OWENS & MINOR INC/VA/ - Annual Report: 2020 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||
For the year ended December 31, 2020
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||
For the transition period from to
Commission File Number 1-9810
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 | OMI | New York Stock Exchange | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of Common Stock held by non-affiliates (based upon the closing sales price) was approximately $468,364,603 as of June 30, 2020.
The number of shares of the Company’s common stock outstanding as of February 16, 2021 was 73,498,525 shares.
Documents Incorporated by Reference
The proxy statement for the annual meeting of shareholders to be held on April 29, 2021, is incorporated by reference for Item 5 of Part II and Part III.
Form 10-K Table of Contents
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Corporate Officers can be found at the end of this Form 10-K.
Part I
Item 1. Business
General
Owens & Minor, Inc. and subsidiaries (we, us, our or the Company), a Fortune 500 company headquartered in Richmond, Virginia, is a leading global healthcare solutions company with integrated technologies, products and services aligned to deliver significant and sustained value for healthcare providers, manufacturers and directly to patients across the continuum of care. Our teammates serve healthcare industry customers in over 70 countries, by providing quality products and helping to reduce total costs across the healthcare supply chain by optimizing point-of care performance, freeing up capital and clinical resources and managing contracts to optimize financial performance. The description of our business should be read in conjunction with the consolidated financial statements and supplementary data included in this Form 10-K.
Founded in 1882, Owens & Minor was incorporated in 1926 and has operated continuously from its Richmond, Virginia headquarters. Through organic growth and acquisitions over many years, we significantly expanded and strengthened our company, achieving international scale in the healthcare market. Today, we have distribution, production, customer service and sales facilities located across Asia, Europe, Latin America and the United States.
On June 18, 2020, we completed the previously announced divestiture of our European logistics business, Movianto (the Divestiture), as well as certain support functions in our Dublin office, to Walden Group SAS (the Buyer) and EHDH (as Buyer’s guarantor) for cash consideration of $133 million. See Note 3, “Discontinued Operations,” of the Notes to Consolidated Financial Statements included in this annual report for further information. Unless otherwise indicated, the following information relates to continuing operations.
Global Solutions
In our Global Solutions segment, we offer a comprehensive portfolio of products and services to healthcare providers and manufacturers. Our portfolio of medical and surgical supplies includes branded products purchased from manufacturers and our own proprietary products. We store our products at our distribution centers and provide delivery of these products, along with related services, to healthcare providers around the nation.
Our service offerings to healthcare providers include supplier management, analytics, inventory management, and clinical supply management. These value-add services help providers improve their processes for contracting with vendors, purchasing supplies and streamlining inventory. These services include our operating room-focused inventory management program that helps healthcare providers manage suture and endo-mechanical inventory, as well as our customizable surgical supply service that includes the kitting and delivery of surgical supplies in procedure-based totes to coincide with the healthcare providers' surgical schedule.
In addition to services to healthcare providers, we offer a variety of programs dedicated to providing outsourced logistics and marketing solutions to our suppliers as well. These are designed to help manufacturers drive sales growth, increase market share and achieve operational efficiencies. Manufacturer programs are generally negotiated on an annual basis and provide for enhanced levels of support that are aligned with the manufacturer’s annual objectives and growth goals. We have contractual arrangements with manufacturers participating in these programs that provide performance-based incentives to us, as well as cash discounts for prompt payment. Program incentives can be earned on a monthly, quarterly or annual basis.
We operate a network of 46 distribution centers located throughout the continental United States, which are strategically located to efficiently serve our provider and manufacturer customers. A significant investment in information technology supports our business including warehouse management systems, customer service and ordering functions, demand forecasting programs, electronic commerce, data warehousing, decision support and supply-chain management.
We customize product deliveries, whether the orders are “just-in-time,” “low-unit-of-measure,” pallets, or truckloads. We also customize delivery schedules according to customers’ needs to increase their efficiency in receiving and storing products. We have deployed low-unit-of-measure automated picking modules in our larger distribution centers to maximize efficiency, and our distribution center teammates use voice-pick technology to enhance speed and accuracy in performing certain warehousing processes. We partner with a third party company to deliver most supplies in the United States. We also use contract carriers and parcel delivery services when they are more cost-effective and timely.
The majority of our distribution arrangements compensate us on a cost-plus percentage basis, under which a negotiated percentage mark-up is added to the contract cost of the product agreed to by the supplier and customer or Group Purchasing Organization (GPO). We price our services for other arrangements under activity-based pricing models. In these cases, pricing depends upon the type, level and/or complexity of services that we provide to customers, and in some cases we do not take title to the product (although we maintain certain custodial risks). As a result, this fee-for-service pricing model aligns the fees we charge with the cost of the services provided, which is a component of distribution, selling and administrative expenses, rather than with the cost of the product, which is a component of cost of goods sold.
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Byram Healthcare (Byram or Home Healthcare) expands our business along the continuum of care through delivery of disposable medical supplies sold directly to patients and home health agencies. Byram specializes in various patient care product lines including diabetes, ostomy, wound care, urology, incontinence and other. We receive payments for products sold through Byram from managed care plans, the U.S. federal government under the Medicare program, state governments under their respective Medicaid or similar programs, private insurers and directly from patients. Byram has a nationwide sales force, focusing on managed care and key referral sources, six centers of excellence aligned with specific product categories, and a nationwide network to optimize shipping distance and time.
Certain assets, liabilities and contracts of Fusion5 were sold on December 31, 2020. The sold assets and liabilities are not included in our consolidated balance sheet at December 31, 2020. This business did not qualify as discontinued operations and, accordingly, its financial results were included in income from continuing operations during 2020.
Global Products
Our Global Products segment manufactures and sources medical surgical products through our production and kitting operations. We provide medical supplies and solutions for the prevention of healthcare-associated infections across the acute and alternate site channels.
Our manufacturing facilities are located in the United States, Thailand, Honduras, Mexico and Ireland. Our business has recognized brands across its portfolio of product offerings, including sterilization wrap, surgical drapes and gowns, facial protection, protective apparel, medical exam gloves, custom and minor procedure kits and other medical products. We use a wide variety of raw materials and other inputs in our production processes, with polypropylene polymers and nitrile constituting our most significant raw material purchases. We base our purchasing decisions on quality assurance, cost effectiveness and regulatory requirements, and we work closely with our suppliers to assure continuity of supply while maintaining high quality and reliability. We primarily purchase these materials from external suppliers, some of which are single-source suppliers. Global commodity prices can affect pricing of certain raw materials on which we rely. In our Halyard product line, polypropylene polymers, which are oil based, and nitrile represent a significant component of our manufacturing costs. In addition, the prices of other raw materials we use, such as resins and finishing supplies, often fluctuate in response to changes in oil prices.
We support customer sales through a dedicated global sales force and direct our primary sales and marketing efforts toward hospitals and other healthcare providers to highlight the unique benefits and competitive differentiation of our products. We work directly with physicians, nurses, professional societies, hospital administrators and GPOs to collaborate and educate on emerging practices and clinical techniques that prevent infection and speed recovery. These marketing programs are delivered directly to healthcare providers. Additionally, we provide marketing programs to our strategic distribution partners throughout the world. We operate four major distribution centers located in North America and Asia that ship multiple finished products to multiple customers, as well as other distribution sites that also have customer shipping capabilities, in order to optimize cost and customer service requirements.
Our proprietary products are typically purchased pursuant to purchase orders or supply agreements in which the purchaser specifies whether such products are to be supplied through a distributor or directly. This segment may sell on an intercompany basis to our Global Solutions segment when we are the designated distributor, to other third-party distributors or directly to healthcare providers.
Our Customers
We currently provide products and services to thousands of healthcare provider customers either directly or indirectly through third-party distributors. These customers include multi-facility networks of healthcare providers offering a broad spectrum of healthcare services to a particular market or markets as well as smaller, independent hospitals. In addition to contracting with healthcare providers at the Integrated Delivery Network (IDN) level and through GPOs, we also contract with other types of healthcare providers including surgery centers, physicians’ practices and smaller networks of hospitals that have joined together to negotiate terms. We have contracts to provide distribution services to the members of a number of national GPOs, including Vizient, Premier, Inc. (Premier) and HealthTrust Purchasing Group (HPG). Below is a summary of these agreements:
| GPO | Year of Renewal or Extension | Term | Sales to Members as a % of Consolidated Net Revenue in 2020 | |||||||||||||||||
| Vizient | 2020 | 2 years | 36% | |||||||||||||||||
| Premier | 2016 | 5 years | 21% | |||||||||||||||||
| HPG | 2017 | 4 years | 15% | |||||||||||||||||
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We have our own independent relationships with most of our hospital customers through separate contractual commitments that may or may not be based upon the terms of our agreement with the GPO. As a result, the termination or expiration of an agreement with a particular GPO would not necessarily mean that we would lose the members of such GPO as our customers.
Our suppliers represent the largest and most influential healthcare manufacturers in the industry. We have long-term relationships with these important companies in the healthcare supply chain and have long provided traditional distribution services to them. In the Global Solutions segment, no sales of products from any individual suppliers exceeded 10% of our consolidated net revenue for 2020.
Asset Management
In our business, a significant investment in inventory and accounts receivable is required to meet the rapid delivery requirements of customers and provide high-quality service. As a result, efficient asset management is essential to our profitability. We continually work to refine our processes to optimize inventory and collect accounts receivable.
Inventory
We actively monitor inventory for obsolescence and use inventory turnover and other operational metrics to measure our performance in managing inventory. We are focused in our efforts to optimize inventory and continually consolidate products and collaborate with suppliers on inventory productivity initiatives. When we convert large-scale IDN customers to our distribution network, an additional investment in inventory in advance of expected sales is generally required.
Accounts Receivable
In the normal course of business, we provide credit to our customers and use credit management techniques to evaluate customers’ creditworthiness and facilitate collection. These techniques may include performing initial and ongoing credit evaluations of customers based primarily on financial information provided by them and from sources available to the general public. We also use third-party information from sources such as credit reporting agencies, banks and other credit references. We actively manage our accounts receivable to minimize credit risk, days sales outstanding (DSO) and accounts receivable carrying costs. Our ability to accurately invoice and ship product to customers enhances our collection results and affects our DSO performance. As we diversify our customer portfolio, the change in business mix also affects our DSO. We have arrangements with certain customers under which they make deposits on account, either because they do not meet our standards for creditworthiness or in order to obtain more favorable pricing.
