our strategic organizational realignment which include management changes, certain professional fees, and costs to streamline administrative functions and processes and divestiture related costs. Exit and realignment charges by segment for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended 2021 2020 Global Solutions segment $ 4,663 $ 1,829 Global Products segment 1,300 — Total exit and realignment charges $ 5,963 $ 1,829 The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2021 and 2020: ` Total Accrued exit and realignment costs, December 31, 2020 $ 3,146 Provision for exit and realignment activities: Information system restructuring costs 1,029 Lease obligations 347 Other 781 Cash payments (2,915) Accrued exit and realignment costs, March 31, 2021 $ 2,388 Accrued exit and realignment costs, December 31, 2019 $ 8,162 Provision for exit and realignment activities: Severance 1,391 Information system restructuring costs 183 Lease obligations 202 Other 53 Cash payments (5,799) Accrued exit and realignment costs, March 31, 2020 $ 4,192 In addition to the exit and realignment accruals in the preceding table, we also incurred $3.8 million of costs that were expensed as incurred for the three months ended March 31, 2021, including $3.2 million related to an increase in reserves associated with certain retained assets of Fusion5, $0.5 million in impairment charges related to our client engagement center, and $0.1 million in other asset charges. There were no acquisition-related charges included within acquisition-related and exit and realignment charges presented in our consolidated statements of operations for the three months ended March 31, 2021. Acquisition-related charges included within acquisition-related and exit and realignment charges presented in our consolidated statements of operations were $4.2 million for the three months ended March 31, 2020 and consisted primarily of transition costs for the Halyard acquisition. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: March 31, 2021 December 31, 2020 Carrying Estimated Carrying Estimated 4.375% Senior Notes, due December 2024 $ 244,862 $ 254,183 $ 244,780 $ 253,241 4.500% Senior Notes, due March 2029 491,299 503,475 — — Term Loan A-2 — — 33,865 34,390 Term Loan B — — 477,525 486,614 Revolver 6,700 6,700 103,200 103,200 Receivables Securitization Program 226,004 230,000 152,929 155,100 Finance leases and other 13,543 13,543 13,668 13,668 Total debt 982,408 1,007,901 1,025,967 1,046,213 Less current maturities (1,066) (1,066) (39,949) (40,453) Long-term debt $ 981,342 $ 1,006,835 $ 986,018 $ 1,005,760 We have $246 million, excluding debt issuance costs and deferred fees, of 4.375% senior notes due in 2024 (the 2024 Notes), with interest payable semi-annually. 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 applicable Benchmark Treasury Rate plus 30 basis points. In March 2021, we issued $500 million, excluding debt issuance costs and deferred fees, of 4.500% senior unsecured notes due in 2029 (the 2029 Unsecured Notes), with interest payable semi-annually (the Notes Offering). The 2029 Unsecured Notes were sold at 100% of the principal amount with an effective yield of 4.500% . We used a portion of the net proceeds from the Notes Offering to repay our Term B Loan and borrowings under our revolving credit facility. In connection with these repayments, we recorded $15.3 million in write-offs of deferred financing costs and third party fees within l oss on extinguishment of debt for the three months ended March 31, 2021 . We may redeem all or part of the 2029 Unsecured Notes prior to March 31, 2024, at a price equal to 100% of the principal amount of the 2029 Unsecured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium, as described in the Indenture dated March 10, 2021 (the Indenture). On or after March 31, 2024, we may redeem all or part of the 2029 Unsecured Notes at the applicable redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may also redeem up to 40% of the aggregate principal amount of the 2029 Unsecured Notes at any time prior to March 31, 2024, at a redemption price equal to 104.5% with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On March 10, 2021, we terminated our then existing credit agreement and all obligations thereunder were repaid. On that same date, we entered into a new credit agreement with Bank of America, N.A. and a syndicate of lenders (the Credit Agreement) with a $300 million revolving credit facility. The interest rate on our revolving credit facility is based on a spread over either the Eurocurrency Rate or the Base Rate (each as defined in the Credit Agreement). The Credit Agreement matures in March 2026. At March 31, 2021 and December 31, 2020, we had borrowings of $6.7 million and $103 million and letters of credit of $11.4 million and $13.9 million outstanding under our revolving credit facilities. At March 31, 2021 and December 31, 2020, we had $282 million and $283 million available for borrowing. We also had letters of credit and bank guarantees outstanding for $1.9 million and $1.6 million as of March 31, 2021 and December 31, 2020, 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 entered into a Security and Pledge Agreement (the Security Agreement), dated March 10, 2021, pursuant to which we granted collateral on behalf of 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 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 March 10, 2021, we entered into an amendment to our accounts receivable securitization program (the Receivables Securitization Program). Pursuant to the amended Receivables Securitization Program, the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $450 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) or successor rate. 