OMI Owens and Minor Inc

Owens & Minor, Inc. (NYSE:OMI) today reported financial results for the second quarter ended June 30, 2014, including the following items:

• Consolidated quarterly revenue was $2.31 billion, an increase of 3.1%
• Adjusted net income per diluted share was $0.40 for the quarter
• Owens & Minor announced plans to acquire Medical Action Industries Inc. during 2Q 2014

For the quarter ended June 30, 2014, the company reported consolidated quarterly revenues of $2.31 billion, an increase of 3.1% over the second quarter of 2013. Quarterly net income was $19.9 million, or $0.32 per diluted share. Adjusted net income (non-GAAP), excluding after-tax charges of $2.5 million for acquisition-related and $2.6 million for exit and realignment activities, was $25.0 million, or $0.40 per diluted share.

Consolidated operating earnings for the second quarter of 2014 were $37.1 million, a decline of $12.9 million, when compared to the second quarter last year. Adjusted consolidated operating earnings (non-GAAP) for the second quarter of 2014 were $44.7 million, or 1.94% of revenues, a decline of $6.0 million when compared to the year before.

“While second quarter results were impacted by many of the same trends that we saw earlier in the year, we are confident that the deliberate actions we are taking to on-board new customers and realign our platforms and teams in the U.S. and Europe will drive performance in the second half of 2014,” said Craig R. Smith, chairman & chief executive officer of Owens & Minor. “In the U.S., we continued to see growth among our larger healthcare provider customer accounts. In Europe, we continue to work on optimizing the network and improving operations, especially in the U.K. On the Domestic side, we are looking forward to completing the Medical Action Industries acquisition, which will enable us to expand service offerings to our healthcare provider and manufacturer customers. We believe Owens & Minor remains well positioned to create sustainable value for our shareholders.”

Acquisition Update

During the second quarter, Owens & Minor announced plans to acquire Medical Action Industries Inc. (Medical Action) (Nasdaq:MDCI), a leading producer of surgical kits and procedure trays. The acquisition will enable an expansion of Owens & Minor’s capabilities in the global sourcing and production of kits, packs and trays for the healthcare market. Under terms of the definitive agreement, Owens & Minor will acquire all outstanding shares of Medical Action Industries Inc. for $13.80 per share in cash, representing a total transaction value of approximately $208 million, including assumed debt, net of cash. Medical Action reported $288 million in net sales from continuing operations for the fiscal year ended March 31, 2014, of which approximately 45% represented sales to Owens & Minor. The transaction, which is expected to close in the fourth quarter of 2014, is subject to customary closing conditions, including Medical Action shareholder approval. Owens & Minor has been notified that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) in connection with the proposed acquisition. Owens & Minor intends to finance the transaction with existing cash and available borrowings under its revolving credit facility.

The acquisition of Medical Action is expected to be accretive to Owens & Minor’s adjusted net income (non-GAAP) in 2015, including anticipated partial synergies in the first full year of ownership. Owens & Minor estimates annual pre-tax cost synergies of $10 to $12 million by the end of calendar year 2016, excluding potential revenue synergies. Aside from transaction-related costs, which will be reported as acquisition-related and exit and realignment charges, the impact to Owens & Minor ’s 2014 adjusted net income per diluted share will be limited primarily to the fourth quarter of 2014, and is not expected to be significant.

“This strategic acquisition, a highly complementary business, opens up a new growth area for our company by allowing us to produce custom procedure trays and minor procedure kits for our provider and manufacturer customers,” said James L. Bierman, president & chief operating officer of Owens & Minor. “It is a natural expansion of our strategy to provide customers more complete and cost-effective solutions globally. Combined with the steps we are taking to reduce costs and increase efficiencies, the continued focus on core capabilities with customer-driven solutions that will allow us to remain at the forefront of connecting the world of medical products to the point-of-care.”

2014 Year-to-Date Results

For the six months ended June 30, 2014, consolidated revenues were $4.56 billion, increased approximately $79.8 million, or 1.8%, when compared to the first six months of 2013. Net income for the first half of 2014 was $45.4 million, or $0.72 per diluted share. For the year-to-date period, adjusted net income (non-GAAP), which excludes after-tax charges of $3.0 million for acquisition-related and $4.3 million for exit and realignment activities, was $52.7 million, or $0.84 per diluted share. Year-to-date results include the first-quarter recovery of $5.3 million, resulting from the settlement of a direct purchaser anti-trust class action lawsuit, which was included in other operating income.