Competition
The industries in which we operate are highly competitive. Global Solutions competitors include two major nationwide manufacturers who also provide distribution services, Cardinal Health, Inc. and privately-held Medline Industries, Inc. In addition, we compete with a number of regional and local distributors, companies that distribute products to patient's homes and customer self-distribution models. Major outsourced logistics competitors serving healthcare manufacturers in the United States include United Parcel Service and FedEx Corporation.
The major competitors of our Global Products business include Cardinal Health, Inc., Medline Industries, Inc., Hogy Medical, Multigate Medical Products, Mölnlycke Health Care and HARTMANN Group. In the United States, several of our distribution partners and GPOs are also competitors or are increasingly seeking to compete with us by direct sourcing their own products. In developing and emerging markets, we compete against reusable products, or low usage of infection prevention products, due in large part to limited awareness and education on infection prevention practices and products. The highly competitive environment requires us to seek out technological innovations and to market our products effectively. Our products face competition from other brands that may be less expensive than our products and from other companies that may have more resources than we do. Competitive factors include price, alternative clinical practices, innovation, quality and reputation. To successfully compete, we must demonstrate that our products offer higher quality, more innovative features or better value versus other products.
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Research and Development
We continuously engage in research and development to commercialize new products and enhance the effectiveness, reliability and safety of our existing products. In our Global Products business, we are focused on maintaining our market position by providing innovative customer-preferred product enhancements, with a particular focus on the operating room. Leveraging customer insights and our vertically integrated manufacturing capabilities, we seek to continuously improve our product designs, specifications and features to deliver cost efficiencies while improving healthcare worker and patient protection. We continuously refresh our surgical drape and gown portfolio to ensure that our products are aligned with the latest medical and procedural standards. Our research team works with healthcare providers to develop and design exam glove and apparel portfolios that optimize comfort and fit and provide cost-effective infection prevention solutions for use throughout the hospital. We are also investing in new categories and solutions that complement our technical expertise and existing intellectual property. We are particularly focused on those new categories that we believe will leverage our existing scalable technology platforms as well as our sales and marketing expertise.
Intellectual Property
Patents, trademarks and other proprietary rights are very important to the growth of our business. We also rely upon trade secrets, manufacturing know-how, continuing technological innovations and licensing opportunities to maintain and improve our competitive position.
On a regular basis, we review third-party proprietary rights, including patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid infringement of third-party proprietary rights, identify licensing opportunities, and monitor the intellectual property owned by others.
We have approximately 1,100 patents and patent applications pending in the United States and other countries that relate to the technology used in many of our products. We utilize patents in our surgical and infection protection products and currently have approximately 140 issued patents in the U.S. and approximately 680 issued patents in countries outside the U.S. These patents generally expire between 2021 and 2040. We do not license any patents from third parties that are material to our business.
We also file patent applications for innovative product lines and solutions that result from our technical expertise. In order to protect our ongoing research & development investments, we have approximately 60 pending patent applications in the U.S. and approximately 230 pending patent applications in countries outside of the U.S.
With respect to trademarks, we have approximately 1,100 trademarks and trademark applications pending in the United States and other countries that are used to designate or identify our company or products. We have approximately 120 U.S. registration trademarks and approximately 860 registered trademarks outside of the U.S. We also have approximately 50 pending trademark applications in the U.S. and approximately 80 pending trademark applications outside of the U.S.
We distribute products bearing the well-known “Halyard” brand. Other well-known registered trademarks we use include Aero Blue, Quick Check, Smart-Fold, One Step, Purple, Purple Nitrile, and Purple Nitrile-Xtra.
We consider the patents and trademarks which we own and the trademarks under which we sell certain of our products, as a whole, to be material to our business. However, we do not consider our business to be materially dependent upon any individual patent or trademark.
Regulation
The development, manufacture, marketing, sale, promotion and distribution of our products, as well as the provision of logistics and services in the healthcare industry are subject to comprehensive regulation by federal, state and local government agencies. Government regulation by various national, regional, federal, state and local agencies, globally, addresses (among other matters) inspection of, and controls over, research and laboratory procedures, clinical investigations, product approvals and manufacturing, labeling, packaging, marketing and promotion, pricing and reimbursement, sampling, distribution, quality control, post-market surveillance, record keeping, storage and disposal practices.
Our operations are impacted by trade regulations in many countries that govern the import of raw materials and finished products, as well as data privacy laws (including the General Data Protection Regulation) that require safeguards for the protection of healthcare and other personal data. In addition, we are subject to laws and regulations that seek to prevent corruption and bribery in the marketplace (including the U.S. Foreign Corrupt Practices Act and the United Kingdom Bribery Act, which provide guidance on corporate interactions with government officials) as well as laws and regulations pertaining to healthcare fraud and abuse, including state and federal anti-kickback and false claims laws in the United States.
We must also comply with laws and regulations, including those governing operations, storage, transportation, manufacturing, sales, safety and security standards for each of our manufacturing and distribution centers, of the Food and Drug
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Administration, the Centers for Medicare and Medicaid Services, the Drug Enforcement Agency, the Department of Transportation, the Environmental Protection Agency, the Department of Homeland Security, the Occupational Safety and Health Administration, and state boards of pharmacy, or similar state licensing boards and regulatory agencies.
Our operations outside the U.S. are subject to local, country and European-wide regulations, including those promulgated by the European Medicines Agency (EMA) and the Medical Devices Directive. In addition, quality requirements are imposed by healthcare industry manufacturers and pharmaceutical companies which audit our operations on a regular basis. Each of our manufacturing locations are licensed or registered with the appropriate local authority. We believe we are in material compliance with all applicable statutes and regulations, as well as prevailing industry best practices, in the conduct of our business operations outside of the United States.
Since we market our products worldwide, certain products of a local nature and variations of product lines must also meet other local regulatory requirements. Certain additional risks are inherent in conducting business outside the United States, including price and currency exchange controls, changes in currency exchange rates, limitations on participation in local enterprises, expropriation, nationalization, and other governmental action. Demand for many of our existing and new medical devices is, and will continue to be, affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients’ medical expenses in the countries where we do business. Statutory and regulatory requirements for Medicaid, Medicare, and other government healthcare programs govern provider reimbursement levels. From time to time, legislative changes are made to government healthcare programs that impact our business, and the federal and/or state governments may continue to enact measures in the future aimed at containing or reducing reimbursement levels for medical expenses paid for in whole or in part with government funds. We cannot predict the nature of such measures or their impact on our business, results of operations, financial condition and cash flows. Any reduction in the amount of reimbursements received by our customers could harm our business by reducing their selection of our products, their ability to pay and the prices they are willing to pay.
Compliance with these laws and regulations is costly and materially affects our business. Among other effects, healthcare regulations substantially increase the time, difficulty and costs incurred in obtaining and maintaining approval to market newly developed and existing products. We believe we are in material compliance with all statutes and regulations applicable to our operations.
Human Capital Resources
Employee Overview
At Owens & Minor, teammates are at the heart of everything that we do. Through their creativity, talent and hard work, our teammates allow Owens & Minor to offer exceptional products and services and provide the force that propels our mission to empower our customers to advance healthcare. Thus, Owens & Minor is committed to providing a culture and benefits necessary to attract and retain top talent. Owens & Minor also is committed to creating an environment that allows our teammates to perform at a high level, emphasizes a culture of safety and is conducive to professional and personal growth.
At the end of 2020, Owens & Minor employed approximately 6,300 full- and part-time teammates in the U.S. and 12,500 teammates outside of the U.S. None of Owens & Minor’s domestic teammates are represented by a labor union or subject to a collective bargaining agreement (“CBA”), but most of our teammates outside the U.S. (OUS) are represented and covered by a CBA. Throughout our operations, we continue to have positive relationships with our teammates, as well as the unions and works councils that represent our OUS teammates.
We depend on our key personnel to successfully operate our business, including our executive officers, senior corporate management and management at our operating segments. We seek to attract and retain top talent for these critical roles by offering competitive base and incentive compensation packages (and in certain instances share-based compensation and retention incentives), attractive benefits and opportunities for advancement and rewarding careers. We periodically review and adjust, if needed, our teammates’ total compensation (including salaries, annual cash incentive compensation, other cash and equity incentives, and benefits) to ensure that our offerings are competitive within the industry and consistent with Company performance. We have also implemented enterprise-wide talent development and succession planning programs designed to identify future and/or replacement candidates for key positions. In addition to compensation, we promote numerous charitable, philanthropic, and social awareness programs that not only support the communities we serve, but also provide experiences for teammates to promote a collaborative and rewarding work environment.
In order to take advantage of available opportunities and successfully implement our long-term strategy, Owens & Minor understands that we must be able to employ, train and retain the necessary skilled personnel. To that end, Owens & Minor supports and utilizes various training and educational initiatives, and we have developed Company-wide and project-specific employee training and educational programs. Key programs focus on employee safety, leadership development, health and wellness, work-life balance, talent management, diversity and inclusion, and employee engagement. At Owens & Minor,
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we believe that diversity, inclusion and teammate engagement are integral to our vision, strategy and business success, and we pride ourselves on sustaining a culture that respects teammates and values concern for others. We believe that fostering an environment that values diversity, inclusion and ethical conduct creates an organization that is able to embrace, leverage and respect differences among our teammates, customers and the communities where we live, work and serve. We also believe that our teammates are the face of Owens & Minor, and we expect every teammate to model our shared values and commitment to ethical business practices set forth in our Code of Honor.
We believe that our efforts to create an environment that is conducive to our values and teammate success have been rewarded, as Owens & Minor continues to enjoy high levels of teammate engagement, satisfaction and retention. We also hold our teammates to a high standard of performance, and we regularly evaluate teammates’ productivity against current requirements, future demand expectations and historical trends. From time to time, we may add, reduce or adjust resources in certain areas in an effort to align with changing demands.
Our Board of Directors’ Role in Human Capital Resource Management
Our Board of Directors believes that human capital management, and the ability to attract, retain and develop key talent, is an essential component of Owens & Minor’s continued growth and success. Our Board also believes that effective human capital management is vital to maintaining a culture that reflects Owens & Minor’s core values and our shared commitment to excellence and ethical business practices.