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 in March 2024. The Credit Agreement, Receivables Securitization Program, 2024 Notes and 2029 Unsecured 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 March 31, 2021. As of March 31, 2021, scheduled future principal payments of debt, excluding finance leases and other, were $476 million in 2024, $6.7 million in 2026, and $500 million in 2029. Current maturities include $1.1 million in current portion of finance leases. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain retirees in the United States. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective teammates. The components of net periodic benefit cost for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended 2021 2020 Service cost $ 704 $ 351 Interest cost 446 494 Recognized net actuarial loss 353 214 Net periodic benefit cost $ 1,503 $ 1,059 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We are directly and indirectly affected by changes in foreign currency, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes. We enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. We determine the fair value of our foreign currency derivatives 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 current assets and other current liabilities. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2021: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Economic (non-designated) hedges Foreign currency contracts $ 18,700 April 2021 Other current assets $ — Other current liabilities $ 110 In March 2021, we terminated the remaining $300 million in notional value of interest rate swaps. In September 2020, we had previously terminated $150 million in notional value of interest rate swaps. The remaining balance of the fair value adjustments of $25.1 million, which related to these terminated interest rate swaps, within Accumulated other comprehensive loss was reclassified to Loss on extinguishment of debt within our Consolidated Statements of Operations for the three months ended March 31, 2021. 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 $ — The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2021: Amount of Gain 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 Loss Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ 2,426 Loss on extinguishment of debt $ (40,433) $ (25,518) The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2020: Amount of 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 Loss Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ (16,958) Interest expense, net $ (23,342) $ (1,259) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. For the three months ended March 31, 2021 and 2020, we recognized losses of $1.0 million and $2.7 million associated with our economic (non-designated) foreign currency contracts. We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating income, net for our foreign exchange contracts. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 24.4% for the three months ended March 31, 2021, compared to a tax benefit of 48.9% in the same quarter of 2020. The change in these rates resulted primarily from an income tax benefit recorded in the first quarter of 2020 associated with the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the mixture of income and losses in jurisdictions in which we operate, and the incremental income tax benefit associated with the vesting of restricted stock recorded in the first quarter of 2021. The liability for unrecognized tax benefits was $21.0 million at March 31, 2021 and $20.8 million at December 31, 2020. Included in the liability at March 31, 2021 and December 31, 2020 were $2.7 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. 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 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The following summarizes the calculation of net income (loss) per common share attributable to common shareholders for the three months ended March 31, 2021 and 2020: Three Months Ended (in thousands, except per share data) 2021 2020 Weighted average shares outstanding - basic 70,834 60,571 Dilutive shares 104 — Weighted average shares outstanding - diluted 70,938 60,571 Income (loss) from continuing operations $ 69,589 $ (8,909) Basic and diluted per share $ 0.98 $ (0.15) Loss from discontinued operations $ — $ (2,415) Basic and diluted per share $ — $ (0.04) Net income (loss) $ 69,589 $ (11,324) Basic and diluted per share $ 0.98 $ (0.19) |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' EquityIn 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 aggregate 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 March 31, 2021, no shares were issued and $50.0 million of common stock remained available under the at-the-market equity financing program. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table shows the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2021 and 2020: Retirement Plans Currency Derivatives Total Accumulated other comprehensive loss, December 31, 2020 $ (18,447) $ (18) $ (20,044) $ (38,509) Other comprehensive income (loss) before reclassifications — (12,262) 2,426 (9,836) Income tax — — (611) (611) Other comprehensive income (loss) before reclassifications, net of tax — (12,262) 1,815 (10,447) Amounts reclassified from accumulated other comprehensive loss 156 — 25,518 25,674 Income tax (35) — (7,289) (7,324) Amounts reclassified from accumulated other comprehensive loss, net of tax 121 — 18,229 18,350 Other comprehensive income (loss) 121 (12,262) 20,044 7,903 Accumulated other comprehensive loss, March 31, 2021 $ (18,326) $ (12,280) $ — $ (30,606) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) Other comprehensive loss before reclassifications — (28,178) (16,958) (45,136) Income tax — — 4,646 4,646 Other comprehensive loss before reclassifications, net of tax — (28,178) (12,312) (40,490) Amounts reclassified from accumulated other comprehensive loss 214 — 1,259 1,473 Income tax (44) — (344) (388) Amounts reclassified from accumulated other comprehensive loss, net of tax 170 — 915 1,085 Other comprehensive income (loss) 170 (28,178) (11,397) (39,405) Accumulated other comprehensive loss, March 31, 2020 $ (14,521) $ (53,479) $ (24,112) $ (92,112) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations. We evaluate the performance of our segments based on their operating income excluding intangible amortization and acquisition-related and exit and realignment charges that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful. We believe all inter-segment sales are at prices that approximate market. The following tables present financial information by segment: Three Months Ended 2021 2020 Net revenue: Global Solutions $ 1,849,509 $ 1,847,593 Global Products 658,750 391,192 Total segment net revenue 2,508,259 2,238,785 Inter-segment revenue Global Products (181,725) (116,092) Total inter-segment revenue (181,725) (116,092) Consolidated net revenue $ 2,326,534 $ 2,122,693 Operating income: Global Solutions $ 8,892 $ 7,691 Global Products 163,587 18,571 Inter-segment eliminations (9,798) 1,169 Intangible amortization (10,026) (10,611) Acquisition-related and exit and realignment charges (5,963) (6,064) Consolidated operating income $ 146,692 $ 10,756 Depreciation and amortization: Global Solutions $ 9,839 $ 10,636 Global Products 13,061 13,277 Consolidated depreciation and amortization $ 22,900 $ 23,913 Capital expenditures: Global Solutions $ 3,000 $ 1,032 Global Products 3,623 3,017 Discontinued operations — 1,664 Consolidated capital expenditures $ 6,623 $ 5,713 March 31, 2021 December 31, 2020 Total assets: Global Solutions $ 2,072,642 $ 2,117,372 Global Products 1,263,724 1,135,209 Segment assets 3,336,366 3,252,581 Cash and cash equivalents 54,455 83,058 Consolidated total assets $ 3,390,821 $ 3,335,639 The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended March 31, 2021 2020 Net revenue: United States $ 2,182,755 $ 2,033,454 International 143,779 89,239 Consolidated net revenue $ 2,326,534 $ 2,122,693 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. 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 adopted ASU No. 2019-12 effective beginning January 1, 2021. 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. 2020-10, 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. We adopted ASU No. 2020-10 effective beginning January 1, 2021. Its adoption did not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The Movianto business |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashCash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash included in Other assets, net as of March 31, 2021 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. |
Fair Value | The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 6 for the fair value of debt. The fair value of foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 8 for the fair value of derivatives. |
Segment Reporting | We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations. We evaluate the performance of our segments based on their operating income excluding intangible amortization and acquisition-related and exit and realignment charges that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. |
Recent Accounting Pronouncements | In 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. 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 adopted ASU No. 2019-12 effective beginning January 1, 2021. 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. 