UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
 FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2015 (July 27, 2015)
 
 
 
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
Virginia
 
1-9810
 
54-1701843
(State or other jurisdiction
of incorporation
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
9120 Lockwood Blvd., Mechanicsville, Virginia
 
23116
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (804) 723-7000
Not applicable
(former name or former address, if changed since last report.)
 
 
 

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

  





Item 2.02.
Results of Operations and Financial Condition.
On July 27, 2015, Owens & Minor, Inc. (the “Company”) issued a press release regarding its financial results for the second quarter ended June 30, 2015. The Company is furnishing the press release attached hereto as Exhibit 99.1 pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1033, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02.  
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 
(b) Effective August 1, 2015, Craig R. Smith will assume the role of non-executive Chairman of the Board of Directors upon officially retiring as an employee and Executive Chairman of the Company.  In his role as non-executive Chairman of the Board, Mr. Smith will be paid $50,000 per quarter.

Item 9.01.
Financial Statements and Exhibits.
 
(c)Exhibits.
 
 
 
99.1
 
Press Release issued by the Company on July 27, 2015 (furnished pursuant to Item 2.02).








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OWENS & MINOR, INC.
 
 
 
 
Date: July 28, 2015
 
 
 
By:
 
/s/ Grace R. den Hartog
 
 
 
 
 
 
Name:
 
Grace R. den Hartog
 
 
 
 
 
 
Title:
 
Senior Vice President, General Counsel and Corporate Secretary







Exhibit Index
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Press Release issued by the Company on July 27, 2015 (furnished pursuant to Item 2.02).






                                              Exhibit 99.1

FOR IMMEDIATE RELEASE                              
July 27, 2015


Owens & Minor Releases 2nd Quarter 2015 Financial Results
 
Consolidated quarterly revenue grew 5.0% to $2.42 billion
Adjusted net income per diluted share improved 15% to $0.46 for the quarter
Year-to-date operating cash flow was $247 million
International segment reported positive operating earnings for the third consecutive quarter

Richmond, Va. - BUSINESS WIRE - July 27, 2015 - Owens & Minor, Inc. (NYSE:OMI) today reported financial results for the second quarter ended June 30, 2015, including consolidated net revenues of $2.42 billion, which improved 5.0% when compared to the prior year period. The quarterly revenue growth was driven primarily by strength in the Domestic segment. Excluding the impact of the two fourth-quarter 2014 acquisitions, quarterly consolidated revenues increased 2.9% compared to the same period last year. Quarterly net income was $24.2 million, or $0.39 per diluted share. Adjusted net income (non-GAAP), excluding after-tax charges of $1.3 million for acquisition-related and $3.5 million for exit and realignment activities, was $29.1 million, or $0.46 per diluted share, an improvement of 15% compared to last year’s second quarter. (A table providing reconciliation of reported results to adjusted (non-GAAP) measures is included below.)

Consolidated operating earnings for the second quarter of 2015 were $47.9 million, increased by $10.8 million, when compared to the second quarter last year. Adjusted consolidated operating earnings (non-GAAP) for the second quarter of 2015 were $53.6 million, or 2.21% of revenues, improved by $8.9 million when compared to the prior year period.

“We are pleased with our performance year-to-date, which gives us solid results to build upon for the rest of the year,” said P. Cody Phipps, president & chief executive officer of Owens & Minor, who joined the company on July 1, 2015. “After coming onboard in July, I began a period of intense immersion in Owens & Minor’s operations, strategy and culture, learning as much as I can about the company. I am very excited about the opportunity to work together with the leadership team as we further enhance our strategy for long-term success and profitable growth.”

2015 Year-to-Date Results

For the six months ended June 30, 2015, consolidated revenues were $4.81 billion, an increase of $251 million, or 5.5%, when compared to the first six months of 2014. Excluding the impact of the acquisitions, consolidated revenues increased 3.4% for the year-to-date period. Net income for the first half of 2015 was $43.2 million, or $0.69 per diluted share. For the year-to-date period, adjusted net income (non-GAAP), which excludes after-tax charges of $3.6 million for acquisition-related and $9.9 million for exit and realignment activities, was $56.6 million, or $0.90 per diluted share. When comparing year-to-date results to the same period last year, 2014 results included 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 2015 improved $5.4 million to $88.8 million, when compared to the same period of 2014. On an adjusted basis, consolidated operating earnings for the year-to-date period were $104.5 million, or 2.17% of revenues, an improvement of $10.2 million versus the first six months of 2014.

