Accendra Health Inc 8-K, filed Mar 5, 2020
Accendra Health Inc/Va/ (ACH)
8-K
2020-03-05
For: 2020-03-05
View Original
Added on
April 10, 2026
About this 8-K
Accendra Health Inc filed this 8-K on March 5, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): March 5, 2020
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
Virginia | 54-1701843 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
9120 Lockwood Boulevard, | Mechanicsville | Virginia | 23116 |
(Address of principal executive offices) | (Zip Code) | ||
Post Office Box 27626, Richmond, Virginia | 23261-7626 | ||
(Mailing address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code (804) 723-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $2 par value per share | OMI | New York Stock Exchange | ||
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 o
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. o
Item 2.02 | Results of Operations and Financial Condition. |
Owens & Minor, Inc. (the “Company”) is filing this Current Report on Form 8-K to furnish certain unaudited summary financial information to allow for comparability of the Company's results on a continuing operations basis for the four quarters and the year ended December 31, 2019. Beginning with the Annual Report on Form 10-K for the year ended December 31, 2019, the Company reports its Movianto business as discontinued operations as a result of the pending sale of Movianto, which is expected to close in the first half of 2020.
Company is furnishing the quarterly financial information 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: March 5, 2020 | By: | /s/ Nicholas J. Pace | ||||||
Name: | Nicholas J. Pace | |||||||
Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
Exhibit 99.1
Owens & Minor, Inc.
Summary Financial Information on a Continuing Operations Basis (unaudited)
The unaudited summary financial information below is provided to reflect the Company's results on a continuing operations basis for the four quarters and year ended December 31, 2019. Beginning with the Annual Report on Form 10-K for the year ended December 31, 2019, the Company reports its Movianto business as discontinued operations as a result of the pending sale of Movianto.
Income (loss) from continuing operations and income (loss) from continuing operations per common share are reflected below for 2019 on both a GAAP and Adjusted (Non-GAAP) basis:
(Dollars in thousands, except per share data) | For the year ended December 31, 2019 | |||||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Total | ||||||||||||||||
Income (loss) from continuing operations (GAAP) | $ | (10,918 | ) | $ | (9,734 | ) | $ | 3,420 | $ | (5,352 | ) | $ | (22,584 | ) | ||||||
Income from continuing operations, adjusted (non-GAAP) | $ | 3,665 | $ | 6,300 | $ | 13,705 | $ | 14,025 | $ | 37,694 | ||||||||||
Income (loss) from continuing operations per diluted common share (GAAP) | $ | (0.18 | ) | $ | (0.16 | ) | $ | 0.06 | $ | (0.09 | ) | $ | (0.37 | ) | ||||||
Income from continuing operations per diluted common share, adjusted (non-GAAP) | $ | 0.06 | $ | 0.10 | $ | 0.23 | $ | 0.23 | $ | 0.62 | ||||||||||
The following table provides a reconciliation of income (loss) from continuing operations and income (loss) from continuing operations per common share to non-GAAP measures used by management on a quarterly basis and for the year ended December 31, 2019:
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Exhibit 99.1
(Dollars in thousands, except per share data) | For the year ended December 31, 2019 | |||||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Total | ||||||||||||||||
Income (loss) from continuing operations (GAAP) | $ | (10,918 | ) | $ | (9,734 | ) | $ | 3,420 | $ | (5,352 | ) | $ | (22,584 | ) | ||||||
Intangible amortization (1) | 10,026 | 12,755 | 10,614 | 10,614 | 44,009 | |||||||||||||||
Income tax benefit (6) | (1,350 | ) | (2,505 | ) | (3,918 | ) | (2,782 | ) | (10,556 | ) | ||||||||||
Acquisition-related charges (2) | 4,159 | 3,673 | 3,542 | 4,279 | 15,653 | |||||||||||||||
Income tax benefit (6) | (651 | ) | (708 | ) | (1,273 | ) | (1,122 | ) | (3,754 | ) | ||||||||||
Exit and realignment charges (3) | 704 | 1,717 | 980 | 10,996 | 14,397 | |||||||||||||||
Income tax benefit (6) | (84 | ) | (236 | ) | (251 | ) | (2,882 | ) | (3,453 | ) | ||||||||||
Software as a Service implementation costs (4) | 351 | 1,640 | 1,058 | 1,359 | 4,408 | |||||||||||||||
Income tax benefit (6) | (51 | ) | (302 | ) | (348 | ) | (356 | ) | (1,057 | ) | ||||||||||
(Gain) loss on extinguishment and modification of debt (5) | 2,003 | — | (185 | ) | (988 | ) | 830 | |||||||||||||
Income tax expense (6) | (524 | ) | — | 66 | 259 | (199 | ) | |||||||||||||
Income from continuing operations, adjusted (non-GAAP) | $ | 3,665 | $ | 6,300 | $ | 13,705 | $ | 14,025 | $ | 37,694 | ||||||||||
Income (loss) from continuing operations per diluted common share (GAAP) | $ | (0.18 | ) | $ | (0.16 | ) | $ | 0.06 | $ | (0.09 | ) | $ | (0.37 | ) | ||||||
Intangible amortization (1) | 0.14 | 0.17 | 0.11 | 0.13 | 0.55 | |||||||||||||||
Acquisition-related charges (2) | 0.06 | 0.05 | 0.04 | 0.04 | 0.19 | |||||||||||||||
Exit and realignment charges (3) | 0.01 | 0.02 | 0.01 | 0.14 | 0.18 | |||||||||||||||
Software as a Service implementation costs (4) | 0.01 | 0.02 | 0.01 | 0.02 | 0.06 | |||||||||||||||
(Gain) loss on extinguishment and modification of debt (5) | 0.02 | — | — | (0.01 | ) | 0.01 | ||||||||||||||
Income from continuing operations per diluted common share, adjusted (non-GAAP) | $ | 0.06 | $ | 0.10 | $ | 0.23 | $ | 0.23 | $ | 0.62 | ||||||||||
The following items have been excluded in our non-GAAP financial measures:
(1) Intangible amortization includes amortization of intangible assets established during purchase accounting for business combinations. 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 and the results of our peers.
(2) Acquisition-related charges consisted primarily of transition and transaction costs for the Halyard acquisition.
(3) Exit and realignment charges were associated with severance from reduction in force and other costs related to the reorganization of the U.S. commercial and operations and executive teams, along with facility closures in the U.S. and other IT restructuring charges.
(4) Software as a Service (SaaS) implementation costs were associated with significant global IT platforms in connection with the redesign of our global information system strategy.
(5) (Gain) loss on extinguishment and modification of debt consists of write-off of deferred financing costs associated with the revolving credit facility as a result of the Fourth Amendment to the Credit Agreement in February 2019 of $2.0 million and gain on extinguishment of debt related to the partial repurchase of our 2021 Notes in the third and fourth quarters of 2019 of $0.2 million and $1.0 million, respectively, which are included in Other expense, net on the consolidated statements of operations within our Annual Report on Form 10-K for the year ended December 31, 2019.
(6) 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.
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Exhibit 99.1
Use of Non-GAAP Measures
The foregoing tables contain 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 the Company's 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.
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