8-K
ACCENDRA HEALTH INC/VA/ (ACH)
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): February 20, 2024
Owens & Minor, Inc .
(Exact name of registrant as specified in its charter)
| | | | |
|---|---|---|---|
| Virginia | 001-09810 | | 54-1701843 |
| (State or other jurisdiction of | (Commission | | (I.R.S. Employer |
| incorporation or organization) | File Number) | | Identification No.) |
| | | | |
| 9120 Lockwood Boulevard ,<br><br>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 |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ◻
Item 2.02Results of Operations and Financial Condition.
On February 20, 2024, Owens & Minor, Inc. (the “Company”) issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2023. 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 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01Regulation FD Disclosure.
On February 20, 2024, the Company posted an earnings presentation on the Investor Relations section of its website. The Company is furnishing the earnings presentation attached hereto as Exhibits 99.2 pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.2, 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 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
| 99.1 | Press Release issued by the Company on February 20, 2024, announcing fourth quarter and fiscal year 2023 results (furnished pursuant to Item 2.02) | |
|---|---|---|
| 99.2 | | Earnings Presentation dated February 20, 2024 (furnished pursuant to Item 7.01) |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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: February 20, 2024 | By: | /s/ Heath H. Galloway | |
| | Name: | | Heath H. Galloway |
| | Title: | | Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
Owens & Minor Reports Fourth Quarter and Full Year 2023 Financial Results
Business Delivered Strong Operating Margin Improvement in Fourth Quarter
Robust Full Year Operating Cash Flow Generation Enabled Significant Debt Reduction
RICHMOND, VA – February 20, 2024 – Owens & Minor, Inc. (NYSE: OMI) **** today reported financial results for the fourth quarter and year ended December 31, 2023.
Full Year 2023 Key Highlights:
| ● | Consolidated revenue of $10.3 billion |
|---|---|
| ● | Delivered $741 million of operating cash flow |
| --- | --- |
| ● | Reduced total debt by $403 million and reduced net debt by $577 million |
| --- | --- |
| ● | Net loss per common share of $(0.54) and adjusted net income per common share of $1.36 |
| --- | --- |
“We once again delivered on our commitments and had a strong finish to 2023, demonstrated by our top-line growth across both business segments, robust profit growth and exceptional operating cash flow which allowed us to further strengthen our balance sheet,” said Edward A. Pesicka, President & Chief Executive Officer of Owens & Minor. “Our Patient Direct segment continued to outperform the market, showcasing the ongoing effectiveness of our go-to-market strategies on top of the healthy demand for home-based care. Our Products and Healthcare Services segment displayed meaningful sequential revenue and profit improvements resulting from our intense focus and execution of our strategic initiatives."
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial Summary (1) | | | | | | | FYE | | FYE | ||
| ( in millions, except per share data) | 4Q23 | **** | 4Q22 | **** | 2023 | **** | 2022 | ||||
| | | | | | | | | | | | |
| Revenue | $ | 2,656 | | $ | 2,551 | | $ | 10,334 | | $ | 9,955 |
| | | | | | | | | | | | |
| Operating income (loss), GAAP | $ | 60.0 | | $ | (53.5) | | $ | 104.5 | | $ | 142.9 |
| Adj. Operating Income, Non-GAAP | $ | 110.8 | | $ | 67.2 | | $ | 304.7 | | $ | 369.1 |
| | | | | | | | | | | | |
| Net income (loss), GAAP | $ | 17.8 | | $ | (58.0) | | $ | (41.3) | | $ | 22.4 |
| Adj. Net Income, Non-GAAP | $ | 53.6 | | $ | 21.7 | | $ | 105.5 | | $ | 184.2 |
| | | | | | | | | | | | |
| Adj. EBITDA, Non-GAAP | $ | 169.6 | | $ | 130.4 | | $ | 525.8 | | $ | 543.7 |
| | | | | | | | | | | | |
| Net income (loss) per common share, GAAP | $ | 0.23 | | $ | (0.77) | | $ | (0.54) | | $ | 0.29 |
| Adj. Net Income per share, Non-GAAP | $ | 0.69 | | $ | 0.28 | | $ | 1.36 | | $ | 2.42 |
All values are in US Dollars.
^(1)^ Reconciliations of the differences between the non-GAAP financial measures presented in this release and their most directly comparable GAAP financial measures are included in the tables below.