Asset Management
 
The balance of cash and cash equivalents was $201 million at June 30, 2015. For the year-to-date period of 2015, the company reported cash provided by operating activities of approximately $247 million compared to $73.5 million for the same period last year, primarily due to timing of payments to vendors and improvements in net working capital. Asset management metrics for the quarter were solid with consolidated days sales outstanding (DSO) of 20.4 days as

1



of June 30, 2015, compared to DSO of 20.6 days as of June 30, 2014. Consolidated inventory turns were 9.6 compared to 10.1 for 2014.

Segment Results

Domestic segment revenues for the second quarter of 2015 were $2.32 billion, an increase of 5.9% when compared to the prior year. Excluding the impact of the domestic acquisition, Domestic segment revenues grew 4.2% in the second quarter. Domestic segment revenue growth resulted primarily from growth among larger healthcare provider customer accounts and new business, which offset declines from smaller customers. For the year-to-date period of 2015, Domestic segment revenues improved 6.2% to $4.60 billion, or 4.5% excluding the impact of the 2014 acquisition.

For the second quarter of 2015, Domestic segment operating earnings improved $4.1 million to $52.4 million, or 2.26% of segment revenues. For the year-to-date period, Domestic segment operating earnings were $102.9 million, or 2.24% of segment revenues, a $1.8 million improvement, when compared to the prior year period. Year-to-date results for 2014 included the previously discussed benefit from the settlement of a direct purchaser anti-trust class action lawsuit. For both the quarter and the year-to-date periods, the Domestic segment operating earnings reflected the benefits of strong revenue growth and supplier price changes.

The International segment contributed revenues of $105 million for the second quarter of 2015 and $210 million in revenues for the year-to-date period, representing declines of $13.8 million and $15.7 million respectively. The declines were driven by the unfavorable foreign currency translation of $15.7 million and $30.5 million for the quarter and year-to-date periods. Excluding the impact of foreign exchange, the 2014 acquisition, and the late 2014 transition of a customer from a buy-sell to a fee-for-service arrangement, International segment revenues were essentially flat for the quarter and the year-to-date periods.

The International segment reported operating earnings of $1.2 million for the second quarter of 2015 and $1.6 million for the year-to-date period. In both periods, the operating earnings results represent a significant positive swing of $4.8 million for the quarter and $8.4 million for the year-to-date period, when compared to the same periods in the prior year.

“Our teams in Europe are to be commended for achieving steady progress toward our goals and a third consecutive quarter of profitability,” said Richard A. Meier, executive vice president & chief financial officer of Owens & Minor. “Operational improvements and efficiency gains across the platform contributed to success in the first half of the year.”

2015 Outlook

The company is expanding the range of its targeted adjusted net income per diluted share for the year to $1.85 to $1.95 (from the previous $1.90 to $1.95) to incorporate the impact of foreign currency and an estimated $0.05 impact from the recruitment and transition of the company’s new chief executive officer.

The 2015 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 several investor conferences in the third quarter of 2015; webcasts of the company’s formal presentations will be posted on the company’s corporate website:

Baird 2015 Healthcare Conference - New York, September 9th 
Wells Fargo Healthcare Conference - Boston, September 10th 
Morgan Stanley Global Healthcare Conference - New York, September 16th 

2




Investors Conference Call & Supplemental Material

Conference Call: Owens & Minor will conduct a conference call for investors on Tuesday, July 28, 2015, at 8:30 a.m. EDT. The access code for the conference call, international dial-in and replay is #79276970. 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.