Consolidated operating earnings for the year-to-date period of 2014 were $83.4 million, or 1.83% of revenues, compared to operating earnings of $97.9 million for the same period of 2013. Adjusted consolidated operating earnings for the year-to-date period were $94.2 million, or 2.07% of revenues, a decline of 17 basis points versus the first six months of 2013.

Asset Management

The balance of cash and cash equivalents was $92 million at June 30, 2014. For the year-to-date period of 2014, the company reported cash provided by operating activities of approximately $73 million. Asset management metrics for the quarter were strong with consolidated days sales outstanding (DSO) of 20.6 days as of June 30, 2014, compared to DSO of 20.8 days as of June 30, 2013. Consolidated inventory turns were 10.2 for the second quarter of 2014, comparable to inventory turns for the same period last year.

Segment Results

Domestic segment revenues for the second quarter of 2014 were $2.19 billion, an increase of 2% when compared to the prior year’s second quarter revenue of $2.14 billion. The increase in second quarter Domestic segment revenues resulted primarily from growth among larger healthcare provider customer accounts, partially offset by declines in revenue from smaller provider customers. For the year-to-date period, Domestic segment revenues were $4.34 billion, an increase of approximately 1% when compared to the same period last year.

For the second quarter of 2014, Domestic segment operating earnings were $48.3 million, or 2.21% of segment revenues, a decline of approximately $2.9 million, when compared to the same period of 2013. For the year-to-date period, Domestic segment operating earnings were $101.1 million, or 2.33% of segment revenues, a decline of $3.1 million, when compared to operating earnings for the same period in the prior year. For both the quarter and the year-to-date periods, the decline in Domestic segment operating earnings reflected lower benefits from supplier price changes, as well as lower margin on new and renewed customer contracts. Offsetting these negative factors were cost benefits realized from ongoing strategic initiatives designed to improve productivity and efficiency.

The International segment contributed revenue of $118 million for the second quarter of 2014 and had an operating loss of $3.6 million. For the year-to-date period, the International segment reported $226 million in revenues, and an operating loss of $6.8 million. For both the quarter and the year-to-date periods, the company attributed the International segment operating losses to operations in the United Kingdom, including increased costs associated with integrating a significant new customer and reduced customer activity.

2014 Outlook

Based on operating and financial results for the first half of 2014 and expectations for the remainder of the year, the company revised its financial guidance for the year as follows:

For 2014, the company now expects revenue growth to exceed 2% and adjusted net income per diluted share to be within a range of $1.80 to $1.90 for the year, excluding acquisition-related and exit and realignment activities.

The 2014 outlook is based on certain assumptions that are subject to the risk factors discussed in the company’s filings with the Securities & Exchange Commission.

Investor Events

Owens & Minor is scheduled to participate in investor conferences in second half of 2014; webcasts of the company’s formal presentations will be posted on the company’s corporate website:

• R.W. Baird 2014 Healthcare Conference, New York – September 3, 2014
• 2014 Morgan Stanley Global Healthcare Conference, New York – September 8-10, 2014
• 2014 Credit Suisse Healthcare Conference, Phoenix – November 11-13, 2014

Investors Conference Call & Supplemental Material

Conference Call: Owens & Minor will conduct a conference call for investors on Tuesday, July 29, 2014, at 8:00 a.m. EDT. The access code for the conference call, international dial-in and replay is #70234446. Participants may access the call at 866-393-1604. The international dial-in number is 224-357-2191. Replay: A replay of the call will be available for one week by dialing 855-859-2056. Webcast: A listen-only webcast of the call, along with supplemental information, will be available on www.owens-minor.com under “Investor Relations.”

Owens & Minor uses its website as a channel of distribution for material company information, including news releases, investor presentations and financial information. This information is routinely posted and accessible under Investor Relations at www.owens-minor.com.

Included with the press release financial tables are reconciliations of the differences between the non-GAAP financial measures presented in this news release, which exclude acquisition-related and exit and realignment charges, and their most directly comparable GAAP financial measures.

