omi-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9810

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Owens & Minor, Inc.

(Exact name of Registrant as specified in its charter)

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Virginia			54-1701843
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

9120 Lockwood Boulevard	Mechanicsville	Virginia	23116
(Address of principal executive offices)			(Zip Code)

Post Office Box 27626, Richmond, Virginia			23261-7626
(Mailing address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (804) 723-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $2 par value per share

OMI

New York Stock Exchange

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Owens & Minor, Inc.’s common stock outstanding as of July 31, 2023 was 76,530,724 shares.

Table of Contents

Owens & Minor, Inc. and Subsidiaries

Index


Part I. Financial Information		Page

Item 1.	Financial Statements	3
	Consolidated Statements of Operations—Three and Six Months Ended June 3 0 , 2023 and 2022	3
	Consolidated Statements of Comprehensive (Loss) Income—Three and Six Months Ended June 3 0 , 2023 and 2022	4
	Consolidated Balance Sheets—June 3 0 , 2023 and December 31, 2022	5
	Consolidated Statements of Cash Flows—Six Months Ended June 3 0 , 2023 and 2022	6
	Consolidated Statements of Changes in Equity—Three an d Six Months Ended June 3 0 , 2023 and 2022	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
Part II. Other Information

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	33
Item 5.	Other Information	34
Item 6.	Exhibits	34

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2023		2022		2023		2022
Net revenue	$	2,563,226	$	2,500,015	$	5,086,075	$	4,906,967
Cost of goods sold	2,043,794		1,967,510		4,069,336		4,001,014
Gross margin	519,432		532,505		1,016,739		905,953
Distribution, selling and administrative expenses	455,030		421,925		903,752		691,397
Acquisition-related charges and intangible amortization	22,203		37,276		44,392		79,410
Exit and realignment charges	28,963		1,214		44,637		2,896
Other operating expense (income), net	2,397		(2,995)		3,312		(3,894)
Operating income	10,839		75,085		20,646		136,144
Interest expense, net	40,728		35,839		82,926		47,858
Other expense, net	1,072		783		2,458		1,565
(Loss) income before income taxes	(30,961)		38,463		(64,738)		86,721
Income tax (benefit) provision	(2,720)		9,859		(12,079)		18,837
Net (loss) income	$	(28,241)	$	28,604	$	(52,659)	$	67,884

Net (loss) income per common share:
Basic	$	(0.37)	$	0.38	$	(0.70)	$	0.92
Diluted	$	(0.37)	$	0.37	$	(0.70)	$	0.89

See accompanying notes to consolidated financial statements.

Table of Contents

Owens & Minor, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net (loss) income	$	(28,241)	$	28,604	$	(52,659)	$	67,884
Other comprehensive income (loss) net of tax:
Currency translation adjustments	(5,167)		(18,831)		(49)		(19,618)
Change in unrecognized net periodic pension costs	136		297		(11)		486
Change in gains and losses on derivative instruments	3,299		2,764		(78)		2,764
Total other comprehensive loss, net of tax	(1,732)		(15,770)		(138)		(16,368)
Comprehensive (loss) income	$	(29,973)	$	12,834	$	(52,797)	$	51,516

See accompanying notes to consolidated financial statements.

Table of Contents

Owens & Minor, Inc. and Subsidiaries

Consolidated Balance Sheets

(unaudited)


	June 30,		December 31,
(in thousands, except per share data)	2023		2022
Assets
Current assets
Cash and cash equivalents	$	286,307	$	69,467
Accounts receivable, net of allowances of $9,270 and $9,063	672,511		763,497
Merchandise inventories	1,168,227		1,333,585
Other current assets	135,409		128,636
Total current assets	2,262,454		2,295,185
Property and equipment, net of accumulated depreciation of $510,394 and $450,286	559,508		578,269
Operating lease assets	292,809		280,665
Goodwill	1,637,149		1,636,705
Intangible assets, net	403,020		445,042
Other assets, net	133,060		150,417
Total assets	$	5,288,000	$	5,386,283
Liabilities and equity
Current liabilities
Accounts payable	$	1,194,173	$	1,147,414
Accrued payroll and related liabilities	92,264		93,296
Other current liabilities	405,204		325,756

SEC Form 10-Q filed by Owens & Minor Inc.