Management regularly reports to the Compensation and Benefits Committee of the Board of Directors on human capital management topics, including corporate culture, diversity and inclusion, teammate development and compensation and benefits. From time to time, Owens & Minor also conducts teammate engagement surveys to solicit feedback, and reports to the Board on findings developed through these surveys. The Compensation and Benefits Committee has oversight of talent retention and development, including succession planning, and the Board of Directors provides input on important decisions in each of these areas.
Employee Benefits
The Compensation and Benefits Committee believes employee benefits are an essential component of a competitive total compensation package. Owens & Minor’s benefits programs are designed to attract and retain our top talent, and include medical, health and dental insurance, long-term disability insurance, accidental death and disability insurance, travel and accident insurance, and our 401(k) Savings and Retirement Plan. As part of the 401(k) Savings and Retirement Plan, Owens & Minor generally matches 100 percent of the first 4 percent of compensation contributed by a teammate into the 401(k) Savings and Retirement Plan, subject to the Internal Revenue Code and our 401(k) Savings and Retirement Plan limits. Additionally, Owens & Minor may make a discretionary contribution (subject to certain limitations as defined in the 401(k) Savings and Retirement Plan document) to each participant employed on the last day of the plan year who has worked at least 1,000 hours during the year. Lastly, Owens & Minor may also make a profit sharing contribution to the 401(k) Savings and Retirement Plan, at the discretion of the Board of Directors.
COVID-19 Response
In response to the COVID-19 pandemic experienced in 2020, Owens & Minor implemented health and safety protocols to protect our teammates and customers. These protocols meet or exceed health and safety standards required by federal, state and local government agencies, and are based on guidance from the Centers for Disease Control and Prevention and other public health authorities. Actions taken to protect our teammates and customers in response to the COVID-19 pandemic include:
•Providing personal protective equipment (PPE) to teammates in distribution and manufacturing locations;
•Training teammates on proper use of PPE, social distancing, and other mitigation efforts;
•Implementing temperature scans and quarantine protocols;
•Significantly increased remote work and virtual interactions among teammates and with customers;
•Policies were adjusted to assist teammates that need time away from work due to illness, potential exposure or to care for sick family members;
•Adjusted product delivery methods to keep drivers and hospital personnel safe.
For additional discussion of the impact of the COVID-19 pandemic on our business, including on our human capital resources, refer to the Risk Factors in Item 1A of this Form 10-K.
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Available Information
We make our Forms 10-K, Forms 10-Q and Forms 8-K (and all amendments to these reports) available free of charge through the SEC Filings link in the Investor Relations content section on our website located at www.owens-minor.com as soon as reasonably practicable after they are filed with or furnished to the SEC. Information included on our website is not incorporated by reference into this Annual Report on Form 10-K.
You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding Owens & Minor, Inc. (http://www.sec.gov).
Additionally, we have adopted a written Code of Honor that applies to all of our directors, officers and teammates, including our principal executive officer and senior financial officers. This Code of Honor (including any amendments to or waivers of a provision thereof) and our Corporate Governance Guidelines are available on our website at www.owens-minor.com.
Item 1A. Risk Factors
Set forth below are certain risk factors that we currently believe could materially and adversely affect our business, financial condition, results of operations and cash flows. These risk factors are in addition to those mentioned in other parts of this report and are not all of the risks that we face. We could also be affected by risks that we currently are not aware of or that we currently do not consider material to our business.
We are subject to risks related to public health crises or future outbreaks of health crises or other adverse public health developments such as the global pandemic associated with the 2019 novel coronavirus (COVID-19).
As a global healthcare solutions company, we are impacted by public health crises such as the global pandemic associated with COVID-19. The outbreak has significantly increased uncertainty and unpredictability of global economic conditions and the demand for and supply of raw materials and finished goods required for our operations. In addition, public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the adoption of remote working, have impacted our operations. In these challenging and dynamic circumstances, we continue to work to protect our teammates and the public, maintain business continuity and sustain our operations, including ensuring the safety and protection of the people who work in our production and distribution centers across the world, many of whom support the manufacturing and delivery of products that are critical in response to the global pandemic. We may restrict the operations of our production and distribution centers if we deem it necessary or if recommended or mandated by governmental authorities which would have an adverse impact on us. There is a risk that revenues will decrease ultimately resulting in less cash flow, we may see longer duration in receivables collection, and the need to expedite payments to important suppliers may grow. COVID-19 has impacted and may further impact our supply chains relative to global demand for our facial protection, nitrile gloves, and protective apparel products. COVID-19 has also affected and may further affect the ability of suppliers and vendors to provide products and services to us or to do so at acceptable quality levels or prices. Some of these factors could increase the demand for our products, while others could decrease demand or make it more difficult for us to serve customers. For example, the significant reduction in elective surgical procedures, which began mid-March of 2020, resulted in a material negative impact on our revenue for 2020. Any worsening of the COVID-19 pandemic or future outbreaks could result in similar reductions in elective surgical procedures or otherwise reduce demand for our products, any of which could have a material negative impact on our revenues and profit for future periods.
Although we have experienced significant growth in sales volumes for certain of our products (such as PPE) during the COVID-19 pandemic, as well as improved productivity and manufacturing output, there can be no assurance that such growth rates, increased sales volumes or other improvements will be maintained during or following the COVID-19 pandemic. We may also see a decline in such growth rates and sales volumes when the impact of the pandemic subsides and the healthcare system returns to a more normalized state. In particular, demand for such products may also decline as government-sponsored COVID-19 response stimulus, relief and production initiatives, such as those under the Defense Production Act (DPA) and the Coronavirus Aid, Relief and Economic Security (CARES) Act, expire. An accelerated shift of demand away from certain of our products and services could also adversely impact our revenues and profit margins.
Furthermore, COVID-19 has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates. For example, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital. Due to the speed with which the situation is developing and the uncertainty of its duration, any future outbreaks, similar pandemics, the timing of recovery, travel restrictions, business closures or business disruptions, a recession, depression or other sustained adverse market event
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resulting from the spread of the COVID-19 and the effectiveness of actions taken in the United States and other countries to contain and treat the disease, we are not able at this time to predict the extent to which the COVID-19 pandemic, or any future outbreaks or similar pandemics, may have a material effect on our financial or operational results. However, the following adverse risks exist:
•Actions by the United States government or other foreign government could affect our business. These actions include purchasing products that we make or sell, imposing new product standards or allowing the use of alternative products, instituting regulatory requirements to purchase only locally manufactured products, exercising control over manufacturing or distribution operations, including use of the DPA, taking trade actions including the imposition or removal of tariffs or import / export controls, subsidizing the supply of products, or other actions;
•Quarantine decisions by public or private entities may influence our ability to operate or our ability to ship or receive products. For example, if shipping companies cease or reduce land or sea freight channels, raw material and finished good deliveries may be slowed or stopped;
•Our customers may change their payment patterns or lose their ability to pay invoices, which could have a material adverse impact on our cash flow;
•Our suppliers may increase pricing or impose new purchasing requirements, such as minimum purchase quantities or pay-in-advance payment terms, which could have a material adverse impact on our cash flow;
•Raw materials or finished goods that we require for our operations may not be available, or pricing for such items may increase beyond the willingness of our customers to pay;
•New competitors may enter our market, including both small and large scale manufacturers;
•COVID-19 illness among our workers in manufacturing or distribution operations could impact our operations or compel the closure of one or more facilities for an unknown period of time. Labor relations in our facilities related to COVID-19 could also negatively impact our operations;
•We may invest in additional manufacturing capacity for which demand slows in the future, which could have a material adverse impact on our cash flow; and
•Technology infrastructure failures could materially inhibit our operations that currently include a substantial portion of remote work. For example, voice or data line failures resulting from natural, manmade or cyber-attack could impair our ability to operate.
We have incurred additional costs to ensure we meet the needs of our customers, including increasing our workforce in order to produce or distribute certain essential products for our customers, providing personal protective equipment to our workforce, incremental shipping and transportation costs, incremental technology costs, and additional cleaning costs throughout our facilities. We expect to continue to incur additional costs, which may be significant as we continue to implement operational changes in response to this pandemic, any future outbreaks or similar pandemics. Further, our management is focused on mitigating COVID-19, which has required and will continue to require, a large investment of time and resources across our enterprise and will delay other value added services and strategic initiatives. Additionally, some of our teammates are currently working remotely. An extended period of remote work arrangements, and any worsening of the COVID-19 pandemic, or future outbreaks, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. If we do not respond appropriately to the pandemic, any future outbreaks or similar pandemics, or if customers do not perceive our response to be adequate for the United States or our international markets, we could suffer damage to our reputation and our brands, which could adversely affect our business.
The impact of COVID-19 may also exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.
We face competition and accelerating pricing pressure.
The medical/surgical supply distribution industry in the United States is highly competitive and characterized by pricing and margin pressure for our business. We compete with other national distributors and a number of regional and local distributors, as well as customer self-distribution models and, to a lesser extent, certain outsourced logistics companies. Competitive factors within the medical/surgical supply distribution industry include market pricing, total delivered product cost, product availability, the ability to fill and invoice orders accurately, delivery time, range of services provided, efficient product sourcing, inventory management, information technology, electronic commerce capabilities, and the ability to meet customer-specific requirements. Our success is dependent on the ability to compete on the above factors, while managing internal costs and expenses.
These competitive pressures could have a material adverse effect on our results of operations and financial condition.In addition, in recent years, the healthcare industry in the United States has experienced and continues to experience significant consolidation in response to cost containment legislation and general market pressures to reduce costs. This consolidation of our
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customers and suppliers generally gives them greater bargaining power to reduce the pricing available to them, which may adversely impact our results of operations and financial condition.
We have concentration in and dependence on certain healthcare provider customers and Group Purchasing Organizations.
In 2020, although no single customer accounted for 5% of our consolidated net revenue, our top ten customers in the United States represented approximately 21% of our consolidated net revenue. In addition, in 2020, approximately 72% of our consolidated net revenue was from sales to member hospitals under contract with our largest group purchasing organizations (GPO): Vizient, Premier and HPG. We could lose a significant healthcare provider customer or GPO relationship if an existing contract expires without being replaced or is terminated by the customer or GPO prior to its expiration. Although the termination of our relationship with a given GPO would not necessarily result in the loss of the member hospitals as customers, any such termination of a GPO relationship, or a significant individual healthcare provider customer relationship, could have a material adverse effect on our results of operations and financial condition.