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


3



Owens & Minor, Inc.
Consolidated Statements of Income (unaudited)
(in thousands, except per share data)



 
Three Months Ended June 30,

 
2015
 
2014
Net revenue
 
$
2,422,167

 
$
2,305,858

Cost of goods sold
 
2,123,830

 
2,023,586

Gross margin
 
298,337

 
282,272

Selling, general and administrative expenses
 
231,498

 
225,838

Acquisition-related and exit and realignment charges
 
5,707

 
7,593

Depreciation and amortization
 
15,460

 
13,892

Other operating income, net
 
(2,188
)
 
(2,152
)
Operating earnings
 
47,860

 
37,101

Interest expense, net
 
6,680

 
3,342

Income before income taxes
 
41,180

 
33,759

Income tax provision
 
16,954

 
13,883

Net income
 
$
24,226

 
$
19,876

 
 
 
 
 
Net income per common share:
 
 
 
 
Basic
 
$
0.39

 
$
0.32

Diluted
 
$
0.39

 
$
0.32

 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
2015
 
2014
Net revenue
 
$
4,813,363

 
$
4,562,239

Cost of goods sold
 
4,217,425

 
3,998,771

Gross margin
 
595,938

 
563,468

Selling, general and administrative expenses
 
465,323

 
451,448

Acquisition-related and exit and realignment charges
 
15,623

 
10,855

Depreciation and amortization
 
31,329

 
27,756

Other operating income, net
 
(5,172
)
 
(9,978
)
Operating earnings
 
88,835

 
83,387

Interest expense, net
 
13,560

 
6,589

Income before income taxes
 
75,275

 
76,798

Income tax provision
 
32,109

 
31,436

Net income
 
$
43,166

 
$
45,362

 
 
 
 
 
Net income per common share:
 
 
 
 
Basic
 
$
0.69

 
$
0.72

Diluted
 
$
0.69

 
$
0.72

 
 
 
 
 
 
 
 
 
 


4



Owens & Minor, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(in thousands)


 
 
June 30, 2015
 
December 31, 2014
 
 
 
 
 
Assets
 
 
 
 
Current assets
 
 
 
 
   Cash and cash equivalents
 
$
200,969

 
$
56,772

   Accounts and notes receivable, net
 
580,739

 
626,192

   Merchandise inventories
 
903,501

 
872,457

   Other current assets
 
275,481

 
315,285

   Total current assets
 
1,960,690

 
1,870,706

Property and equipment, net
 
219,372

 
232,979

Goodwill, net
 
421,760

 
423,276

Intangible assets, net
 
100,904

 
108,593

Other assets, net
 
92,180

 
99,852

Total assets
 
$
2,794,906

 
$
2,735,406

Liabilities and equity
 
 
 
 
Current liabilities
 
 
 
 
   Accounts payable
 
$
753,495

 
$
608,846

   Accrued payroll and related liabilities
 
34,797

 
31,507

   Deferred income taxes
 
41,378

 
37,979

   Other current liabilities
 
288,432

 
326,223

   Total current liabilities
 
1,118,102

 
1,004,555

Long-term debt, excluding current portion
 
574,623

 
608,551

Deferred income taxes
 
62,282

 
63,901

Other liabilities
 
62,772

 
67,561

   Total liabilities
 
1,817,779

 
1,744,568

Total equity
 
977,127

 
990,838

Total liabilities and equity
 
$
2,794,906

 
$
2,735,406


5



Owens & Minor, Inc.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 
 
Six Months Ended June 30,
 
 
2015
 
2014
 
 
 
 
 
Operating activities:
 
 
 
 
Net income
 
$
43,166

 
$
45,362

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
36,138

 
27,756

Share-based compensation expense
 
5,048

 
4,190

Provision for losses on accounts and notes receivable
 
41

 
334

Deferred income tax (benefit) expense
 
2,992

 
(5,151
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts and notes receivable
 
41,622

 
28,477

Merchandise inventories
 
(31,866
)
 
(48,575
)
Accounts payable
 
145,682

 
54,922

Net change in other assets and liabilities
 
2,771

 
(32,765
)
Other, net
 
1,196

 
(1,078
)
Cash provided by operating activities
 
246,790

 
73,472

 
 
 
 
 
Investing activities:
 
 
 
 
Additions to property and equipment
 
(12,009
)
 
(25,657
)
Additions to computer software and intangible assets
 
(10,816
)
 