2020-10, 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. We adopted ASU No. 2020-10 effective beginning January 1, 2021. Its adoption did not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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. March 31, 2021 December 31, 2020 Cash and cash equivalents $ 54,455 $ 83,058 Restricted cash included in Other current assets — 35,126 Restricted cash included in Other assets, net 16,322 16,322 Total cash, cash equivalents, and restricted cash $ 70,777 $ 134,506 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. March 31, 2021 December 31, 2020 Cash and cash equivalents $ 54,455 $ 83,058 Restricted cash included in Other current assets — 35,126 Restricted cash included in Other assets, net 16,322 16,322 Total cash, cash equivalents, and restricted cash $ 70,777 $ 134,506 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the financial results of our discontinued operations for the three months ended March 31, 2020: Three Months Ended March 31, 2020 Net revenue $ 122,342 Cost of goods sold 32,106 Gross margin 90,236 Distribution, selling, and administrative expenses 80,953 Asset impairment charges 9,080 Acquisition-related and exit and realignment charges 271 Other operating income, net (461) Operating income 393 Interest expense, net 1,720 Loss from discontinued operations before income taxes (1,327) Income tax provision from discontinued operations 1,088 Loss from discontinued operations, net of tax $ (2,415) The following table provides operating and investing cash flow information for our discontinued operations: Three Months Ended March 31, 2020 Operating Activities: Depreciation and amortization $ — Impairment charges 9,080 Investing Activities: Capital expenditures 1,664 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2021: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2020 $ 283,905 $ 110,181 $ 394,086 Currency translation adjustments — (2,737) (2,737) Carrying amount of goodwill, March 31, 2021 $ 283,905 $ 107,444 $ 391,349 |
Intangible assets | Intangible assets at March 31, 2021 and December 31, 2020 were as follows: March 31, 2021 December 31, 2020 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 268,688 $ 90,000 $ 43,238 $ 270,505 $ 90,000 $ 43,245 Accumulated amortization (127,344) (26,972) (15,601) (121,209) (24,881) (14,309) Net intangible assets $ 141,344 $ 63,028 $ 27,637 $ 149,296 $ 65,119 $ 28,936 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of exit and realignment charges by segment | Exit and realignment charges by segment for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended 2021 2020 Global Solutions segment $ 4,663 $ 1,829 Global Products segment 1,300 — Total exit and realignment charges $ 5,963 $ 1,829 |
Schedule of restructuring and related costs accrual activity | The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2021 and 2020: ` Total Accrued exit and realignment costs, December 31, 2020 $ 3,146 Provision for exit and realignment activities: Information system restructuring costs 1,029 Lease obligations 347 Other 781 Cash payments (2,915) Accrued exit and realignment costs, March 31, 2021 $ 2,388 Accrued exit and realignment costs, December 31, 2019 $ 8,162 Provision for exit and realignment activities: Severance 1,391 Information system restructuring costs 183 Lease obligations 202 Other 53 Cash payments (5,799) Accrued exit and realignment costs, March 31, 2020 $ 4,192 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt consists of the following: March 31, 2021 December 31, 2020 Carrying Estimated Carrying Estimated 4.375% Senior Notes, due December 2024 $ 244,862 $ 254,183 $ 244,780 $ 253,241 4.500% Senior Notes, due March 2029 491,299 503,475 — — Term Loan A-2 — — 33,865 34,390 Term Loan B — — 477,525 486,614 Revolver 6,700 6,700 103,200 103,200 Receivables Securitization Program 226,004 230,000 152,929 155,100 Finance leases and other 13,543 13,543 13,668 13,668 Total debt 982,408 1,007,901 1,025,967 1,046,213 Less current maturities (1,066) (1,066) (39,949) (40,453) Long-term debt $ 981,342 $ 1,006,835 $ 986,018 $ 1,005,760 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit cost for domestic retirement plan | The components of net periodic benefit cost for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended 2021 2020 Service cost $ 704 $ 351 Interest cost 446 494 Recognized net actuarial loss 353 214 Net periodic benefit cost $ 1,503 $ 1,059 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2021: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Economic (non-designated) hedges Foreign currency contracts $ 18,700 April 2021 Other current assets $ — Other current liabilities $ 110 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 $ — |
Schedule of cash flow hedges included in accumulated other comprehensive income (loss) | The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2021: Amount of Gain 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 Loss Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ 2,426 Loss on extinguishment of debt $ (40,433) $ (25,518) The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2020: Amount of 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 Loss Reclassified from Accumulated Other Comprehensive Loss into Income Interest rate swaps $ (16,958) Interest expense, net $ (23,342) $ (1,259) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of calculation of net loss per common share | The following summarizes the calculation of net income (loss) per common share attributable to common shareholders for the three months ended March 31, 2021 and 2020: Three Months Ended (in thousands, except per share data) 2021 2020 Weighted average shares outstanding - basic 70,834 60,571 Dilutive shares 104 — Weighted average shares outstanding - diluted 70,938 60,571 Income (loss) from continuing operations $ 69,589 $ (8,909) Basic and diluted per