Our operating income is dependent on certain significant domestic suppliers.
In North America, we distribute products from approximately 1,100 suppliers and are dependent on these suppliers for the continuing supply of products. In 2020, sales of products of our ten largest domestic suppliers accounted for approximately 41% of consolidated net revenue. No sales of products of any individual suppliers exceeded 10% of our consolidated net revenue for 2020. We rely on suppliers to provide agreeable purchasing and delivery terms and performance incentives. Our ability to sustain adequate operating income has been, and will continue to be, dependent upon our ability to obtain favorable terms and incentives from suppliers, as well as suppliers continuing use of third-party distributors to sell and deliver their products. A change in terms by a significant supplier, the decision of such a supplier to distribute its products directly to healthcare providers rather than through third-party distributors, or a key supplier’s failure to sell and deliver us products necessary to meet our customers’ demands could have a material adverse effect on our results of operations and financial condition.
An interruption in the ability of our business to manufacture products may have a material adverse effect on our business.
We manufacture the majority of our products in nine facilities: four in the United States, one each in Thailand, Ireland and Honduras and two in Mexico. If one or more of these facilities experience damage, or if these manufacturing capabilities are otherwise limited or stopped due to quality, regulatory or other reasons, including pandemic, natural disasters, geopolitical events, prolonged power or equipment failures, labor disputes or unsuccessful imports/exports of products as well as supply chain transportation disruptions, it may not be possible to timely manufacture the relevant products at required levels or at all. A reduction or interruption in any of these manufacturing processes could have a material adverse effect on our business, results of operations, financial condition and cash flows.
An inability to obtain key components, raw materials or manufactured products from third parties may have a material adverse effect on our Global Products segment.
Our Global Products segment depends on the availability of various components, raw materials and manufactured products supplied by others for its operations. If the capabilities of suppliers and third-party manufacturers are limited or stopped, due to quality, regulatory or other reasons, including pandemic, natural disasters, geopolitical events, prolonged power or equipment failures, labor disputes or unsuccessful imports/exports of products as well as supply chain transportation disruptions, or other reasons, that could negatively impact our ability to manufacture or deliver our products and could lead to exposure to regulatory actions. Further, for quality assurance or cost effectiveness, we have purchased from sole suppliers certain components and raw materials such as polymers used in our products, and we expect to continue to purchase these components and raw materials from these sole suppliers. Although there are other sources in the market place for these items, we may not be able to quickly establish additional or replacement sources for certain components or materials due to regulations and requirements of the U.S. Food and Drug Administration (FDA) and other regulatory authorities regarding the manufacture of our products. The loss of any sole supplier or any sustained supply interruption that affects the ability to manufacture or deliver our products in a timely or cost effective manner could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our Global Products segment is exposed to price fluctuations of key commodities, which may negatively impact our results of operations.
Our Global Products segment relies on product inputs, such as polypropylene and nitrile, as well as other commodities, in the manufacture of its products. Prices of these commodities are volatile and have fluctuated significantly in recent years, which may contribute to fluctuations in our results of operations. The ability to hedge commodity prices is limited. Furthermore, due to competitive dynamics, we may be unable to pass along commodity-driven cost increases through higher prices. If we cannot fully offset cost increases through other cost reductions, or recover these costs through price increases or
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surcharges, we could experience lower margins and profitability which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a customer that has a substantial amount owed to us.
We provide credit in the normal course of business to customers. We perform initial and ongoing credit evaluations of customers and maintain reserves for credit losses. The bankruptcy, insolvency or other credit failure of one or more customers with substantial balances due to us could have a material adverse effect on our results of operations, financial condition and cash flows.
Changing conditions in the United States healthcare industry may impact our results of operations.
A large percentage of our revenue is derived in the United States. We, along with our customers and suppliers, are subject to extensive federal and state regulations relating to healthcare as well as the policies and practices of the private healthcare insurance industry. In recent years, there have been a number of government and private initiatives to reduce healthcare costs and government spending. These changes have included an increased reliance on managed care; reductions in Medicare and Medicaid reimbursement levels; consolidation of competitors, suppliers and customers; a shift in healthcare provider venues from acute care settings to clinics, physician offices and home care; and the development of larger, more sophisticated purchasing groups. All of these changes place additional financial pressure on healthcare provider customers, who in turn seek to reduce the costs and pricing of products and services provided by us. We expect the healthcare industry to continue to change significantly and these potential changes, which may include a reduction in government support of healthcare services, adverse changes in legislation or regulations, and further reductions in healthcare reimbursement practices, could have a material adverse effect on our business, results of operations and financial condition.
We may not be able to generate sufficient cash to service our debt and other obligations.
As of December 31, 2020, on a consolidated basis we had approximately $1.0 billion of aggregate principal amount of secured indebtedness as well as approximately $211 million in contractual obligations under our operating leasing arrangements and $283 million of undrawn availability under our credit facilities. Our ratio of total debt to total shareholders’ equity as of December 31, 2020 was 144%.
Our ability to make payments on our indebtedness and our other obligations will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We cannot assure you that we would be able to implement any of these alternatives on satisfactory terms or at all. In the absence of such operating results and resources, we could face substantial liquidity problems and may be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.
If we are unable to service our debt obligations from cash flows, we may need to refinance all or a portion of our debt obligations prior to maturity. Our ability to refinance or restructure our debt will depend upon our financial condition or the condition of the capital markets at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.
We may not be able to refinance, extend or repay our substantial indebtedness which would have a material adverse affect on our financial condition.
Our 2024 Notes become due and payable in December 2024. We may need to raise capital in order to repay the 2024 Notes. As of December 31, 2020, we owed $246 million in principal under our 2024 Notes. If we are unable to raise sufficient capital to repay this obligation at maturity and we are otherwise unable to extend the maturity dates or refinance this obligation, we would be in default. Additionally, our Credit Agreement has a “springing maturity date” with respect to the Term B Loan. If as of the date 91 days prior to the maturity date of our 2024 Notes, all outstanding amounts under the 2024 Notes have not been paid in full, the Termination Date of the Term B Loan shall be the date that is 91 days prior to the maturity date of the 2024 Notes. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay this obligation or that we will be able to extend the maturity dates or otherwise refinance this obligation. Upon a default, our lenders would have
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the right to exercise its rights and remedies to collect, which would include foreclosing on our assets. Accordingly, a default would have a material adverse effect on our business and financial condition.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
Certain borrowings under our Credit Agreement and Receivables Securitization Program bear interest at variable rates and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our earnings and cash flows will correspondingly decrease.
Our credit facilities and our existing notes have restrictive covenants that could limit our financial flexibility.
Our Credit Agreement, including our Term Loans and Revolver, Receivables Securitization Program, as well as the indentures that govern our existing senior notes, contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.
Our credit facilities and the indentures governing our existing notes include restrictions that, among other things, limit our ability to: incur indebtedness; grant liens; engage in acquisitions, mergers, consolidations and liquidations; use of proceeds from asset dispositions for general corporate purposes, restricted payments, or investments; enter into transactions with affiliates; make capital expenditures; and amend, modify or prepay certain indebtedness. Under our credit facilities, we are subject to financial covenants that require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition.
Our failure to comply with these restrictions or covenants could result in a default under the agreements governing the relevant indebtedness. If a default under the credit facilities and the indentures governing our existing notes is not cured or waived, such default could result in the acceleration of debt or other payment obligations under our debt or other agreements that contain cross-acceleration, cross-default or similar provisions, which could require us to repurchase or pay debt or other obligations prior to the date it is otherwise due.
Our ability to comply with covenants contained in the credit facilities, including the Credit Agreement and Receivables Securitization Program, and the indentures governing our existing senior notes and any other debt or other agreements to which we are or may become a party, may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.
We may incur product liability losses, litigation liability, product recalls, safety alerts or regulatory action associated with the products that we source, assemble, manufacture and sell which can be costly and disruptive to our business.
The risk of product liability claims is inherent in the design, assembly, manufacture and marketing of the medical products of the types we sell. A number of factors could result in an unsafe condition or injury to, or death of, a patient with respect to the products that we source, assemble, manufacture or sell, including physician technique and experience in performing the relevant surgical procedure, component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or information.
In addition to product liability claims and litigation, an unsafe condition or injury to, or death of, a patient associated with our products could lead to a recall of, or issuance of a safety alert relating to, our products, or suspension or delay of regulatory product approvals or clearances, product seizures or detentions, governmental investigations, civil or criminal sanctions or injunctions to halt manufacturing and distribution of our products. Any one of these could result in significant costs and negative publicity resulting in reduced market acceptance and demand for our products and harm our reputation. In addition, a recall or injunction affecting our products could temporarily shut down production lines or place products on a shipping hold.
All of the foregoing types of legal proceedings and regulatory actions are inherently unpredictable and, regardless of the outcome, could disrupt our business, result in substantial costs or the diversion of management attention and could have a material adverse effect on our results of operations, financial condition and cash flows.
We must obtain clearance or approval from the appropriate regulatory authorities prior to introducing a new product or a modification to an existing product. The regulatory clearance process may result in substantial costs, delays and limitations on the types and uses of products we can bring to market, any of which could have a material adverse effect on our business.
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In the United States, before we can market a new product, or a new use of, or claim for, or significant modification to, an existing product, we generally must first receive clearance or approval from the FDA and certain other regulatory authorities. Most major markets for medical products outside the United States also require clearance, approval or compliance with certain standards before a product can be commercially marketed. The process of obtaining regulatory clearances and approvals to market a medical product can be costly and time consuming, involve rigorous pre-clinical and clinical testing, require changes in products or result in limitations on the indicated uses of products. We cannot assure you that these clearances and approvals will be granted on a timely basis, or at all. In addition, once a medical product has been cleared or approved, a new clearance or approval may be required before it may be modified, its labeling changed or marketed for a different use. Medical products are cleared or approved for one or more specific intended uses and promoting a device for an off-label use could result in government enforcement action. Furthermore, a product approval or clearance can be withdrawn or limited due to unforeseen problems with the medical product or issues relating to its application. The regulatory clearance and approval process may result in, among other things, delayed, if at all, realization of product net sales, substantial additional costs and limitations on the types of products we may bring to market or their indicated uses, any one of which could have a material adverse effect on our results of operations, financial condition and cash flows.