Safe Harbor Statement

Except for historical information, the matters discussed in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These risk factors are discussed in reports filed by the company with the Securities & Exchange Commission. All of this information is available at www.owens-minor.com.

The company assumes no obligation, and expressly disclaims any such obligation, to update or alter information, whether as a result of new information, future events, or otherwise.

Owens & Minor, Inc. (NYSE: OMI) is a leading healthcare logistics company dedicated to Connecting the World of Medical Products to the Point of CareTM by providing vital supply chain services to healthcare providers and manufacturers of healthcare products. Owens & Minor provides logistics services across the spectrum of medical products from disposable medical supplies to devices and implants. With logistics platforms strategically located in the United States and Europe, Owens & Minor serves markets where three quarters of global healthcare spending occurs. Owens & Minor’s customers span the healthcare market from independent hospitals to large integrated healthcare networks, as well as group purchasing organizations, healthcare products manufacturers, and the federal government. A FORTUNE 500 company, Owens & Minor is headquartered in Richmond, Virginia, and has annualized revenues exceeding $9 billion. For more information about Owens & Minor, visit the company website at www.owens-minor.com.

Owens & Minor, Inc.

Consolidated Statements of Income (unaudited)

(in thousands, except per share data)

  Three Months Ended June 30, 2014   2013 Net revenue $ 2,305,858 $ 2,236,077 Cost of goods sold 2,023,586   1,962,646   Gross margin 282,272 273,431 Selling, general and administrative expenses 225,838 212,548 Acquisition-related and exit and realignment charges 7,593 638 Depreciation and amortization 13,892 12,276 Other operating income, net (2,152 ) (2,081 ) Operating earnings 37,101 50,050 Interest expense, net 3,342   3,248   Income before income taxes 33,759 46,802 Income tax provision 13,883   17,930   Net income $ 19,876   $ 28,872     Net income per common share: Basic $ 0.32 $ 0.46 Diluted $ 0.32 $ 0.46   Six Months Ended June 30, 2014   2013 Net revenue $ 4,562,239 $ 4,482,461 Cost of goods sold 3,998,771   3,929,979   Gross margin 563,468 552,482 Selling, general and administrative expenses 451,448 430,269 Acquisition-related and exit and realignment charges 10,855 2,648 Depreciation and amortization 27,756 24,905 Other operating income, net (9,978 ) (3,274 ) Operating earnings 83,387 97,934 Interest expense, net 6,589   6,446   Income before income taxes 76,798 91,488 Income tax provision 31,436   36,518   Net income $ 45,362   $ 54,970     Net income per common share: Basic $ 0.72 $ 0.87 Diluted $ 0.72 $ 0.87

Owens & Minor, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

    June 30, 2014   December 31, 2013     Assets Current assets Cash and cash equivalents $ 92,027 $ 101,905 Accounts and notes receivable, net 545,179 572,854 Merchandise inventories 820,882 771,663 Other current assets   287,844     279,510 Total current assets 1,745,932 1,725,932 Property and equipment, net 207,140 191,961 Goodwill, net 275,975 275,439 Intangible assets, net 38,679 40,406 Other assets, net   96,085     90,304 Total assets   $ 2,363,811     $ 2,324,042 Liabilities and equity Current liabilities Accounts payable $ 698,648 $ 643,872 Accrued payroll and related liabilities 29,691 23,296 Deferred income taxes 38,951 41,613 Other current liabilities   251,015     280,398 Total current liabilities 1,018,305 989,179 Long-term debt, excluding current portion 219,098 213,815 Deferred income taxes 42,080 43,727 Other liabilities   52,943     52,278 Total liabilities 1,332,426 1,298,999 Total equity   1,031,385     1,025,043 Total liabilities and equity   $ 2,363,811     $ 2,324,042

Owens & Minor, Inc.