(13,166
)
Proceeds from sale of investment
 

 
1,937

Proceeds from sale of property and equipment
 
837

 
45

Cash used for investing activities
 
(21,988
)
 
(36,841
)
 
 
 
 
 
Financing activities:
 
 
 
 
Change in bank overdraft
 
1,530

 

Repayment of revolving credit facility
 
(33,700
)
 

Cash dividends paid
 
(31,867
)
 
(31,564
)
Repurchases of common stock
 
(7,440
)
 
(9,448
)
Excess tax benefits related to share-based compensation
 
457

 
444

Proceeds from exercise of stock options
 

 
1,180

Purchase of noncontrolling interest
 

 
(1,500
)
Other, net
 
(5,112
)
 
(4,441
)
Cash used for financing activities
 
(76,132
)
 
(45,329
)
Effect of exchange rate changes on cash and cash equivalents
 
(4,473
)
 
(1,180
)
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
144,197

 
(9,878
)
Cash and cash equivalents at beginning of period
 
56,772

 
101,905

Cash and cash equivalents at end of period
 
$
200,969

 
$
92,027


6



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)
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
 
6/30/2014
 
 
 
 
 
 
 
 
 
 
 
Consolidated operating results:
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
2,317,661

 
$
2,285,635

 
$
2,353,321

 
$
2,262,081

 
$
2,187,535

International
 
104,506

 
105,561

 
138,496

 
124,045

 
118,323

Net revenue
 
$
2,422,167

 
$
2,391,196

 
$
2,491,817

 
$
2,386,126

 
$
2,305,858

 
 
 
 
 
 
 
 
 
 
 
Gross margin
 
$
298,337

 
$
297,601

 
$
314,015

 
$
292,483

 
$
282,272

Gross margin as a percent of revenue
 
12.32
%
 
12.45
%
 
12.60
%
 
12.26
%
 
12.24
%
 
 
 
 
 
 
 
 
 
 
 
SG&A expenses
 
$
231,498

 
$
233,825

 
$
244,152

 
$
231,377

 
$
225,838

SG&A expenses as a percent of revenue
 
9.56
%
 
9.78
%
 
9.80
%
 
9.70
%
 
9.79
%
 
 
 
 
 
 
 
 
 
 
 
Operating earnings, as reported (GAAP)
 
$
47,860

 
$
40,975

 
$
40,773

 
$
35,377

 
$
37,101

Acquisition-related charges (1)
 
1,786

 
2,605

 
7,394

 
4,565

 
3,490

Exit and realignment charges (2)
 
3,921

 
7,311

 
10,594

 
9,392

 
4,103

Fair value adjustments related to purchase accounting (3)
 

 

 
(3,706
)
 

 

Other (4)
 

 

 
3,907

 

 

Operating earnings, adjusted (Non-GAAP)
 
$
53,567

 
$
50,891

 
$
58,962

 
$
49,334

 
$
44,694

Operating earnings as a percent of revenue, adjusted (Non-GAAP)
 
2.21
%
 
2.13
%
 
2.37
%
 
2.07
%
 
1.94
%
 
 
 
 
 
 
 
 
 
 
 
Net income, as reported (GAAP)
 
$
24,226

 
$
18,940

 
$
13,987

 
$
7,155

 
$
19,876

Acquisition-related charges, after-tax (1)
 
1,349

 
2,257

 
6,211

 
3,543

 
2,504

Exit and realignment charges, after-tax (2)
 
3,520

 
6,335

 
11,477

 
6,754

 
2,591

Fair value adjustments related to purchase accounting, after-tax (3)
 

 

 
(4,703
)
 

 

Other, after-tax (4)
 

 

 
3,907

 

 

Loss on early retirement of debt, after-tax (5)
 

 

 

 
9,092

 

Net income, adjusted (Non-GAAP)
 
$
29,095

 
$
27,532

 
$
30,879

 
$
26,544

 
$
24,971

 
 
 
 
 
 
 
 
 
 
 
Net income per diluted common share, as reported (GAAP)
 
$
0.39

 
$
0.30

 
$
0.22

 
$
0.11

 
$
0.32

Acquisition-related charges, after-tax (1)
 