share $ 0.98 $ (0.15) Loss from discontinued operations $ — $ (2,415) Basic and diluted per share $ — $ (0.04) Net income (loss) $ 69,589 $ (11,324) Basic and diluted per share $ 0.98 $ (0.19) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Changes in accumulated other comprehensive income (loss) by component | The following table shows the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2021 and 2020: Retirement Plans Currency Derivatives Total Accumulated other comprehensive loss, December 31, 2020 $ (18,447) $ (18) $ (20,044) $ (38,509) Other comprehensive income (loss) before reclassifications — (12,262) 2,426 (9,836) Income tax — — (611) (611) Other comprehensive income (loss) before reclassifications, net of tax — (12,262) 1,815 (10,447) Amounts reclassified from accumulated other comprehensive loss 156 — 25,518 25,674 Income tax (35) — (7,289) (7,324) Amounts reclassified from accumulated other comprehensive loss, net of tax 121 — 18,229 18,350 Other comprehensive income (loss) 121 (12,262) 20,044 7,903 Accumulated other comprehensive loss, March 31, 2021 $ (18,326) $ (12,280) $ — $ (30,606) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) Other comprehensive loss before reclassifications — (28,178) (16,958) (45,136) Income tax — — 4,646 4,646 Other comprehensive loss before reclassifications, net of tax — (28,178) (12,312) (40,490) Amounts reclassified from accumulated other comprehensive loss 214 — 1,259 1,473 Income tax (44) — (344) (388) Amounts reclassified from accumulated other comprehensive loss, net of tax 170 — 915 1,085 Other comprehensive income (loss) 170 (28,178) (11,397) (39,405) Accumulated other comprehensive loss, March 31, 2020 $ (14,521) $ (53,479) $ (24,112) $ (92,112) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Financial information by segment | The following tables present financial information by segment: Three Months Ended 2021 2020 Net revenue: Global Solutions $ 1,849,509 $ 1,847,593 Global Products 658,750 391,192 Total segment net revenue 2,508,259 2,238,785 Inter-segment revenue Global Products (181,725) (116,092) Total inter-segment revenue (181,725) (116,092) Consolidated net revenue $ 2,326,534 $ 2,122,693 Operating income: Global Solutions $ 8,892 $ 7,691 Global Products 163,587 18,571 Inter-segment eliminations (9,798) 1,169 Intangible amortization (10,026) (10,611) Acquisition-related and exit and realignment charges (5,963) (6,064) Consolidated operating income $ 146,692 $ 10,756 Depreciation and amortization: Global Solutions $ 9,839 $ 10,636 Global Products 13,061 13,277 Consolidated depreciation and amortization $ 22,900 $ 23,913 Capital expenditures: Global Solutions $ 3,000 $ 1,032 Global Products 3,623 3,017 Discontinued operations — 1,664 Consolidated capital expenditures $ 6,623 $ 5,713 |
Consolidated total assets | March 31, 2021 December 31, 2020 Total assets: Global Solutions $ 2,072,642 $ 2,117,372 Global Products 1,263,724 1,135,209 Segment assets 3,336,366 3,252,581 Cash and cash equivalents 54,455 83,058 Consolidated total assets $ 3,390,821 $ 3,335,639 |
Schedule of revenue from external customers and long-lived assets, by geographical | The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended March 31, 2021 2020 Net revenue: United States $ 2,182,755 $ 2,033,454 International 143,779 89,239 Consolidated net revenue $ 2,326,534 $ 2,122,693 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 54,455 | $ 83,058 | ||
Restricted cash included in Other current assets | 0 | 35,126 | ||
Restricted cash included in Other assets, net | 16,322 | 16,322 | ||
Total cash, cash equivalents, and restricted cash | $ 70,777 | $ 134,506 | $ 140,993 | $ 84,687 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Movianto - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 18, 2020 |
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 | $ 0 | |
Total liabilities of discontinued operations | $ 0 | $ 0 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Financial Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations, net of tax | $ 0 | $ (2,415) |
Movianto | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | 122,342 | |
Cost of goods sold | 32,106 | |
Gross margin | 90,236 | |
Distribution, selling, and administrative expenses | 80,953 | |
Impairment charges | 9,080 | |
Acquisition-related and exit and realignment charges | 271 | |
Other operating income, net | (461) | |
Operating income | 393 | |
Interest expense, net | 1,720 | |
Loss from discontinued operations before income taxes | (1,327) | |
Income tax provision from discontinued operations | 1,088 | |
Loss from discontinued operations, net of tax | $ (2,415) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Cash Flow Information for Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities: | ||
Impairment charges | $ 0 | $ 9,080 |
Investing Activities: | ||
Capital expenditures | $ 0 | 1,664 |
Movianto | Discontinued Operations, Held-for-sale | ||
Operating Activities: | ||
Depreciation and amortization | 0 | |
Impairment charges | 9,080 | |
Investing Activities: | ||
Capital expenditures | $ 1,664 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2020 | $ 394,086 |
Currency translation adjustments | (2,737) |
Carrying amount of goodwill, March 31, 2021 | 391,349 |