1
Fourth Quarter Results and Business Highlights
| ● | Consolidated revenue of $2.7 billion in the fourth quarter of 2023, an increase of 4% as compared to the fourth quarter of 2022 |
|---|---|
| o | Patient Direct revenue of $664 million, up 8% compared to the fourth quarter of 2022 from strong growth in a number of product categories |
| --- | --- |
| o | Products & Healthcare Services revenue of nearly $2 billion, up 3% compared to the fourth quarter of 2022, with growth in both the Medical Distribution and Global Products divisions |
| --- | --- |
| ● | Fourth quarter 2023 operating income of $60 million and Adjusted Operating Income of $111 million |
| --- | --- |
| o | On a GAAP basis operating income margin expanded by 436 basis points while adjusted operating income margin expanded by 154 basis points. This expansion was primarily driven by a larger income contribution from the Patient Direct segment. |
| --- | --- |
| o | Both Patient Direct and Products & Healthcare Services delivered increases in Segment Income both year over year and sequentially from the third quarter to the fourth quarter of 2023 |
| --- | --- |
| ● | Generated $112 million of operating cash flow in the fourth quarter driven by strong working capital improvement and operating results |
| --- | --- |
| ● | Reduced total debt by $49 million and net debt by $76 million for the fourth quarter |
| --- | --- |
2024 Financial Outlook
The Company issued its outlook for 2024; summarized below:
| ● | Revenue for 2024 to be in a range of $10.5 billion to $10.9 billion |
|---|
| ● | Adjusted EBITDA for 2024 to be in a range of $550 million to $590 million |
|---|
| ● | Adjusted EPS for 2024 to be in a range of $1.40 to $1.70 |
|---|
The Company’s outlook for 2024 contains assumptions, including current expectations regarding the impact of general economic conditions, including inflation, and the continuation of pressure on pricing and demand in our Products & Healthcare Services segment. Key assumptions supporting the Company’s 2024 financial guidance include:
| ● | Gross margin rate of 21.0% to 21.5% |
|---|---|
| ● | Interest expense of $141 to $146 million |
| --- | --- |
| ● | Adjusted effective tax rate of 27.5% to 28.5% |
| --- | --- |
| ● | Diluted weighted average shares of ~78.5 million |
| --- | --- |
| ● | Capital expenditures of $220 to $240 million |
| --- | --- |
| ● | Stable commodity prices |
| --- | --- |
| ● | FX rates as of 12/31/2023 |
| --- | --- |
Although the Company does provide guidance for adjusted EBITDA and adjusted EPS (which are non-GAAP financial measures), it is not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amounts are not predictable, making it impracticable for the Company to forecast. Such elements include, but are not limited to, restructuring and acquisition charges, which could have a significant and unpredictable impact on our GAAP results. As a result, no GAAP guidance 2
or reconciliation of the Company’s adjusted EBITDA guidance or adjusted EPS guidance is provided. The outlook is based on certain assumptions that are subject to the risk factors discussed in the Company’s filings with the SEC.
Investor Conference Call for Fourth Quarter and Full Year 2023 Financial Results
Owens & Minor executives will host a conference call for investors and analysts on Tuesday, February 20, 2024, at 8:30 a.m. ET. Participants may access the call via the toll-free dial-in number at 1-888-300-2035, or the toll dial-in number at 1-646-517-7437. The conference ID access code is 1058917.
All interested stakeholders are encouraged to access the simultaneous live webcast by visiting the investor relations page of the Owens & Minor website available at investors.owens-minor.com/events-and-presentations/. A replay of the webcast can be accessed following the presentation at the link provided above.
Safe Harbor ****
This release is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the SEC's Fair Disclosure Regulation. This release contains certain ''forward-looking'' statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the statements in this release regarding our future prospects and performance, including our expectations with respect to our 2024 financial performance, our Operating Model Realignment Program and other cost-saving initiatives, future indebtedness and growth, industry trends, as well as statements related to our expectations regarding the performance of its business, including the results of our Operating Model Realignment Program and our ability to address macro and market conditions. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Investors should refer to Owens & Minor’s Annual Report on Form 10-K for the year ended December 31, 2023, expected to be filed with the SEC on or around February 20, 2024, including the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause the Company’s actual results to differ materially from its current estimates. These filings are available at www.owens-minor.com. Given these risks and uncertainties, Owens & Minor can give no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. Owens & Minor specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
About Owens & Minor
Owens & Minor, Inc. (NYSE: OMI) is a Fortune 500 global healthcare solutions company providing essential products and services that support care from the hospital to the home. For over 100 years, Owens & Minor and its affiliated brands, Apria®, Byram® and HALYARD*, have helped to make each day better for the patients, providers, and communities we serve. Powered by more than 20,000 teammates worldwide, Owens & Minor delivers comfort and confidence behind the scenes so healthcare stays at the forefront. Owens & Minor exists because every day, everywhere, Life Takes Care™. For more information about Owens & Minor and our affiliated brands, visit owens-minor.com or follow us on LinkedIn and Instagram.
*Registered Trademark or Trademark of O&M Halyard or its affiliates.
3
Owens & Minor, Inc.