Our business may be adversely affected if we are unable to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of such rights.
Our intellectual property is an important part of our business. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products and services, potentially resulting in the loss of our competitive advantage and a decrease in our revenue, which would adversely affect our business prospects, financial condition and results of operations. Our success depends in part on our ability to protect our proprietary rights and intellectual property. We rely on a combination of intellectual property rights, such as patents, trademarks, copyrights, trade secrets (including know-how) and domain names, in addition to employee and third-party confidentiality agreements, intellectual property licenses and other contractual rights, to establish, maintain, protect and enforce our rights in our technology, proprietary information and processes. For example, we rely on trademark protection to protect our rights to various marks as well as distinctive logos and other marks associated with our products and services. Furthermore, intellectual property laws and our procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete.
Other parties may also independently develop technologies, products and services that are substantially similar or superior to ours. We also may be forced to bring claims against third parties. However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective, and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering technologies, products or services that are substantially similar or superior to ours and that compete with our business. Our management’s attention may be diverted by these attempts, and we may need to use funds in litigation to protect our proprietary rights against any infringement, misappropriation or other violation.
We may become subject to litigation brought by third parties claiming infringement, misappropriation or other violation by us of their intellectual property rights.
Our commercial success depends in part on avoiding infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties. However, we may become party to disputes from time to time over rights and obligations concerning intellectual property held by third parties. For example, third parties may allege that we have infringed upon or not obtained sufficient rights in the technologies used in our products and services. We cannot assure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights, or that we will not be held to have done so or be accused of doing so in the future. Any claim that we have violated intellectual property or other proprietary rights of third parties, with or without merit, and whether or not it results in litigation, is settled out of court or is determined in our favor, could be time consuming and costly to address and resolve, and could divert the time and attention of management and technical personnel from our business. Our liability insurance may not cover potential claims of this type adequately or at all. Any of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our business and operations depend on the proper functioning of critical facilities, supply chain and distribution networks.
Damage or disruption to our supply chain and distribution capabilities due to pandemic, weather, natural disaster, fire, terrorism, strikes, the financial and/or operational instability of key suppliers, geo-political events or other reasons could impair our ability to distribute products and conduct our business. To the extent that we are unable, or it is not financially feasible, to mitigate the likelihood or potential impact of such events, or to manage effectively such events if they occur, there could be a material adverse effect on our business, financial condition or results of operations. For example, COVID-19 has caused supply
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chain disruptions for certain manufacturers of medical products and an increased demand for these products resulting in the implementation of product allocations by certain manufacturers.
Our operations depend on the proper functioning of information systems, and our business could be adversely affected if we experience a cyber-attack or other systems breach.
We rely on information systems to receive, process, analyze and manage data in distributing thousands of inventory products to customers from numerous distribution and outsourced logistics centers. These systems are also relied upon for billings to and collections from customers, as well as the purchase of and payment for inventory and related transactions from our suppliers. In addition, the success of our long-term growth strategy is dependent upon the ability to continually monitor and upgrade our information systems to provide better service to customers. Our business and results of operations may be materially adversely affected if systems are interrupted or damaged by unforeseen events (including cyber-attacks) or fail to operate for an extended period of time, or if we fail to appropriately enhance our systems to support growth and strategic initiatives.
We are subject to stringent regulatory and licensing requirements.
We are required to comply with extensive and complex laws and regulations at the federal, state and local government levels in the United States and other countries where we operate. We also are required to hold permits and licenses and to comply with the operational and security standards of various governmental bodies and agencies. Any failure to comply with these laws and regulations or any failure to maintain the necessary permits, licenses or approvals, or to comply with the required standards, could disrupt our operations and/or adversely affect our results of operations and financial condition.
Among the U.S. healthcare related laws that we are subject to include the U.S. federal Anti-kickback Statute, the U.S. federal Stark Law, the False Claims Act and similar state laws relating to fraud, waste and abuse. The requirements of these laws are complex and subject to varying interpretations, and it is possible that regulatory authorities could challenge our policies and practices. If we fail to comply with these laws, we could be subject to federal or state government investigations or qui tam actions (false claims cases initiated by private parties purporting to act on behalf of federal or state governments), which could result in civil or criminal sanctions, including the loss of licenses or the ability to participate in Medicare, Medicaid and other federal and state healthcare programs. Such sanctions and damages could adversely affect our results of operations and financial condition.
Our global operations are also subject to risks of violation of laws, including those that prohibit improper payments to and bribery of government officials and other individuals and organizations. These laws include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other similar laws and regulations in foreign jurisdictions, any violation of which could result in substantial liability and a loss of reputation in the marketplace. Failure to comply with these laws also could subject us to civil and criminal penalties that could adversely affect our business and results of operations.
Our Byram business is a Medicare-certified supplier and participates in state Medicaid programs. Failure to comply with applicable standards and regulations could result in civil or criminal sanctions, including the loss of our ability to participate in Medicare, Medicaid and other federal and state healthcare programs.
We collect, handle and maintain patient-identifiable health information and other sensitive personal and financial information, which are subject to federal, state and foreign laws that regulate the use and disclosure of such information. Regulations currently in place continue to evolve, and new laws in this area could further restrict our ability to collect, handle and maintain personal or patient information, or could require us to incur additional compliance costs, either of which could have an adverse impact on our results of operations. Violations of federal (such as the Health Insurance Portability and Accountability Act of 1996, as amended, or HIPAA), state or foreign laws (such as the European Union’s General Data Protection Regulation, as amended, or GDPR) concerning privacy and data protection could subject us to civil or criminal penalties, breach of contract claims, costs for remediation and harm to our reputation.
Compliance with the terms and conditions of Byram’s Corporate Integrity Agreement requires significant resources and, if we fail to comply, we could be subject to penalties or excluded from participation in government healthcare programs, which could seriously harm our results of operations, liquidity and financial condition.
Prior to its acquisition by Owens & Minor, Byram entered into a five-year Corporate Integrity Agreement beginning April 2016 with the Office of Inspector General of the United States Department of Health and Human Services (“OIG”). The Corporate Integrity Agreement provides that Byram shall, among other things, establish and maintain a compliance program, including a corporate compliance officer and committee, a code of conduct, comprehensive compliance policies and procedures, training and monitoring, a review process for certain arrangements between Byram and referral sources, a compliance hotline, an open door policy and a disciplinary process for compliance violations. The Corporate Integrity
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Agreement further provides that Byram shall provide periodic reports to the OIG, complete certain regular certifications and engage an Independent Review Organization to perform reviews of certain arrangements between Byram and referral sources.
Failing to meet the Corporate Integrity Agreement obligations could have material adverse consequences for Byram including monetary penalties for each instance of non-compliance. In addition, in the event of an uncured material breach or deliberate violation of the Corporate Integrity Agreement, we could be excluded from participation in federal healthcare programs, or other significant penalties, which could seriously harm our results of operations, liquidity and financial results.
We could be subject to adverse changes in the tax laws or challenges to our tax positions.
We operate throughout the United States and other countries. As a result, we are subject to the tax laws and regulations of the United States federal, state and local governments and of various foreign jurisdictions. From time to time, legislative and regulatory initiatives are proposed, including but not limited to proposals to repeal LIFO (last-in, first-out) treatment of inventory in the United States or changes in tax accounting methods for inventory, import tariffs and taxes, or other tax items. In addition, a new presidential administration and a new Congress recently took office in the United States. It is not yet known what changes Congress, working with the President, will make to existing tax laws and how those changes (if any) will affect the economy, our business, results of operations, financial condition and cash flows. These and other changes in tax laws and regulations could adversely affect our tax positions, tax rate or cash payments for taxes. There can be no assurance that our effective tax rate will not be materially adversely affected by legislation resulting from these initiatives.
Our global operations increase the extent of our exposure to the economic, political, currency, regulatory and other risks of international operations.
Our global operations involve issues and risks, including but not limited to the following, any of which could have an adverse effect on our business and results of operations:
•Lack of familiarity with and expertise in conducting business in foreign markets;
•Foreign currency fluctuations and exchange risk;
•Unexpected changes in foreign regulations or conditions relating to labor, the economic or political environment, and social norms or requirements;
•Adverse tax consequences and difficulties in repatriating cash generated or held abroad;
•Local economic environments, recession, inflation, indebtedness, currency volatility and competition; and
•Changes in trade protection laws and other laws affecting trade and investment, including import/export regulations in both the United States and foreign countries.
General economic conditions may adversely affect demand for our products and services.
Poor or deteriorating economic conditions in the United States and the other countries in which we conduct business could adversely affect the demand for healthcare services and consequently, the demand for our products and services. Poor economic conditions also could lead our suppliers to offer less favorable terms of purchase to distributors, which would negatively affect our profitability. These and other possible consequences of financial and economic decline could have a material adverse effect on our business, results of operations and financial condition.
Our continued success is substantially dependent on positive perceptions of our reputation.
One of the reasons why customers choose to do business with us and why teammates choose us as a place of employment is the reputation that we have built over many years. To be successful in the future, we must continue to preserve, grow and leverage the value of our brand. Reputational value is based in large part on perceptions of subjective qualities. Even an isolated incident, or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation, and as a result, could tarnish our brand and lead to adverse effects on our business, financial condition and results of operations.
We may experience competition from third-party online commerce sites.
Traditional distribution relationships are being challenged by online commerce solutions. Such competition will require us to cost-effectively adapt to changing technology, to continue to provide enhanced service offerings and to continue to differentiate our business (including with additional value-added services) to address demands of consumers and customers on a timely basis. The emergence of such competition and our inability to anticipate and effectively respond to changes on a timely basis could have a material adverse effect on our business.
Audits by tax authorities could result in additional tax payments for prior periods, and tax legislation could materially adversely affect our financial results and tax liabilities.
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The amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. In addition, tax laws and regulations are extremely complex and subject to varying interpretations. Although we believe that our historical tax positions are sound and consistent with applicable laws, regulations and existing precedent, they can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. If these audits result in assessments different from our reserves, our future results may include unfavorable adjustments to our tax liabilities.