Global Solutions | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2020 | 283,905 |
Currency translation adjustments | 0 |
Carrying amount of goodwill, March 31, 2021 | 283,905 |
Global Products | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2020 | 110,181 |
Currency translation adjustments | (2,737) |
Carrying amount of goodwill, March 31, 2021 | $ 107,444 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 232,009 | $ 243,351 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 268,688 | 270,505 |
Accumulated amortization | (127,344) | (121,209) |
Net intangible assets | $ 141,344 | $ 149,296 |
Weighted average useful life (in years) | 10 years | 10 years |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 90,000 | $ 90,000 |
Accumulated amortization | (26,972) | (24,881) |
Net intangible assets | $ 63,028 | $ 65,119 |
Weighted average useful life (in years) | 11 years | 11 years |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 43,238 | $ 43,245 |
Accumulated amortization | (15,601) | (14,309) |
Net intangible assets | $ 27,637 | $ 28,936 |
Weighted average useful life (in years) | 8 years | 8 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 232,009 | $ 243,351 | |
Amortization expense for intangible assets | 10,000 | $ 10,600 | |
Estimated amortization expense for the remainder of 2021 | 29,900 | ||
Estimated amortization expense for 2022 | 38,900 | ||
Estimated amortization expense for 2023 | 38,700 | ||
Estimated amortization expense for 2024 | 33,900 | ||
Estimated amortization expense for 2025 | 28,200 | ||
Estimated amortization expense for 2026 | 26,800 | ||
Global Solutions | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | 59,100 | ||
Global Products | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 173,000 |
Exit and Realignment Costs - Ex
Exit and Realignment Costs - Exit and realignment charges by segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 5,963 | $ 1,829 |
Global Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | 4,663 | 1,829 |
Global Products | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit and realignment charges | $ 1,300 | $ 0 |
Exit and Realignment Costs - Ac
Exit and Realignment Costs - Accrual for Exit and Realignment Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Accrued exit and realignment costs, beginning of period | $ 3,146 | $ 8,162 |
Cash payments | (2,915) | (5,799) |
Accrued exit and realignment costs, end of period | 2,388 | 4,192 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | 1,391 | |
Information system restructuring costs | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | 1,029 | 183 |
Lease obligations | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | 347 | 202 |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Provision for exit and realignment activities: | $ 781 | $ 53 |
Exit and Realignment Costs - Na
Exit and Realignment Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 3,800 | |
Reserves associated with certain retained assets | 8,462 | $ 5,213 |
Other asset charges | 100 | |
Acquisition-related and exit and realignment charges | 5,963 | 6,064 |
Exit and Realignment Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition-related and exit and realignment charges | 0 | $ 4,200 |
Fusion5 | ||
Restructuring Cost and Reserve [Line Items] | ||
Reserves associated with certain retained assets | 3,200 | |
Disposal group, not discontinued operation, loss (gain) on write-down | $ 500 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Interest rate of debt | 4.375% | |
Senior Notes | 4.500% Senior Notes, due March 2029 | ||
Debt Instrument [Line Items] | ||
Interest rate of debt | 4.50% | |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Total debt | $ 982,408 | $ 1,025,967 |
Less current maturities | (1,066) | (39,949) |
Long-term debt | 981,342 | 986,018 |
Carrying Amount | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,543 | 13,668 |
Carrying Amount | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 244,862 | 244,780 |
Carrying Amount | Senior Notes | 4.500% Senior Notes, due March 2029 | ||
Debt Instrument [Line Items] | ||
Total debt | 491,299 | 0 |
Carrying Amount | Term Loan | Term Loan A-2 | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 33,865 |
Carrying Amount | Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 477,525 |
Carrying Amount | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 6,700 | 103,200 |
Carrying Amount | Secured Debt | Receivables Securitization Program | ||
Debt Instrument [Line Items] | ||
Total debt | 226,004 | 152,929 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 1,007,901 | 1,046,213 |
Less current maturities | (1,066) | (40,453) |
Long-term debt | 1,006,835 | 1,005,760 |
Estimated Fair Value | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,543 | 13,668 |
Estimated Fair Value | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 254,183 | 253,241 |
Estimated Fair Value | Senior Notes | 4.500% Senior Notes, due March 2029 | ||
Debt Instrument [Line Items] | ||
Total debt | 503,475 | 0 |
Estimated Fair Value | Term Loan | Term Loan A-2 | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 34,390 |
Estimated Fair Value | Term Loan | Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 486,614 |