Consolidated Statements of Operations (unaudited)
(dollars in thousands, except per share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | ||||
| | **** | 2023 | **** | 2022 | ||
| Net revenue | | $ | 2,656,150 | | $ | 2,551,107 |
| Cost of goods sold | | | 2,086,227 | | | 2,143,987 |
| Gross margin | | **** | 569,923 | | 407,120 | |
| Distribution, selling and administrative expenses | | | 457,225 | | | 432,467 |
| Acquisition-related charges and intangible amortization | | | 26,427 | | | 26,345 |
| Exit and realignment charges | | | 24,310 | | | 2,018 |
| Other operating expense (income), net | | | 1,940 | | | (231) |
| Operating income (loss) | | **** | 60,021 | | (53,479) | |
| Interest expense, net | | | 36,863 | | | 41,164 |
| Loss on extinguishment of debt | | | 860 | | | — |
| Other expense, net | | | 1,301 | | | 783 |
| Income (loss) before income taxes | | **** | 20,997 | | (95,426) | |
| Income tax provision (benefit) | | **** | 3,213 | | (37,435) | |
| Net income (loss) | | $ | 17,784 | | $ | (57,991) |
| | | | | | | |
| Net income (loss) per common share: | | | ||||
| Basic | | $ | 0.23 | | $ | (0.77) |
| Diluted | | $ | 0.23 | | $ | (0.77) |
4
Owens & Minor, Inc.
Consolidated Statements of Operations (unaudited)
(dollars in thousands, except per share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||
| | **** | 2023 | **** | 2022 | ||
| Net revenue | | $ | 10,333,967 | | $ | 9,955,475 |
| Cost of goods sold | | **** | 8,208,806 | | 8,129,124 | |
| Gross margin | | **** | 2,125,161 | | 1,826,351 | |
| Distribution, selling and administrative expenses | | **** | 1,813,559 | | 1,554,821 | |
| Acquisition-related charges and intangible amortization | | **** | 101,037 | | 126,972 | |
| Exit and realignment charges | | **** | 99,127 | | 6,897 | |
| Other operating expense (income), net | | **** | 6,930 | | (5,252) | |
| Operating income | | **** | 104,508 | | 142,913 | |
| Interest expense, net | | **** | 157,915 | | 128,891 | |
| Gain on extinguishment of debt | | | (3,518) | | | — |
| Other expense, net | | **** | 4,837 | | 3,131 | |
| (Loss) income before income taxes | | **** | (54,726) | | 10,891 | |
| Income tax benefit | | **** | (13,425) | | (11,498) | |
| Net (loss) income | | $ | (41,301) | | $ | 22,389 |
| | | | | | | |
| Net (loss) income per common share: | | **** | | |||
| Basic | | $ | (0.54) | | $ | 0.30 |
| Diluted | | $ | (0.54) | | $ | 0.29 |
5
Owens & Minor, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(dollars in thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | December 31, | **** | December 31, | ||
| | **** | 2023 | **** | 2022 | ||
| Assets | | | | | ||
| Current assets | | | | | ||
| Cash and cash equivalents | | $ | 243,037 | | $ | 69,467 |
| Accounts receivable, net | | **** | 598,257 | | 763,497 | |
| Merchandise inventories | | **** | 1,110,606 | | 1,333,585 | |
| Other current assets | | **** | 150,890 | | 128,636 | |
| Total current assets | | **** | 2,102,790 | | 2,295,185 | |
| Property and equipment, net | | **** | 543,972 | | 578,269 | |
| Operating lease assets | | **** | 296,533 | | 280,665 | |
| Goodwill | | **** | 1,638,846 | | 1,636,705 | |
| Intangible assets, net | | **** | 361,835 | | 445,042 | |
| Other assets, net | | **** | 149,346 | | 150,417 | |
| Total assets | | $ | 5,093,322 | | $ | 5,386,283 |
| Liabilities and equity | | | ||||
| Current liabilities | | | ||||
| Accounts payable | | $ | 1,171,882 | | $ | 1,147,414 |
| Accrued payroll and related liabilities | | **** | 116,398 | | 93,296 | |
| Current portion of long-term debt | | | 206,904 | | | 17,906 |
| Other current liabilities | | **** | 396,701 | | 307,850 | |
| Total current liabilities | | **** | 1,891,885 | | 1,566,466 | |
| Long-term debt, excluding current portion | | **** | 1,890,598 | | 2,482,968 | |
| Operating lease liabilities, excluding current portion | | **** | 222,429 | | 215,469 | |
| Deferred income taxes, net | | **** | 41,652 | | 60,833 | |
| Other liabilities | | **** | 122,592 | | 114,943 | |
| Total liabilities | | **** | 4,169,156 | | 4,440,679 | |
| Total equity | | **** | 924,166 | | 945,604 | |
| Total liabilities and equity | | $ | 5,093,322 | | $ | 5,386,283 |
6
Owens & Minor, Inc.