Our goodwill may become impaired, which would require us to record a significant charge to earnings in accordance with generally accepted accounting principles.
U.S. GAAP requires us to test our goodwill for impairment on an annual basis, or more frequently if indicators for potential impairment exist. The testing required by GAAP involves estimates and judgments by management. Although we believe our assumptions and estimates are reasonable and appropriate, any changes in key assumptions, including a failure to meet business plans or other unanticipated events and circumstances such as a rise in interest rates, may affect the accuracy or validity of such estimates. No impairment charges to goodwill were recorded in 2020 or 2019. We may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined, which charge could adversely affect our results of operations.
The market price for our common stock may be highly volatile.
The market price for our common stock may be highly volatile. A variety of factors may have a significant impact on the market price of our common stock, including, but not limited to:
•the publication of earnings estimates or other research reports and speculation in the press or investment community;
•the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
•changes in our industry and competitors;
•changes in government or legislation;
•changes in our board of directors or management;
•our financial condition, results of operations and cash flows and prospects;
•activism by any single large shareholder or combination of shareholders;
•lawsuits threatened or filed against us;
•any future issuances of our common stock, which may include primary offerings for cash, stock splits, issuances in connection with business acquisitions, issuances of restricted stock/units and the grant or exercise of stock options from time to time;
•trading volume of our common stock;
•general market and economic conditions;
•any outbreak or escalation of hostilities in areas where we do business;
•impact of the COVID-19 pandemic, any worsening of the COVID-19 pandemic, or future outbreaks and any future pandemics; and
•the other factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us.
In addition, the NYSE can experience price and volume fluctuations that can be unrelated or disproportionate to the operating performance of the companies listed on NYSE. Broad market and industry factors may negatively affect the market price of our common stock, regardless of actual operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against companies. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business.
Our inability to adequately integrate acquisitions could have a material adverse effect on our operations.
In connection with our growth strategy, we from time to time acquire other businesses, that we believe will expand or complement our existing businesses and operations. The integration of acquisitions involves a number of significant risks, which may include but are not limited to, the following:
•Expenses and difficulties in the transition and integration of operations and systems;
•Retention of current customers and the ability to obtain new customers;
•The assimilation and retention of personnel, including management personnel, in the acquired businesses;
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•Accounting, tax, regulatory and compliance issues that could arise;
•Difficulties in implementing uniform controls, procedures and policies in our acquired companies;
•Unanticipated expenses incurred or charges to earnings based on unknown circumstances or liabilities;
•Failure to realize the synergies and other benefits we expect from the acquisition or at the pace we anticipate;
•General economic conditions in the markets in which the acquired businesses operate;
•Difficulties encountered in conducting business in markets where we have limited experience and expertise;
•Failure to fully integrate information technology;
•Inadequate indemnification from the seller; and
•Failure of the seller to perform under any transition services agreement.
If we are unable to successfully complete and integrate our strategic acquisitions in a timely manner, our business, growth strategies and results of operations could be adversely affected.
Our ability to attract and retain talented and qualified teammates is critical to our success and competitiveness.
The success of our business depends on our ability to attract, engage, develop and retain qualified and experienced teammates, including key executives. We may not be able to successfully compete for, attract, or retain qualified and experienced teammates. Competition among potential employers might result in increased salaries, benefits or other employee-related costs, or in our failure to recruit and retain teammates. We may experience sudden loss of key personnel due to a variety of causes, including illness, and must adequately plan for succession of key executive roles. Teammates might not successfully transition into new roles. Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our Global Solutions segment operated distribution centers as well as office and warehouse space across the United States as of December 31, 2020. We leased all of the centers from unaffiliated third parties with the exception of two locations, one of which we own and the other is owned by a customer. We also leased customer service centers as well as small offices for sales personnel across the United States. In addition, we leased space on a temporary basis from time to time to meet our inventory storage needs.
At December 31, 2020, our Global Products segment operated facilities located throughout the world that handle production, assembly, research, quality assurance testing, distribution and packaging of our products.
We own our corporate headquarters building, and adjacent acreage, in Mechanicsville, Virginia, a suburb of Richmond, Virginia.
The following table provides a summary of our principal facilities:
| Owned | Leased | Other | Total | Location | ||||||||||||||||||||||
| Production | 6 | 3 | — | 9 | United States, Europe, Honduras, Mexico and Thailand | |||||||||||||||||||||
| Distribution | 1 | 48 | 1 | 50 | United States, Canada and India | |||||||||||||||||||||
| Storage | — | 10 | — | 10 | United States, Honduras and Mexico | |||||||||||||||||||||
| Office | 1 | 29 | — | 30 | United States, Asia, Australia, Canada and Europe | |||||||||||||||||||||
| Total | 8 | 90 | 1 | 99 | ||||||||||||||||||||||
We regularly assess our business needs and make changes to the capacity and location of distribution and outsourced logistics centers. We believe that our facilities are adequate to carry on our business as currently conducted. A number of leases are scheduled to terminate within the next several years. We believe that, if necessary, we could find facilities to replace these leased premises without suffering a material adverse effect on our business.
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Item 3. Legal Proceedings
We are subject to various legal actions that are ordinary and incidental to our business, including contract disputes, employment, workers’ compensation, product liability, regulatory and other matters. We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters. In addition, we believe that any potential liability arising from employment, product liability, workers’ compensation and other personal injury litigation matters would be adequately covered by our insurance, subject to policy limits, applicable deductibles and insurer solvency. While the outcome of legal actions cannot be predicted with certainty, we believe, based on current knowledge and the advice of counsel, that the outcome of these currently pending matters, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.
Part II
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Owens & Minor, Inc.’s common stock trades on the New York Stock Exchange under the symbol OMI. As of February 16, 2021, there were 2,666 common shareholders of record. We believe there are an estimated additional 28,814 beneficial holders of our common stock. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of our dividend payments.
In May 2020, we entered into an equity distribution agreement, pursuant to which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $50.0 million. We intend to use the net proceeds from the sale of our securities offered by this program for the repayment of indebtedness and/or for general corporate and working capital purposes. As of December 31, 2020, no shares were issued and $50.0 million of common stock remained available under the at-the-market equity financing program.
On October 6, 2020, we completed a follow-on equity offering wherein we sold an aggregate of 8,475,000 shares of our common stock at an offering price of $20.50, resulting in net proceeds to us of approximately $165 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. Pursuant to the underwriting agreement, we granted the underwriters an option to purchase up to an additional 1,271,250 shares of our common stock, which the underwriters exercised in full. Inclusive of this exercised option, net proceeds to us were approximately $190 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. We used the proceeds from the follow-on equity offering to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $51.7 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30.0 million of borrowings under the revolving credit facility.
Item 6. Selected Consolidated Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations is intended to assist the reader in the understanding and assessment of significant changes and trends related to our results of operations. The discussion and analysis presented below refers to, and should be read in conjunction with, the consolidated financial statements and accompanying notes included in Item 8 of Part II of this Annual Report on Form 10-K.
Overview
Owens & Minor, Inc., along with its subsidiaries, (we, us, our or the Company) is a leading global healthcare solutions company. On June 18, 2020 (the Divestiture Date), we completed the divestiture of our European logistics business, Movianto (the Divestiture), as well as certain support functions in our Dublin, Ireland office, to Walden Group SAS (the Buyer) and EHDH (as Buyer’s guarantor) for cash consideration of $133 million. The Divestiture provides us with a greater ability to focus on and invest in our differentiated products, services and U.S. distribution businesses. The net proceeds were used to repurchase our 2021 Notes (see Note 10, “Debt”). We recorded a loss of $65.5 million in connection with the Divestiture for the year ended December 31, 2020.
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As a result of the Divestiture, the results of operations from our Movianto business are reported as “Loss from discontinued operations, net of tax” through the Divestiture Date and the related assets and liabilities were classified as “held- for-sale” in the consolidated balance sheet as of December 31, 2019. See Note 3, “Discontinued Operations,” of the Notes to Consolidated Financial Statements for further information. Unless otherwise indicated, the following information relates to continuing operations.
Income from continuing operations per diluted share was $1.39 for the year ended December 31, 2020, an increase of $1.76 compared to 2019. Global Solutions segment operating income was $30.9 million for the year ended December 31, 2020, compared to $83.6 million for 2019. The decline was due to lower distribution revenues as a result of customer non-renewals that occurred in 2019 and a reduction in elective surgical procedures primarily due to the impact of COVID-19. Global Products segment operating income was $260 million for the year ended December 31, 2020, compared to $65.1 million for 2019. The increase was a result of higher revenues from greater market demand for personal protective equipment and favorable product mix combined with continued operating efficiencies compared to 2019.
COVID-19 Update
We are closely monitoring the impact of COVID-19 on all aspects of our business, including how it impacts our customers, teammates, suppliers, vendors and distribution channels. We have taken actions to protect our teammates while maintaining business continuity as we respond to the needs from this global pandemic. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our teammates, customers, suppliers and shareholders.
Revenue in 2020 of $8.5 billion includes a significant overall impact from COVID-19 related to the reduction of surgical procedures beginning in mid-March, which was partially offset by a greater demand for PPE. Operating income also benefited from improved productivity and increased manufacturing output related to PPE, favorable product mix and operating efficiencies. We have expanded our PPE production operations to 24 hours a day, 7 days a week, and have taken measures to increase and improve our production such as retooling existing equipment, installing and optimizing new production lines and ramping up our new non-woven fabric machinery. We have delivered over 12 billion units of PPE to healthcare workers in the fight against COVID-19, of which approximately 5 billion units were produced with materials manufactured in our American factories or Owens & Minor owned facilities, since January 2020. We expect that we will continue servicing our customers' needs related to the heightened demand for our PPE as a result of various factors, including the implementation of new regulations and healthcare protocols calling for increased use of PPE, healthcare professional preference for medical grade PPE, stockpile PPE demand and the creation of new channels for PPE demand in healthcare, non-healthcare and international markets.