Estimated Fair Value | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 6,700 | 103,200 |
Estimated Fair Value | Secured Debt | Receivables Securitization Program | ||
Debt Instrument [Line Items] | ||
Total debt | $ 230,000 | $ 155,100 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 10, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Write off of deferred debt issuance cost | $ 15,300,000 | |||
Short-term finance leases | $ 1,100,000 | 1,100,000 | ||
Revolver | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 300,000,000 | |||
Borrowings outstanding | $ 103,000,000 | |||
Remaining borrowing capacity | 282,000,000 | 282,000,000 | 283,000,000 | |
Replaced Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 1,900,000 | $ 1,900,000 | ||
4.375% Senior Notes, due December 2024 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate of debt | 4.375% | 4.375% | ||
Debt issued, percent of par | 99.60% | |||
Effective yield percentage | 4.422% | 4.422% | ||
Redemption price, percentage | 100.00% | |||
Rate of interest discounted | 0.30% | |||
4.500% Senior Notes, due March 2029 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 500,000,000 | $ 500,000,000 | ||
Interest rate of debt | 4.50% | 4.50% | ||
Debt issued, percent of par | 100.00% | |||
Effective yield percentage | 4.50% | 4.50% | ||
Redemption price, percentage | 100.00% | |||
4.500% Senior Notes, due March 2029 | Senior Notes | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Redemption price, percentage | 104.50% | |||
Redemption price, percentage of principal amount redeemed | 40.00% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 11,400,000 | $ 11,400,000 | 13,900,000 | |
European Lease Agreement | Replaced Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 1,600,000 | |||
Long-term debt, maturities, repayments of principal in 2024 | 476,000,000 | 476,000,000 | ||
Long-term debt, maturities, repayments of principal in 2026 | 6,700,000 | 6,700,000 | ||
Long-term debt, maturities, repayments of principal in 2029 | 500,000,000 | 500,000,000 | ||
2024 Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 246,000,000 | $ 246,000,000 | ||
Maximum | Receivables Securitization Program | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 450,000,000 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost (Details) - United States - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 704 | $ 351 |
Interest cost | 446 | 494 |
Recognized net actuarial loss | 353 | 214 |
Net periodic benefit cost | $ 1,503 | $ 1,059 |
Derivatives - Summary of the te
Derivatives - Summary of the terms and fair value of our outstanding derivative financial instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Economic (non-designated) hedges | Foreign currency contracts | ||
Derivative [Line Items] | ||
Notional amount | $ 18,700 | $ 30,300 |
Designated as Hedging Instrument | Cash flow hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional amount | 300,000 | |
Other current assets | Economic (non-designated) hedges | Foreign currency contracts | ||
Derivative [Line Items] | ||
Derivative asset, fair value | 0 | 151 |
Other current liabilities | Economic (non-designated) hedges | Foreign currency contracts | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value | $ 110 | 0 |
Other assets, net | Designated as Hedging Instrument | Cash flow hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative asset, fair value | 0 | |
Other liabilities | Designated as Hedging Instrument | Cash flow hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liabilities, fair value | $ 17,872 |
Derivatives - Summary of the ef
Derivatives - Summary of the effect of cash flow hedge (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on extinguishment of debt | $ (40,433) | $ (4,127) |
Interest expense, net | (13,672) | (23,342) |
Interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain Recognized in Other Comprehensive Income | 2,426 | (16,958) |
Loss on extinguishment of debt | Interest rate swaps | Reclassification out of Accumulated Other Comprehensive Income | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income | $ (25,518) | |
Interest expense, net | Interest rate swaps | Reclassification out of Accumulated Other Comprehensive Income | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income | $ (1,259) |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Loss on derivative not designed as hedging instrument | $ 1 | $ 2.7 | |
Designated as Hedging Instrument | Interest rate swaps | |||
Derivative [Line Items] | |||
Derivative, terminated notional value | 300 | $ 150 | |
Designated as Hedging Instrument | Interest rate swaps | Loss On Extinguishment Of Debt | |||
Derivative [Line Items] | |||
Derivative, terminated notional value | $ 25.1 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 24.40% | 48.90% | |
Liability for unrecognized tax benefit | $ 21 | $ 20.8 | |
Unrecognized tax benefit highly certain | $ 2.7 | $ 2.7 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Summary of Calculation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Weighted average number of shares outstanding, basic (in shares) | 70,834 | 60,571 |
Diluted shares (in shares) | 104 | 0 |
Weighted average number of shares outstanding, diluted (in shares) | 70,938 | 60,571 |