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | ||||
| | **** | 2023 | **** | 2022 | ||
| Operating activities: | | | ||||
| Net income (loss) | | $ | 17,784 | | $ | (57,991) |
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | | | ||||
| Depreciation and amortization | | **** | 70,737 | | 73,229 | |
| Share-based compensation expense | | **** | 5,801 | | 5,228 | |
| Loss on extinguishment of debt | | **** | 860 | | — | |
| Deferred income tax benefit | | **** | (7,333) | | (29,352) | |
| Benefit for losses on accounts receivable | | **** | (927) | | (1,974) | |
| Changes in operating lease right-of-use assets and lease liabilities | | **** | 1,470 | | (569) | |
| Gain on sale and dispositions of property and equipment | | **** | (8,420) | | (9,258) | |
| Changes in operating assets and liabilities: | | | ||||
| Accounts receivable | | **** | 89,384 | | (6,316) | |
| Merchandise inventories | | **** | (22,719) | | 173,382 | |
| Accounts payable | | **** | (15,341) | | (16,772) | |
| Net change in other assets and liabilities | | **** | (22,497) | | (46,121) | |
| Other, net | | **** | 2,966 | | 3,475 | |
| Cash provided by operating activities | | **** | 111,765 | | 86,961 | |
| Investing activities: | | | ||||
| Additions to property and equipment | | **** | (50,392) | | (48,815) | |
| Additions to computer software | | **** | (5,933) | | (2,619) | |
| Proceeds from sale of property and equipment | | **** | 17,929 | | 18,663 | |
| Other, net | | **** | (518) | | — | |
| Cash used for investing activities | | **** | (38,914) | | (32,771) | |
| Financing activities: | | | ||||
| Borrowings under amended Receivables Financing Agreement | | **** | — | | 324,600 | |
| Repayments under amended Receivables Financing Agreement | | **** | — | | (385,600) | |
| Repayments of debt | | **** | (50,504) | | (1,500) | |
| Other, net | | **** | (711) | | (980) | |
| Cash used for financing activities | | **** | (51,215) | | (63,480) | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | **** | 1,128 | | 2,267 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | **** | 22,764 | | (7,023) | |
| Cash, cash equivalents and restricted cash at beginning of period | | **** | 250,160 | | 93,208 | |
| Cash, cash equivalents and restricted cash at end of period^(1)^ | | $ | 272,924 | | $ | 86,185 |
| Supplemental disclosure of cash flow information: | | | ||||
| Income taxes paid, net | | $ | 515 | | $ | 405 |
| Interest paid | | $ | 52,168 | | $ | 45,133 |
| Noncash investing activity: | | | ||||
| Unpaid purchases of property and equipment and computer software at end of period | | $ | 77,279 | | $ | 67,852 |
^(1)^ Restricted cash as of December 31, 2023 and September 30, 2023 was $29.9 million and $35.0 million, includes amounts 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) initiatives related to wind-down costs of Fusion5. Restricted cash as of December 31, 2023 and September 30, 2023 also includes $13.5 million and $18.6 million of restricted cash deposits received under the Master Receivables Purchase Agreement to be remitted to a third-party financial institution. 7
Owens & Minor, Inc.
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Years Ended December 31, | ||||
| | **** | 2023 | **** | 2022 | ||
| Operating activities: | | | ||||
| Net (loss) income | | $ | (41,301) | | $ | 22,389 |
| Adjustments to reconcile net (loss) income to cash provided by operating activities: | | **** | | | ||
| Depreciation and amortization | | **** | 287,377 | | | 228,667 |
| Share-based compensation expense | | **** | 23,218 | | | 20,993 |
| Gain on extinguishment of debt | | **** | (3,518) | | | — |
| Deferred income tax benefit | | **** | (23,648) | | | (26,361) |
| (Benefit) provision for losses on accounts receivable | | **** | (1,414) | | | 3,315 |
| Changes in operating lease right-of-use assets and lease liabilities | | (47) | | | 353 | |
| Gain on sale and dispositions of property and equipment | | **** | (34,882) | | | (26,260) |
| Changes in operating assets and liabilities, net of acquisitions: | | **** | **** | | | |
| Accounts receivable | | **** | 166,581 | | | 1,101 |
| Merchandise inventories | | **** | 224,338 | | | 166,559 |
| Accounts payable | | **** | 30,997 | | | 13,652 |
| Net change in other assets and liabilities | | | 100,370 | | | (91,544) |
| Other, net | | | 12,639 | | | 12,142 |
| Cash provided by operating activities | | **** | 740,710 | | 325,006 | |
| Investing activities: | | | ||||
| Acquisition, net of cash acquired | | **** | — | | (1,684,607) | |
| Additions to property and equipment | | **** | (190,870) | | (158,090) | |
| Additions to computer software | | **** | (17,022) | | (8,492) | |
| Proceeds from sale of property and equipment | | **** | 71,574 | | 48,383 | |
| Other, net | | **** | (936) | | (1,670) | |
| Cash used for investing activities | | **** | (137,254) | | (1,804,476) | |
| Financing activities: | | | ||||
| Borrowings under amended Receivables Financing Agreement | | **** | 476,000 | | 1,022,300 | |
| Repayments under amended Receivables Financing Agreement | | **** | (572,000) | | (1,156,300) | |
| Repayments of debt | | **** | (320,693) | | (4,500) | |
| Proceeds from issuance of debt | | **** | — | | 1,691,000 | |
| Borrowings under revolving credit facility, net and Receivables Financing Agreement | | **** | — | | 30,000 | |
| Financing costs paid | | | — | | | (42,602) |
| Other, net | | **** | (637) | | (42,793) | |
| Cash (used for) provided by financing activities | | **** | (417,330) | | 1,497,105 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | **** | 613 | | (3,485) | |
| Net increase in cash, cash equivalents and restricted cash | | **** | 186,739 | | 14,150 | |
| Cash, cash equivalents and restricted cash at beginning of period | | **** | 86,185 | | 72,035 | |
| Cash, cash equivalents and restricted cash at end of period^(1)^ | | $ | 272,924 | | $ | 86,185 |
| Supplemental disclosure of cash flow information: | | | ||||
| Income taxes (received) paid, net | | $ | (6,283) | | $ | 33,973 |
| Interest paid | | $ | 153,247 | | $ | 107,022 |
| Noncash investing activity: | | | ||||
| Unpaid purchases of property and equipment and computer software at end of period | | $ | 77,279 | | $ | 67,852 |
^(1)^ Restricted cash as of December 31, 2023 and 2022 was $29.9 million and $16.7 million, primarily held in an escrow account as required by the CMS in conjunction with the BPCI initiatives related to wind-down costs of Fusion5. Restricted cash as of December 31, 2023 also includes $13.5 million of restricted cash deposits received under the Master Receivables Purchase Agreement to be remitted to a third-party financial institution. 8
Owens & Minor, Inc.