Consolidated Statements of Cash Flows (unaudited)

(in thousands)

  Six Months Ended June 30,     2014   2013   Operating activities: Net income $ 45,362 $ 54,970 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 27,756 24,905 Share-based compensation expense 4,190 3,449 Provision for losses on accounts and notes receivable 334 315 Deferred income tax (benefit) expense (5,151 ) 5,777 Changes in operating assets and liabilities: Accounts and notes receivable 28,477 1,789 Merchandise inventories (48,575 ) (31,176 ) Accounts payable 54,922 191,406 Net change in other assets and liabilities (32,765 ) (69,462 ) Other, net   (1,078 )   (2,794 ) Cash provided by operating activities   73,472     179,179     Investing activities: Additions to property and equipment (25,657 ) (16,221 ) Additions to computer software and intangible assets (13,166 ) (14,826 ) Proceeds from sale of investment 1,937 — Proceeds from sale of property and equipment   45     68   Cash used for investing activities   (36,841 )   (30,979 )   Financing activities: Cash dividends paid (31,564 ) (30,411 ) Repurchases of common stock (9,448 ) (8,297 ) Excess tax benefits related to share-based compensation 444 550 Proceeds from exercise of stock options 1,180 4,195 Purchase of noncontrolling interest (1,500 ) — Other, net   (4,441 )   (5,167 ) Cash used for financing activities   (45,329 )   (39,130 ) Effect of exchange rate changes on cash and cash equivalents   (1,180 )   868     Net increase (decrease) in cash and cash equivalents (9,878 ) 109,938 Cash and cash equivalents at beginning of period   101,905     97,888   Cash and cash equivalents at end of period   $ 92,027     $ 207,826  

Owens & Minor, Inc.

Financial Statistics and GAAP/Non-GAAP Reconciliations (unaudited)

(in thousands, except per share data)

      Quarter Ended (in thousands, except ratios and per share data)   6/30/2014   3/31/2014   12/31/2013   9/30/2013   6/30/2013         Consolidated operating results: Domestic $ 2,187,535 $ 2,148,915 $ 2,213,949 $ 2,175,663 $ 2,143,691 International   118,323     107,465     104,575     94,884     92,386   Net revenue   $ 2,305,858     $ 2,256,380     $ 2,318,524     $ 2,270,547     $ 2,236,077     Gross margin $ 282,272 $ 281,195 $ 291,263 $ 273,329 $ 273,431 Gross margin as a percent of revenue   12.24 %   12.46 %   12.56 %   12.04 %   12.23 %   SG&A expenses $ 225,838 $ 225,610 $ 222,043 $ 211,344 $ 212,548 SG&A expenses as a percent of revenue   9.79 %   10.00 %   9.58 %   9.31 %   9.51 %   Operating earnings, as reported (GAAP) $ 37,101 $ 46,284 $ 50,934 $ 49,215 $ 50,050 Acquisition-related and exit and realignment charges 7,593 3,262 7,049 2,747 638 Operating earnings, adjusted (Non-GAAP) $ 44,694 $ 49,546 $ 57,983 $ 51,962 $ 50,688 Operating earnings as a percent of revenue, adjusted (Non-GAAP)   1.94 %   2.20 %   2.50 %   2.29 %   2.27 %   Net income, as reported (GAAP) $ 19,876 $ 25,485 $ 27,942 $ 27,970 $ 28,872 Acquisition-related and exit and realignment charges, after-tax 5,095 2,222 5,024 1,899 412 Net income, adjusted (Non-GAAP)   $ 24,971     $ 27,707     $ 32,966     $ 29,869     $ 29,284     Net income per diluted common share, as reported (GAAP) $ 0.32 $ 0.41 $ 0.44 $ 0.44 $ 0.46 Acquisition-related and exit and realignment charges 0.08 0.03 0.08 0.03 — Net income per diluted common share, adjusted (Non-GAAP)   $ 0.40     $ 0.44     $ 0.52     $ 0.47     $ 0.46     Financing: Cash and cash equivalents $ 92,027 $ 182,373 $ 101,905 $ 153,789 $ 207,826 Total interest-bearing debt   $ 221,496     $ 217,261     $ 216,243     $ 216,850     $ 216,994     Stock information: Cash dividends per common share   $ 0.25     $ 0.25     $ 0.24     $ 0.24     $ 0.24   Stock price at quarter-end   $ 33.98     $ 35.03     $ 36.56     $ 34.59     $ 33.83  

Use of Non-GAAP Measures

This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). In general, the measures exclude items and charges that (i) management does not believe reflect Owens & Minor, Inc.'s (the "Company") core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company's performance, evaluate the balance sheet, engage in financial and operational planning and determine incentive compensation.

Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on its financial and operating results and in comparing the Company's performance to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.

Owens & Minor, Inc.

Summary Segment Information (unaudited)

(in thousands)

Three Months Ended June 30, 2014   2013   % of   % of consolidated consolidated Amount net revenue Amount net revenue Net revenue: Domestic $ 2,187,535 94.87 % $ 2,143,691 95.87 % International 118,323   5.13 % 92,386   4.13 % Consolidated net revenue $ 2,305,858   100.00 % $ 2,236,077   100.00 %     % of segment % of segment Operating earnings (loss): net revenue net revenue Domestic $ 48,317 2.21 % $ 51,245 2.39 % International (3,623 ) (3.06

)%

(557 ) (0.60 )% Acquisition-related and exit and realignment charges (7,593 ) N/A (638 ) N/A Consolidated operating earnings $ 37,101   1.61 % $ 50,050   2.24 %     Depreciation and amortization: Domestic $ 8,812 $ 8,887 International 5,080   3,389   Consolidated depreciation and amortization $ 13,892   $ 12,276       Capital expenditures: (1) Domestic $ 18,858 $ 12,872 International 5,737   3,398   Consolidated capital expenditures $ 24,595   $ 16,270       (1) Represents additions to property and equipment and additions to computer software and separately acquired intangible assets.

Owens & Minor, Inc.

Summary Segment Information (unaudited)

(in thousands)

Six Months Ended June 30, 2014   2013   % of   % of consolidated consolidated Amount net revenue Amount net revenue Net revenue: Domestic $ 4,336,451 95.05 % $ 4,298,406 95.89 % International 225,788   4.95 % 184,055   4.11 % Consolidated net revenue $ 4,562,239   100.00 % $ 4,482,461   100.00 %     % of segment % of segment Operating earnings (loss): net revenue net revenue Domestic $ 101,053 2.33 % $ 104,151 2.42 % International (6,811 ) (3.02

)%

(3,569 ) (1.94 )% Acquisition-related and exit and realignment charges (10,855 ) N/A (2,648 ) N/A Consolidated operating earnings $ 83,387   1.83 % $ 97,934   2.18 %     Depreciation and amortization: Domestic $ 17,787 $ 17,969 International 9,969   6,936   Consolidated depreciation and amortization $ 27,756   $ 24,905       Capital expenditures: (1) Domestic $ 29,033 $ 24,474 International 9,790   6,573   Consolidated capital expenditures $ 38,823   $ 31,047       June 30, 2014 December 31, 2013 Total assets: Domestic $ 1,787,026 $ 1,747,572 International 484,758   474,565   Segment assets 2,271,784 2,222,137 Cash and cash equivalents 92,027   101,905   Consolidated total assets $ 2,363,811   $ 2,324,042  

Owens & Minor, Inc.

Net Income Per Common Share (unaudited)

(in thousands, except per share data)

  Three Months Ended June 30, Six Months Ended June 30, 2014   2013 2014   2013 Numerator: Net income $ 19,876 $ 28,872 $ 45,362 $ 54,970 Less: income allocated to unvested restricted shares (159 ) (156 ) (345 ) (351 ) Net income attributable to common shareholders - basic 19,717 28,716 45,017 54,619 Add: undistributed income attributable to unvested restricted shares -basic 19 64 68 122 Less: undistributed income attributable to unvested restricted shares -diluted (19 ) (64 ) (68 ) (122 ) Net income attributable to common shareholders - diluted $ 19,717   $ 28,716   $ 45,017   $ 54,619   Denominator: Weighted average shares outstanding — basic 62,311 62,707 62,271 62,695 Dilutive shares - stock options 5   45   9   51   Weighted average shares outstanding — diluted 62,316   62,752   62,280   62,746       Net income per share attributable to common shareholders: Basic $ 0.32 $ 0.46 $ 0.72 $ 0.87 Diluted $ 0.32 $ 0.46 $ 0.72 $ 0.87

Owens & Minor, Inc.Trudi Allcott, Director, Investor & Media Relations, 804-723-7555truitt.allcott@owens-minor.comorChuck Graves, Director, Finance & Investor Relations, 804-723-7556chuck.graves@owens-minor.com