Income (loss) from continuing operations | $ 69,589 | $ (8,909) |
Income (loss) from continuing operations per common share: basic and diluted (in usd per share) | $ 0.98 | $ (0.15) |
Loss from discontinued operations | $ 0 | $ (2,415) |
Loss from discontinued operations per common share: basic and diluted (in usd per share) | $ 0 | $ (0.04) |
Net income (loss) | $ 69,589 | $ (11,324) |
Net income (loss) per common share: basic and diluted (in usd per share) | $ 0.98 | $ (0.19) |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - Equity Distribution Agreement - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
May 31, 2020 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Number of shares issued in transaction (in shares) | 0 | |
Aggregate offering price, remaining available amount | $ 50 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Aggregate offering price | $ 50 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | $ 712,054 | $ 462,154 |
Other comprehensive loss before reclassifications | (9,836) | (45,136) |
Income tax | (611) | 4,646 |
Other comprehensive income (loss) before reclassifications, net of tax | (10,447) | (40,490) |
Amounts reclassified from accumulated other comprehensive loss | 25,674 | 1,473 |
Income tax | (7,324) | (388) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 18,350 | 1,085 |
Total other comprehensive income (loss), net of tax | 7,903 | (39,405) |
Ending Balance | 786,261 | 416,338 |
Retirement Plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (18,447) | (14,691) |
Other comprehensive loss before reclassifications | 0 | 0 |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 156 | 214 |
Income tax | (35) | (44) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 121 | 170 |
Total other comprehensive income (loss), net of tax | 121 | 170 |
Ending Balance | (18,326) | (14,521) |
Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (18) | (25,301) |
Other comprehensive loss before reclassifications | (12,262) | (28,178) |
Income tax | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | (12,262) | (28,178) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Income tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 |
Total other comprehensive income (loss), net of tax | (12,262) | (28,178) |
Ending Balance | (12,280) | (53,479) |
Derivatives | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (20,044) | (12,715) |
Other comprehensive loss before reclassifications | 2,426 | (16,958) |
Income tax | (611) | 4,646 |
Other comprehensive income (loss) before reclassifications, net of tax | 1,815 | (12,312) |
Amounts reclassified from accumulated other comprehensive loss | 25,518 | 1,259 |
Income tax | (7,289) | (344) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 18,229 | 915 |
Total other comprehensive income (loss), net of tax | 20,044 | (11,397) |
Ending Balance | 0 | (24,112) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (38,509) | (52,707) |
Ending Balance | $ (30,606) | $ (92,112) |
Segment Information - Financial
Segment Information - Financial Information by Segment (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Number of reportable segments | segment | 2 | |
Net revenue | $ 2,326,534 | $ 2,122,693 |
Operating earnings (loss): | 146,692 | 10,756 |
Intangible amortization | (10,000) | (10,600) |
Acquisition-related and exit and realignment charges | (5,963) | (6,064) |
Consolidated depreciation and amortization | 22,900 | 23,913 |
Discontinued operations | 0 | 1,664 |
Consolidated capital expenditures | 6,623 | 5,713 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 2,508,259 | 2,238,785 |
Operating Segments | Global Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 1,849,509 | 1,847,593 |
Operating earnings (loss): | 8,892 | 7,691 |
Depreciation and amortization | 9,839 | 10,636 |
Capital expenditures | 3,000 | 1,032 |
Operating Segments | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 658,750 | 391,192 |
Operating earnings (loss): | 163,587 | 18,571 |
Depreciation and amortization | 13,061 | 13,277 |
Capital expenditures | 3,623 | 3,017 |
Intersegment Eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (181,725) | (116,092) |
Operating earnings (loss): | (9,798) | 1,169 |
Intersegment Eliminations | Global Products | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | (181,725) | (116,092) |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Intangible amortization | (10,026) | (10,611) |
Acquisition-related and exit and realignment charges | $ (5,963) | $ (6,064) |
Segment Information - Consolida
Segment Information - Consolidated Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 3,390,821 | $ 3,335,639 |
Cash and cash equivalents | 54,455 | 83,058 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 3,336,366 | 3,252,581 |
Operating Segments | Global Solutions | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,072,642 | 2,117,372 |
Operating Segments | Global Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,263,724 | $ 1,135,209 |
Segment Information - Net reven
Segment Information - Net revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,326,534 | $ 2,122,693 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 2,182,755 | 2,033,454 |
International | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 143,779 | $ 89,239 |