Summary Segment Information (unaudited)
(dollars in thousands)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | |||||||||
| | | 2023 | | 2022 | |||||||
| | | **** | % of | **** | | **** | % of | ||||
| | | | | | consolidated | | | | | consolidated | |
| | | Amount | | net revenue | | Amount | | net revenue | |||
| Net revenue: | | | | ||||||||
| Products & Healthcare Services | | $ | 1,991,716 | **** | 74.99 | % | $ | 1,933,612 | 75.80 | % | |
| Patient Direct | | **** | 664,434 | **** | 25.01 | % | 617,495 | 24.20 | % | ||
| Consolidated net revenue | | $ | 2,656,150 | **** | 100.00 | % | $ | 2,551,107 | 100.00 | % | |
| | | | | | | | | | | | |
| | | | | **** | % of segment | | | | % of segment | | |
| Operating income: | | **** | net revenue | | net revenue | | |||||
| Products & Healthcare Services | | $ | 33,244 | **** | 1.67 | % | $ | 1,202 | 0.06 | % | |
| Patient Direct | | **** | 77,514 | **** | 11.67 | % | 65,957 | 10.68 | % | ||
| Acquisition-related charges and intangible amortization | | **** | (26,427) | | (26,345) | | |||||
| Exit and realignment charges | | **** | (24,310) | | (2,018) | | |||||
| Inventory valuation adjustment^(1)^ | | | — | | | | | (92,275) | | | |
| Consolidated operating income | | $ | 60,021 | **** | | | $ | (53,479) | | | |
| | | | | | | | | | | | |
| Depreciation and amortization: | | | | ||||||||
| Products & Healthcare Services | | $ | 19,647 | | $ | 20,214 | | ||||
| Patient Direct | | **** | 51,090 | | 53,015 | | |||||
| Consolidated depreciation and amortization | | $ | 70,737 | | $ | 73,229 | | ||||
| | | | | | | | | | | | |
| Capital expenditures: | | | | ||||||||
| Products & Healthcare Services | | $ | 11,405 | | $ | 11,020 | | ||||
| Patient Direct | | **** | 44,920 | | 40,414 | | |||||
| Consolidated capital expenditures | | $ | 56,325 | | $ | 51,434 | |
| (1) | Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with PPE inventory built up and a subsequent decline in demand as a result of the COVID-19 pandemic. |
|---|
9
Owens & Minor, Inc.
Summary Segment Information (unaudited)
(dollars in thousands)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||
| | | 2023 | | 2022 | |||||||
| | | **** | % of | | % of | ||||||
| | | | | | consolidated | | | | | consolidated | |
| | | Amount | | net revenue | | Amount | | net revenue | |||
| Net revenue: | | | | ||||||||
| Products & Healthcare Services | | $ | 7,781,395 | **** | 75.30 | % | $ | 7,898,397 | 79.34 | % | |
| Patient Direct | | **** | 2,552,572 | **** | 24.70 | % | 2,057,078 | 20.66 | % | ||
| Consolidated net revenue | | $ | 10,333,967 | **** | 100.00 | % | $ | 9,955,475 | 100.00 | % | |
| | | | | | | | | | | | |
| | | | | **** | % of segment | | | | % of segment | | |
| Operating income: | | **** | net revenue | | net revenue | | |||||
| Products & Healthcare Services | | $ | 57,809 | **** | 0.74 | % | $ | 175,309 | 2.22 | % | |
| Patient Direct | | **** | 246,863 | **** | 9.67 | % | 193,748 | 9.42 | % | ||
| Acquisition-related charges and intangible amortization | | **** | (101,037) | | (126,972) | | |||||
| Exit and realignment charges | | **** | (99,127) | | (6,897) | | |||||
| Inventory valuation adjustment^(1)^ | | | — | | | | | (92,275) | | | |
| Consolidated operating income | | $ | 104,508 | **** | | | $ | 142,913 | | | |
| | | | | | | | | | | | |
| Depreciation and amortization: | | | | ||||||||
| Products & Healthcare Services | | $ | 77,006 | | $ | 77,539 | | ||||
| Patient Direct | | **** | 210,371 | | 151,128 | | |||||
| Consolidated depreciation and amortization | | $ | 287,377 | | $ | 228,667 | | ||||
| | | | | | | | | | | | |
| Capital expenditures: | | | | | | ||||||
| Products & Healthcare Services | | $ | 29,361 | | $ | 49,824 | | ||||
| Patient Direct | | **** | 178,531 | | 116,758 | | |||||
| Consolidated capital expenditures | | $ | 207,892 | | $ | 166,582 | |
| (1) | Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with PPE inventory built up and a subsequent decline in demand as a result of the COVID-19 pandemic. |
|---|
10
Owens & Minor, Inc.