We are evaluating various government-sponsored COVID-response stimulus, relief, and production initiatives such as under the DPA and recent CARES Act. In March 2020, under the DPA, we were awarded a contract with the U.S. Department of Health and Human Services (HHS) to produce N-95 respirator masks in an effort to replenish the Strategic National Stockpile. In April 2020, also under the DPA, the U.S. Department of Defense initiated a technology investment agreement with us involving up to $30.0 million of anticipated funding of assets to expand capacity to supply N-95 respirator masks. Through December 31, 2020, approximately $27.0 million had been expended and $20.8 million had been reimbursed in accordance with this arrangement. In addition, as allowed under the CARES Act, we filed for $13.7 million and $17.6 million income tax refunds with the Internal Revenue Service (IRS) related to the carryback of net operating losses (NOL) incurred in 2018 and 2019. As of December 31, 2020, we have received substantially all of the refunds. In connection with these NOL carryback items, we recorded a $12.5 million income tax benefit for the year ended December 31, 2020.
We are unable to predict the timing of the pandemic and the full impact that COVID-19 will have on our future financial position and operating results due to numerous variables and continued uncertainties. Although we have experienced growth in sales volumes for certain of our products (such as PPE) during the COVID-19 pandemic, as well as improved productivity and manufacturing output, there can be no assurance that such growth rates, increased sales volumes or other improvements will be maintained during or following the COVID-19 pandemic. See Item 1A. Risk Factors — “We are subject to risks related to public health crises or future outbreaks of health crises or other adverse public health developments such as the global pandemic associated with the 2019 novel coronavirus (COVID-19).”
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Supplemental Financial Information
(in thousands, except ratios and per share data)
| At or for the years ended December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Summary of Operations: | |||||||||||
| Net revenue | $ | 8,480,177 | $ | 9,210,939 | |||||||
| Income (loss) from continuing operations | $ | 88,074 | $ | (22,584) | |||||||
| Per Common Share: | |||||||||||
| Income (loss) from continuing operations per share—basic and diluted | $ | 1.39 | $ | (0.37) | |||||||
| Cash dividends | $ | 0.01 | $ | 0.01 | |||||||
| Stock price at year end | $ | 27.05 | $ | 5.17 | |||||||
| Summary of Financial Position: | |||||||||||
| Total assets | $ | 3,335,639 | $ | 3,643,084 | |||||||
| Cash and cash equivalents | $ | 83,058 | $ | 67,030 | |||||||
| Total debt | $ | 1,025,967 | $ | 1,559,652 | |||||||
| Total equity | $ | 712,054 | $ | 462,154 | |||||||
| Selected Ratios: | |||||||||||
| Gross margin as a percent of revenue | 15.10 | % | 12.25 | % | |||||||
| Distribution, selling and administrative expenses as a percent of revenue | 12.28 | % | 11.11 | % | |||||||
| Operating income as a percent of revenue | 2.41 | % | 0.79 | % | |||||||
Days sales outstanding (DSO) (1) | 26.0 | 27.1 | |||||||||
Inventory days (2) | 57.8 | 55.3 | |||||||||
(1) Based on year end accounts receivable and net revenue for the fourth quarter ended December 31, 2020 and 2019
(2) Based on year end merchandise inventories and cost of goods sold for the fourth quarter ended December 31, 2020 and 2019
Results of Operations
2020 compared to 2019
| Net revenue. | For the years ended December 31, | Change | |||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Global Solutions | $ | 7,212,011 | $ | 8,243,867 | $ | (1,031,856) | (12.5) | % | |||||||||||||||
| Global Products | 1,810,331 | 1,433,977 | 376,354 | 26.2 | % | ||||||||||||||||||
| Inter-segment | (542,165) | (466,905) | (75,260) | (16.1) | % | ||||||||||||||||||
| Net revenue | $ | 8,480,177 | $ | 9,210,939 | $ | (730,762) | (7.9) | % | |||||||||||||||
The change in net revenue for the year ended December 31, 2020 reflected the impact of lower distribution revenues as a result of customer non-renewals that occurred in 2019 and a reduction in elective surgical procedures primarily due to the impact of COVID-19. These were partially offset by revenue growth in Global Products from increased demand for PPE and growth in Byram, our Home Healthcare business. Foreign currency translation had a $2.6 million favorable impact on net revenue for the year ended December 31, 2020 as compared to the prior year.
| Cost of goods sold. | For the years ended December 31, | Change | |||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Cost of goods sold | $ | 7,199,343 | $ | 8,082,448 | $ | (883,105) | (10.9) | % | |||||||||||||||
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Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are the primary obligor and bear risk of general and physical inventory loss. These are sometimes referred to as distribution contracts. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs associated with our Global Products business. There is no cost of goods sold associated with our fee-for-service arrangements. Cost of goods sold compared to prior year reflects changes in sales activity, including sales mix.
| Gross margin. | For the years ended December 31, | Change | |||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Gross margin | $ | 1,280,834 | $ | 1,128,491 | $ | 152,343 | 13.5 | % | |||||||||||||||
| As a % of net revenue | 15.10 | % | 12.25 | % | |||||||||||||||||||
Gross margin for the year ended December 31, 2020 was impacted by improved sales mix and productivity, operating efficiencies in Global Products and a favorable impact from foreign currency translation of $7.3 million.
We value distribution inventory held in the United States under the LIFO method. Had inventory been valued under the first-in, first-out (FIFO) method, gross margin as a percentage of net revenue would have been 19 basis points higher in 2020 and 9 basis points higher in 2019.
| Operating expenses. | For the years ended December 31, | Change | |||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Distribution, selling & administrative expenses | $ | 1,041,336 | $ | 1,023,065 | $ | 18,271 | 1.8 | % | |||||||||||||||
| As a % of net revenue | 12.28 | % | 11.11 | % | |||||||||||||||||||
| Acquisition-related and exit and realignment charges | $ | 37,752 | $ | 30,050 | $ | 7,702 | 25.6 | % | |||||||||||||||
| Other operating (income) expense, net | $ | (2,372) | $ | 2,225 | $ | (4,597) | (206.6) | % | |||||||||||||||
Distribution, selling and administrative (DS&A) expenses include labor and warehousing costs associated with our distribution and outsourced logistics services and all costs associated with our fee-for-service arrangements. Shipping and handling costs are primarily included in DS&A expenses and include costs to store, move, and prepare products for shipment, as well as costs to deliver products to customers. Overall DS&A expenses were affected by the revenue decline and change in mix and investments in the business, partially offset by operational efficiencies. DS&A expenses also included an unfavorable impact for foreign currency translation of $0.5 million for the year ended December 31, 2020.
Acquisition-related charges were $11.8 million and $15.7 million for the years ended December 31, 2020 and 2019, and consisted primarily of transition costs for the Halyard acquisition. Exit and realignment charges were $25.9 million and $14.4 million for the years ended December 31, 2020 and 2019. Amounts in 2020 were associated with severance from reduction in workforce, IT restructuring charges, post closing costs associated with the Movianto divestiture, costs associated with the sale of certain assets of Fusion5 and other costs related to the reorganization of the U.S. commercial, operations and executive teams. Amounts in 2019 were associated with severance from reduction in workforce 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.
The change in other operating (income) expense, net was attributed primarily to a gain on legal settlement and lower software as a service implementation expenses due to the adoption of ASU No. 2018-15 as of January 1, 2020. See Note 1 in Notes to Consolidated Financial Statements.
| Interest expense, net. | For the years ended December 31, | Change | |||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Interest expense, net | $ | 83,398 | $ | 98,113 | $ | (14,715) | (15.0) | % | |||||||||||||||
| Effective interest rate | 6.39 | % | 6.36 | % | |||||||||||||||||||
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Interest expense decreased year over year primarily due to a reduction in debt, which was partially offset by the amortization of additional deferred financing costs as a result of the Fifth Amendment to the Credit Agreement in February 2020. See Note 10 in Notes to Consolidated Financial Statements.
Other expense, net.
| For the years ended December 31, | Change | ||||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Other expense, net | $ | 10,812 | $ | 3,757 | $ | 7,055 | 187.8 | % | |||||||||||||||
Other expense, net in 2020 includes a make-whole premium related to the extinguishment of our 2021 Notes, the write-off of deferred financing costs, third party fees incurred and interest cost and net actuarial losses related to the U.S. Retirement Plan, offset by a gain from the surrender of company-owned life insurance policies and gain on extinguishment of debt related to the partial repurchase of our 2021 and 2024 Notes. Other expense, net in 2019 includes interest cost and net actuarial losses related to the U.S. Retirement Plan, the 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, and a gain on extinguishment of debt related to the partial repurchase of our 2021 Notes.
| Income taxes. | For the years ended December 31, | Change | |||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Income tax provision (benefit) | $ | 21,834 | $ | (6,135) | $ | 27,969 | 455.9 | % | |||||||||||||||
| Effective tax rate | 19.9 | % | 21.4 | % | |||||||||||||||||||
The change in the effective tax rates compared to 2019 resulted primarily from income tax benefits recorded in 2020 associated with the CARES Act and year over year changes in, and mixture of, income and losses in jurisdictions in which we operate. In addition, the provision for income taxes reflects an increase in our reserve for uncertain tax positions for the year ended December 31, 2020 in connection with the IRS audit of our 2015 and 2016 consolidated income tax returns described in Note 14 in the Notes to Consolidated Financial Statements.
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Financial Condition, Liquidity and Capital Resources
Financial condition. We monitor operating working capital through days sales outstanding (DSO) and merchandise inventory days. We estimate a hypothetical increase (decrease) in DSO of one day would result in a decrease (increase) in our cash balances, an increase (decrease) in borrowings against our revolving credit facility, or a combination thereof of approximately $26 million.