0.02

 
0.03

 
0.10

 
0.06

 
0.04

Exit and realignment charges, after-tax (2)
 
0.05

 
0.11

 
0.18

 
0.11

 
0.04

Fair value adjustments related to purchase accounting, after-tax (3)
 

 

 
(0.07
)
 

 

Other, after-tax (4)
 

 

 
0.06

 

 

Loss on early retirement of debt, after tax (5)
 

 

 

 
0.14

 

Net income per diluted common share, adjusted (Non-GAAP)
 
$
0.46

 
$
0.44

 
$
0.49

 
$
0.42

 
$
0.40

 
 
 
 
 
 
 
 
 
 
 
Financing:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
200,969

 
$
159,056

 
$
56,772

 
$
610,147

 
$
92,027

Total interest-bearing debt
 
$
579,415

 
$
579,505

 
$
613,809

 
$
766,283

 
$
221,496

 
 
 
 
 
 
 
 
 
 
 
Stock information:
 
 
 
 
 
 
 
 
 
 
Cash dividends per common share
 
$
0.2525

 
$
0.2525

 
$
0.25

 
$
0.25

 
$
0.25

Stock price at quarter-end
 
$
34.00

 
$
33.84

 
$
35.11

 
$
32.74

 
$
33.98


7




Owens & Minor, Inc.
Financial Statistics and GAAP/Non-GAAP Reconciliations (unaudited)

The following items in the current quarter have been excluded in our non-GAAP financial measures:
(1) Acquisition-related charges in the quarters ended June 30, 2015 and March 31, 2015 consist primarily of costs to continue the integration of Medical Action and ArcRoyal which were acquired in the fourth quarter of 2014 including certain severance and contractual payments to former management and costs to transition information technology and other administrative functions. Charges incurred in 2014 related primarily to costs to perform due diligence and analysis related to the Medical Action and Arc Royal acquisitions, costs to complete the transactions, and costs to begin the integration of the acquired operations (including certain severance and contractual payments to former management) as well as certain costs in Movianto to resolve issues and claims with the former owner.
(2) Exit and realignment charges in 2015 and 2014 were associated with optimizing our operations and include the consolidation of distribution and logistics centers and closure of offsite warehouses in the United States and Europe, as well as other costs associated with our strategic organizational realignment which include certain professional fees and costs to streamline administrative functions and processes in Europe.
(3) The fourth quarter of 2014 included a gain of $6.7 million (pretax) recorded in other operating income, net from a fair value adjustment to contingent consideration related to the Movianto acquisition purchase price, offset by the incremental charge to cost of goods sold of $3.0 million (pretax) from purchase accounting impacts related to the sale of acquired inventory that was written up to fair value in connection with the 2014 acquisitions.
(4) The fourth quarter of 2014 included a loss in other operating income, net related to an accrual for the settlement amount of a contract claim in the United Kingdom for $3.9 million (pretax).
(5) In 2014, we repaid our 2016 Notes and recorded a net loss on the early retirement of $14.9 million (pretax), which included the redemption premium offset by the recognition of a gain on previously settled interest rate swaps.
These charges have been tax effected in the preceding table by determining the income tax rate depending on the amount of charges incurred in different tax jurisdictions and the deductibility of those charges for income tax purposes.

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.

8



Owens & Minor, Inc.
Summary Segment Information (unaudited)
(in thousands)
 
Three Months Ended June 30,
 
2015
 
2014
 
 
 
% of
 
 
 
 % of
 
 
 
consolidated
 
 
 
consolidated
 
Amount
 
net revenue
 
Amount
 
 net revenue
Net revenue:
 
 
 
 
 
 
 
Domestic
$
2,317,661

 
95.69
%
 
$
2,187,535

 
94.87
 %
International
104,506

 
4.31
%
 
118,323

 
5.13
 %
Consolidated net revenue
$
2,422,167

 
100.00
%
 
$
2,305,858

 
100.00
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of segment
 
 
 
% of segment
Operating earnings (loss):
 
 
net revenue
 
 
 
net revenue
Domestic
$
52,390

 
2.26
%
 
$
48,317

 
2.21
 %
International
1,177

 
1.13
%
 
(3,623
)
 