Net (Loss) Income Per Common Share (unaudited)
(dollars in thousands, except per share data)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | | Year Ended December 31, | ||||||||
| | 2023 | 2022 | 2023 | 2022 | ||||||||
| Net income (loss) | | $ | 17,784 | $ | (57,991) | | $ | (41,301) | $ | 22,389 | ||
| | | **** | | | | | | |||||
| Weighted average shares outstanding - basic | | | 76,284 | | 74,991 | | | 75,785 | | 74,496 | ||
| Dilutive shares | | | 1,491 | | | — | | | — | | | 1,721 |
| Weighted average shares outstanding - diluted | | | 77,775 | | 74,991 | | | 75,785 | | 76,217 | ||
| | | | | | | | | | | | | |
| Net income (loss) per common share: | | | | | | | | | | | | |
| Basic | | $ | 0.23 | $ | (0.77) | | $ | (0.54) | $ | 0.30 | ||
| Diluted | | $ | 0.23 | | $ | (0.77) | | $ | (0.54) | | $ | 0.29 |
Share-based awards for the year ended December 31, 2023 and the three months ended December 31, 2022 of approximately 1.6 million and 1.4 million shares were excluded from the calculation of net loss per diluted common share as the effect would be anti-dilutive.
11
Owens & Minor, Inc.
GAAP/Non-GAAP Reconciliations (unaudited)
(dollars in thousands, except per share data)
The following table provides a reconciliation of reported operating income, net (loss) income and net (loss) income per share to non-GAAP measures used by management.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | | Years Ended December 31, | |||||||||
| | **** | 2023 | 2022 | **** | 2023 | 2022 | |||||||
| Operating income (loss), as reported (GAAP) | | $ | 60,021 | | $ | (53,479) | | $ | 104,508 | | $ | 142,913 | |
| Acquisition-related charges and intangible amortization ^(1)^ | | **** | 26,427 | | 26,345 | | **** | 101,037 | | 126,972 | | ||
| Exit and realignment charges ^(2)^ | | **** | 24,310 | | 2,018 | | **** | 99,127 | | 6,897 | | ||
| Inventory valuation adjustment ^(3)^ | | | — | | | 92,275 | | | — | | | 92,275 | |
| Operating income, adjusted (non-GAAP) (Adjusted Operating Income) | | $ | 110,758 | | $ | 67,159 | | $ | 304,672 | | $ | 369,057 | |
| Operating income (loss) as a percent of net revenue (GAAP) | | **** | 2.26 | % | (2.10) | % | **** | 1.01 | % | 1.44 | % | ||
| Adjusted operating income as a percent of net revenue (non-GAAP) | | **** | 4.17 | % | 2.63 | % | **** | 2.95 | % | 3.71 | % | ||
| | | | | | | | | | | | | | |
| Net income (loss), as reported (GAAP) | | $ | 17,784 | | $ | (57,991) | | $ | (41,301) | | $ | 22,389 | |
| Pre-tax adjustments: | | | | | | ||||||||
| Acquisition-related charges and intangible amortization ^(1)^ | | **** | 26,427 | | 26,345 | | **** | 101,037 | | 126,972 | | ||
| Exit and realignment charges ^(2)^ | | **** | 24,310 | | 2,018 | | **** | 99,127 | | 6,897 | | ||
| Inventory valuation adjustment ^(3)^ | | | — | | | 92,275 | | | — | | | 92,275 | |
| Other ^(4)^ | | **** | 1,425 | | 525 | | **** | (1,260) | | 2,099 | | ||
| Tax adjustments ^(5)^ | | | — | | | (10,492) | | | — | | | (10,492) | |
| Income tax benefit on pre-tax adjustments ^(6)^ | | **** | (16,383) | | (30,975) | | **** | (52,095) | | (55,975) | | ||
| Net income, adjusted (non-GAAP) (Adjusted Net Income) | | $ | 53,563 | | $ | 21,705 | | $ | 105,508 | | $ | 184,165 | |
| | | | | | | | | | | | | | |
| Net income (loss) per common share, as reported (GAAP) | | $ | 0.23 | | $ | (0.77) | | $ | (0.54) | | $ | 0.29 | |
| After-tax adjustments: | | | | | | ||||||||
| Acquisition-related charges and intangible amortization ^(1)^ | | **** | 0.23 | | 0.26 | | **** | 0.96 | | 1.27 | | ||
| Exit and realignment charges ^(2)^ | | **** | 0.22 | | 0.02 | | **** | 0.95 | | 0.07 | | ||
| Inventory valuation adjustment ^(3)^ | | | — | | | 0.90 | | | — | | | 0.91 | |
| Other ^(4)^ | | | 0.01 | | | 0.01 | | | (0.01) | | | 0.02 | |
| Tax adjustments ^(5)^ | | **** | — | | (0.14) | | **** | — | | (0.14) | | ||
| Net income per common share, adjusted (non-GAAP) (Adjusted EPS) | | $ | 0.69 | | $ | 0.28 | | $ | 1.36 | | $ | 2.42 | |
12
Owens & Minor, Inc.
GAAP/Non-GAAP Reconciliations (unaudited), continued
(dollars in thousands)
The following tables provide reconciliations of net income (loss) and total debt to non-GAAP measures used by management.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended December 31, | | | Year Ended December 31, | |||||||
| | **** | 2023 | 2022 | **** | 2023 | 2022 | ||||||
| Net income (loss), as reported (GAAP) | | $ | 17,784 | | $ | (57,991) | | $ | (41,301) | | $ | 22,389 |
| Income tax provision (benefit) | | **** | 3,213 | | (37,435) | | **** | (13,425) | | (11,498) | ||
| Interest expense, net | | **** | 36,863 | | 41,164 | | **** | 157,915 | | 128,891 | ||
| Acquisition-related charges and intangible amortization ^(1)^ | | | 26,427 | | | 26,345 | | | 101,037 | | | 126,972 |
| Exit and realignment charges ^(2)^ | | | 24,310 | | | 2,018 | | | 99,127 | | | 6,897 |
| Other depreciation and amortization^(7)^ | | | 48,704 | | | 49,841 | | | 200,339 | | 149,820 | |
| Inventory valuation adjustment ^(3)^ | | | — | | | 92,275 | | | — | | | 92,275 |
| Stock compensation ^(8)^ | | | 5,181 | | | 4,907 | | | 20,942 | | | 20,501 |
| LIFO charges ^(9)^ | | | 5,655 | | | 8,725 | | | 2,402 | | | 5,396 |
| Other ^(4)^ | | 1,425 | | 525 | | (1,260) | | 2,099 | ||||
| Adjusted EBITDA (non-GAAP) | | $ | 169,562 | | $ | 130,374 | | $ | 525,776 | | $ | 543,742 |
| | | | | | |
|---|---|---|---|---|---|
| | December 31, | | December 31, | ||
| | 2023 | | 2022 | ||
| Total debt, as reported (GAAP) | $ | 2,097,502 | | $ | 2,500,874 |
| Cash and cash equivalents | **** | (243,037) | | (69,467) | |
| Net debt (non-GAAP) | $ | 1,854,465 | | $ | 2,431,407 |
The following items have been excluded in our non-GAAP financial measures:
^(1)^ Acquisition-related charges and intangible amortization includes acquisition-related charges of $5.6 million and $17.5 million for the three months and year ended December 31, 2023, and $3.0 million and $48.1 million for the three months and year ended December 31, 2022, as well as amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges consist primarily of one-time costs related to the Apria Acquisition, including transaction costs necessary to consummate the acquisition, which consisted of investment banking advisory fees and legal fees and director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, information technology (IT) integration costs and professional fees. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results.
^(2)^ During the three months and year ended December 31, 2023 exit and realignment charges were $24.3 million and $99.1 million. These charges primarily related to our (1) Operating Model Realignment Program of $19.1 million and $82.9 million, including professional fees, severance and other costs to streamline functions and processes, (2) IT strategic initiatives such as converting to common IT systems of $2.5 million and $9.2 million and, (3) other costs associated with strategic initiatives of $2.7 million and $7.0 million for the three months and year ended December 31, 2023. During the three months and year ended December 31, 2022 exit and realignment charges consisted of wind-down costs related to the exit of the Fusion5 business, IT strategic initiatives such as converting our divisions to a common IT system, costs associated with our strategic organizational realignment including severance charges, and other costs associated with strategic initiatives. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis.
(3) Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with personal protective equipment inventory built up and a subsequent decline in demand as a result of the COVID-19 pandemic. 13
(4) For the three months and year ended December 31, 2023 other includes loss on extinguishment of debt of $0.9 million and a (gain) on extinguishment of debt of ($3.5) million associated with the early retirement of indebtedness of $45.9 million and $314 million. Additionally, for the three months and years ended December 31, 2023 and 2022 other includes interest costs and net actuarial losses related to our frozen noncontributory, unfunded retirement plan for certain retirees in the United States (U.S.).