(3.06
)%
Acquisition-related and exit and realignment charges (1)
(5,707
)
 
N/A

 
(7,593
)
 
N/A

Consolidated operating earnings
$
47,860

 
1.98
%
 
$
37,101

 
1.61
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
Domestic
$
10,504

 
 
 
$
8,812

 
 
International
5,277

 
 
 
5,080

 
 
Consolidated depreciation and amortization
$
15,781

 
 
 
$
13,892

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures: (2)
 
 
 
 
 
 
 
Domestic
$
3,384

 
 
 
$
18,858

 
 
International
7,875

 
 
 
5,737

 
 
Consolidated capital expenditures
$
11,259

 
 
 
$
24,595

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9



Owens & Minor, Inc.
Summary Segment Information (unaudited)
(in thousands)
 
Six Months Ended June 30,
 
2015
 
2014
 
 
 
% of
 
 
 
 % of
 
 
 
consolidated
 
 
 
consolidated
 
Amount
 
net revenue
 
Amount
 
 net revenue
Net revenue:
 
 
 
 
 
 
 
Domestic
$
4,603,296

 
95.64
%
 
$
4,336,451

 
95.05
 %
International
210,067

 
4.36
%
 
225,788

 
4.95
 %
Consolidated net revenue
$
4,813,363

 
100.00
%
 
$
4,562,239

 
100.00
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of segment
 
 
 
% of segment
Operating earnings (loss):
 
 
net revenue
 
 
 
net revenue
Domestic
$
102,901

 
2.24
%
 
$
101,053

 
2.33
 %
International
1,557

 
0.74
%
 
(6,811
)
 
(3.02
)%
Acquisition-related and exit and realignment charges (1)
(15,623
)
 
N/A

 
(10,855
)
 
N/A

Consolidated operating earnings
$
88,835

 
1.85
%
 
$
83,387

 
1.83
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
Domestic
$
21,242

 
 
 
$
17,787

 
 
International
10,708

 
 
 
9,969

 
 
Consolidated depreciation and amortization
$
31,950

 
 
 
$
27,756

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures: (2)
 
 
 
 
 
 
 
Domestic
$
12,035

 
 
 
$
29,033

 
 
International
10,790

 
 
 
9,790

 
 
Consolidated capital expenditures
$
22,825

 
 
 
$
38,823

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
 
 
December 31, 2014
 
 
Total assets:
 
 
 
 
 
 
 
Domestic
$
2,130,996

 
 
 
$
2,139,972

 
 
International
462,941

 
 
 
538,662

 
 
Segment assets
2,593,937

 
 
 
2,678,634

 
 
Cash and cash equivalents
200,969

 
 
 
56,772

 
 
Consolidated total assets
$
2,794,906

 
 
 
$
2,735,406

 
 
 
 
 
 
 
 
 
 
(1) The three and six months ended June 30, 2015 include $1.2 million and $4.2 million, respectively in accelerated amortization related to an information system that is being replaced.
(2) Represents additions to property and equipment and additions to computer software and separately acquired intangible assets.



10



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,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Net income
$
24,226

 
$
19,876

 
$
43,166

 
$
45,362

Less: income allocated to unvested restricted shares
(195
)
 
(159
)
 
(359
)
 
(345
)
Net income attributable to common shareholders - basic
24,031

 
19,717

 
42,807

 
45,017

Add: undistributed income attributable to unvested restricted shares -basic
42

 
19

 
63

 
68

Less: undistributed income attributable to unvested restricted shares -diluted
(42
)
 
(19
)
 
(63
)
 
(68
)
Net income attributable to common shareholders - diluted
$
24,031

 
$
19,717

 
$
42,807

 
$
45,017

Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding — basic
62,226

 
62,311

 
62,281

 
62,271

Dilutive shares - stock options

 
5

 
1

 
9

Weighted average shares outstanding — diluted
62,226

 
62,316

 
62,282

 
62,280

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share attributable to common shareholders:
 
 
 
 
 
 
 
Basic
$
0.39

 
$
0.32

 
$
0.69

 
$
0.72

Diluted
$
0.39

 
$
0.32

 
$
0.69

 
$
0.72



11
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