^(5)^ Tax adjustments in 2022 includes a change in our foreign repatriation plans related to the permanent reinvestment of earnings associated with a subsidiary in Thailand.
^(6)^ These charges have been tax effected 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.
^(7)^ Other depreciation and amortization relates to property and equipment and capitalized computer software, excluding such amounts captured within exit and realignment charges or acquisition-related charges.
^(8)^ Stock compensation includes share-based compensation expense related to our share-based compensation plans, excluding such amounts captured within exit and realignment charges or acquisition-related charges.
^(9)^ LIFO charges includes non-cash adjustments to merchandise inventories valued at the lower of cost or market, with the approximate cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. within our Products & Healthcare Services segment.
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 substitutes 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.
14
CONTACT:
Investors
Alpha IR Group
Jackie Marcus or Nick Teves
OMI@alpha-ir.com
Jonathan Leon
SVP Finance & Treasurer
Investor.Relations@owens-minor.com
Media
Stacy Law
media@owens-minor.com
OMI-CORP
OMI-IR
SOURCE: Owens & Minor, Inc. 15
Exhibit 99.2
| 1 Confidential & Proprietary to Owens & Minor, Inc.<br>Fourth Quarter 2023 Supplemental Earnings Slides<br>February 20, 2024 |
|---|
| 2 Confidential & Proprietary to Owens & Minor, Inc.<br>Safe Harbor<br>This presentation is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary<br>distribution to the public in compliance with the SEC's Fair Disclosure Regulation. This presentation contains certain<br>''forward-looking'' statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of<br>1995. These statements include, but are not limited to, the statements in this presentation regarding our future prospects and<br>performance, including our expectations with respect to our 2024 financial performance, our Operating Model Realignment<br>Program and other cost-saving initiatives, future indebtedness and growth, industry trends, as well as statements related to<br>our expectations regarding the performance of its business, including the results of our Operating Model Realignment<br>Program and our ability to address macro and market conditions. Forward-looking statements involve known and unknown<br>risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or<br>contemplated in the forward-looking statements. Investors should refer to Owens & Minor’s Annual Report on Form 10-K for<br>the year ended December 31, 2023, expected to be filed with the SEC on or around February 20, 2024, including the<br>sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and subsequent<br>quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain<br>known risk factors that could cause the Company’s actual results to differ materially from its current estimates. These filings<br>are available at www.owens-minor.com. Given these risks and uncertainties, Owens & Minor can give no assurance that any<br>forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them.<br>Owens & Minor specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result<br>of new information, future developments or otherwise.<br>This presentation contains financial measures that are not calculated in accordance with U.S. generally accepted accounting<br>principles ("GAAP"). In general, the measures exclude items and charges that (i) management does not believe reflect<br>Owens & Minor, Inc.'s (the "Company") core business and relate more to strategic, multi-year corporate activities; or (ii)<br>relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends.<br>Management uses these non-GAAP financial measures internally to evaluate the Company's performance, evaluate the<br>balance sheet, engage in financial and operational planning and determine incentive compensation.<br>Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in<br>assessing the effects of items and events on its financial and operating results and in comparing the Company's performance<br>to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently<br>from, and therefore may not be comparable to, similarly titled measures used by other companies.<br>The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to,<br>financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and<br>reconciliations to those financial statements set forth above should be carefully evaluated. |
| --- |
| 3 Confidential & Proprietary to Owens & Minor, Inc.<br>2024 Company Outlook & Modeling Assumptions<br>Modeling Assumptions 2024 Outlook<br>Revenue $10.5 - $10.9 billion<br>Gross Margin ~21.0% - 21.5%<br>Interest Expense $141 - $146 million<br>Capital Expenditures $220 - $240 million<br>Adjusted Effective Tax Rate 27.5% - 28.5%<br>Diluted Weighted Average Shares Outstanding ~78.5 million<br>Adjusted EBITDA $550 - $590 million<br>Adjusted EPS $1.40 - $1.70<br>Commodity Prices Stable<br>Foreign Currency Rates As of 12/31/2023<br>1. Company outlook and modelling assumptions are assumptions used for 2024 adjusted EPS guidance, and the Company undertakes no obligation to update such assumptions subsequent to the date of this presentation<br>(February 20, 2024). Please see Form 8-K filed by Owens & Minor, Inc. with the SEC on or around February 20, 2024 for additional financial information.<br>2. Although the Company does provide guidance for adjusted EBITDA and adjusted EPS (which are non-GAAP financial measures), it is not able to forecast the most directly comparable measures calculated and presented in<br>accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amounts are not predictable, making it impracticable for the Company to forecast. Such elements include, but are not limited<br>to, restructuring and acquisition charges, which could have a significant and unpredictable impact on our GAAP results. As a result, no GAAP guidance or reconciliation of the Company’s adjusted EBITDA guidance or adjusted<br>EPS guidance is provided. The outlook is based on certain assumptions that are subject to the risk factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). |
| --- |