The majority of our cash and cash equivalents are held in cash depository accounts with major banks in the United States, Europe, and Asia. Changes in our working capital can vary in the normal course of business based upon the timing of inventory purchases, collection of accounts receivable, and payments to suppliers.
| December 31, | Change | ||||||||||||||||||||||
| (Dollars in thousands) | 2020 | 2019 | $ | % | |||||||||||||||||||
| Cash and cash equivalents | $ | 83,058 | $ | 67,030 | $ | 16,028 | 23.9 | % | |||||||||||||||
| Accounts receivable, net | $ | 700,792 | $ | 674,706 | $ | 26,086 | 3.9 | % | |||||||||||||||
Days sales outstanding (1) | 26.0 | 27.1 | |||||||||||||||||||||
| Merchandise inventories | $ | 1,233,751 | $ | 1,146,192 | $ | 87,559 | 7.6 | % | |||||||||||||||
Inventory days (2) | 57.8 | 55.3 | |||||||||||||||||||||
| Accounts payable | $ | 1,000,186 | $ | 808,035 | $ | 192,151 | 23.8 | % | |||||||||||||||
(1) Based on year end accounts receivable and net revenue for the fourth quarter ended December 31, 2020 and 2019
(2) Based on year end merchandise inventories and cost of goods sold for the fourth quarter ended December 31, 2020 and 2019
Liquidity and capital expenditures. The following table summarizes our consolidated statements of cash flows, which relates to continuing operations and discontinued operations:
| For the years ended December 31, | |||||||||||
| (Dollars in thousands) | 2020 | 2019 | |||||||||
| Net cash provided by (used for): | |||||||||||
| Operating activities | $ | 339,223 | $ | 166,085 | |||||||
| Investing activities | 80,073 | (51,897) | |||||||||
| Financing activities | (379,386) | (130,197) | |||||||||
| Effect of exchange rate changes on cash | 9,909 | (2,671) | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | $ | 49,819 | $ | (18,680) | |||||||
Cash provided by operating activities in 2020 and 2019 reflected fluctuations in net income along with favorable changes in working capital.
Cash provided by investing activities in 2020 included cash consideration received of $133 million from the sale of Movianto, proceeds of $6.0 million from the surrender of company-owned life insurance policies, and capital expenditures of $59.2 million for our strategic and operational efficiency initiatives associated with property and equipment, investments for increased manufacturing capacity in the Americas, and capitalized software. Cash used for investing activities in 2019 included capital expenditures of $52.2 million for our strategic and operational efficiency initiatives associated with property and equipment and capitalized software.
Cash used for financing activities in 2020 included dividend payments of $0.6 million and repayments of $74.7 million under our revolving credit facility, compared to $5.2 million and $32.2 million, for the same period of 2019. We also had proceeds from borrowings in 2020 of $155 million related to the Accounts Receivable Securitization Program and proceeds from the issuance of common stock in 2020 of $190 million related to our follow-on equity offering. Financing activities also included repayments of $617 million in 2020, compared to $85.6 million in the same period of 2019, on our term loans (under the Credit Agreement) and 2021 and 2024 Notes. We used $269 million of cash to repurchase $267 million aggregate principal amount of the 2021 and 2024 Notes during 2020, which included a $5.0 million make-whole premium paid to fully retire the 2021 Notes in November 2020. In 2019, we used $36.2 million of cash to repurchase $37.3 million aggregate principal amount of the 2021 Notes. We also paid $10.4 million in financing costs related to the Fifth Amendment to the Credit Agreement in 2020, as compared to $4.3 million in financing costs related to the Fourth Amendment to the Credit Agreement in February 2019.
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Capital resources. Our sources of liquidity include cash and cash equivalents, a revolving credit facility under our Credit Agreement with Bank of America, N.A, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and a syndicate of lenders (the Credit Agreement), and the Receivables Securitization Program. The Credit Agreement provides a revolving borrowing capacity of $400 million. The interest rate on our revolving credit facility and Term A Loans is based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage which varies depending on Consolidated Total Leverage Ratio (each as defined in the Credit Agreement). Our interest rate on the revolving credit facility at December 31, 2020 was Eurocurrency Rate plus 2.75%. Our Term B Loan accrues interest based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage of 3.50% per annum for Base Rate Loans and 4.50% per annum for Eurocurrency Rate Loans (each as defined in the Credit Agreement). Our interest rate on the Term B Loan at December 31, 2020 was Eurocurrency Rate plus 4.50%. We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the revolving credit facility.
At December 31, 2020 and 2019, we had borrowings of $103 million and $178 million, and letters of credit of $13.9 million and $11.7 million, outstanding under the revolving credit facility. At December 31, 2020 and 2019, we had $283 million and $209 million, available for borrowing. The December 31, 2019 availability reflected letters of credit associated with discontinued operations of $1.1 million. We also had letters of credit and bank guarantees outstanding for $1.6 million and $1.5 million as of December 31, 2020 and 2019, which supports certain leased facilities as well as other normal business activities in the United States and Europe. These letters of credit and guarantees were issued independent of the Credit Agreement.
We have a Security and Pledge Agreement (the Security Agreement) pursuant to which we granted collateral on behalf of the holders of the 2021 Notes and the holders of the 2024 Notes and the parties secured under the Credit Agreement (the Secured Parties) including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions. The Fifth Amendment to the Credit Agreement included additional collateral requirements of the Credit Parties, including an obligation to pledge our owned U.S. real estate and the remaining equity interests in foreign subsidiaries.
Our Credit Agreement has a “springing maturity date” with respect to the Term B Loan. If the outstanding balance of the 2024 Notes has not been paid in full as of the date 91 days prior to the maturity date of the 2024 Notes, the Termination Date of the Term B Loan shall be the date that is 91 days prior to the maturity date of the 2024 Notes. The revolving credit facility matures in July 2022 and the Term B Loan matures in April 2025.
On February 19, 2020, we entered into an accounts receivable securitization program (the Receivables Securitization Program). Pursuant to the Receivables Securitization Program the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $325 million outstanding at any time. The interest rate under the Receivables Securitization Program is based on a spread over the London Interbank Offered Rate (LIBOR) dependent on the tranche period thereto and any breakage fees accrued. Under the Receivables Securitization Program, certain of our subsidiaries sell substantially all of their accounts receivable balances to our wholly owned special purpose entity, O&M Funding LLC. The Receivables Securitization Program matures on February 17, 2023. In February 2020, we drew $150 million from the Receivables Securitization Program to repay portions of the Term A Loans, consistent with the terms of the Fifth Amendment to the Credit Agreement. The Fifth Amendment to the Credit Agreement requires that any additional draws on the Receivables Securitization Program are restricted for use to repay the 2021 Notes or Term A Loans to the extent those instruments are outstanding.The Credit Agreement, Receivables Securitization Program, and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. The terms of the Credit Agreement also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at December 31, 2020.
Current maturities include $34.4 million of the remaining Term A-2 Loan principal balance, which was repaid in full on January 4, 2021, scheduled principal payments within the next 12 months of $5.0 million for our Term B Loan, and $1.1 million in short-term finance leases.
In May 2020, we entered into an equity distribution agreement, pursuant to which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $50.0 million. We intend to use the net proceeds from the sale of our securities offered by this program for the repayment of indebtedness and/or for general corporate and working capital purposes. As of December 31, 2020 no shares were issued and $50.0 million of common stock remained available under the at-the-market equity financing program.
On October 6, 2020, we completed a follow-on equity offering wherein we sold an aggregate of 8,475,000 shares of our common stock at an offering price of $20.50, resulting in net proceeds to us of approximately $165 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. Pursuant to the
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underwriting agreement, we granted the underwriters an option to purchase up to an additional 1,271,250 shares of our common stock, which the underwriters exercised in full. Inclusive of this exercised option, net proceeds to us were approximately $190 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions.
We used the proceeds from the follow-on equity offering completed on October 6, 2020 to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $51.7 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30.0 million of borrowings under the revolving credit facility.
On November 30, 2020 (Redemption Date), we elected to redeem all of our outstanding 2021 Notes. As required by the Fourth Supplemental Indenture, the redemption price included accrued and unpaid interest to, but not including, the Redemption Date, and a redemption premium of $5.0 million, which reflected the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points. Including the tender offer, we used $269 million of cash to repurchase $267 million aggregate principal amount of the 2021 Notes and 2024 Notes during 2020. We used $36.2 million of cash to repurchase $37.3 million aggregate principal amount of the 2021 Notes during 2019.
We regularly evaluate market conditions, our liquidity profile and various financing alternatives to enhance our capital structure. From time to time, we may enter into transactions to repay, repurchase or redeem our outstanding indebtedness (including by means of open market purchases, privately negotiated repurchases, tender or exchange offers and/or repayments or redemptions pursuant to the debt’s terms). Our ability to consummate any such transaction will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We cannot provide any assurance as to if or when we will consummate any such transactions or the terms of any such transaction.
In 2018, the fourth quarter dividend was accrued at December 31, 2018 and paid in January 2019. We paid cash dividends on our outstanding common stock at the rate of $0.0025 per common share for each of the four quarters of 2020 and 2019. In February 2021, the Board of Directors approved the first quarter dividend of $0.0025 per common share. The payment of future dividends remains within the discretion of the Board of Directors and will depend upon our results of operations, financial condition, capital requirements, current and future limitations under our Credit Agreement (as amended) and other factors.
We believe available financing sources, including cash generated by operating activities and borrowings under the Credit Agreement and Receivables Securitization Program, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic growth, payments under long-term debt and lease arrangements, payments of quarterly cash dividends, debt repurchases and other cash requirements. While we believe that we will have the ability to meet our financing needs in the foreseeable future, changes in economic conditions may impact (i) the ability of financial institutions to meet their contractual commitments to us, (ii) the ability of our customers and suppliers to meet their obligations to us or (iii) our cost of borrowing.
We earn a portion of our operating income in foreign jurisdictions outside the United States. Our cash and cash equivalents held by our foreign subsidiaries totaled $72.0 million and $52.9 million at December 31, 2020 and 2019. We continue to remain permanently reinvested in our foreign subsidiaries, with the exception of a subsidiary in Thailand. We have no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiary located in Thailand as of December 31, 2020. As such, we have recorded withholding tax liabilities that would be incurred upon future distribution to the U.S. There are no unrecognized deferred taxes as there is no outside basis difference unrelated to unremitted earnings for Thailand. We will continue to evaluate our foreign earnings repatriation policy in 2021 for all our foreign subsidiaries.
Guarantor and Collateral Group Summarized Financial Information
We are providing the following information in compliance with Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and Rule 13-02 of Regulation S-X, of with respect to our 2024 Notes. See Note 10 of the accompanying consolidated financial statements for additional information regarding the terms of the 2024 Notes.
The following tables present summarized financial information for Owens & Minor, Inc. and the guarantors of Owens & Minor, Inc.’s 2024 Notes (together, "the Guarantor Group"), on a combined basis with intercompany balances and transactions between entities in the Guarantor Group eliminated. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several.
Summarized financial information of the Guarantor Group is as follows:
26
| Summarized Consolidated Statement of Operations - Guarantor Group | For the year ended December 31, 2020 | ||||
| (Dollars in thousands) | |||||
Net revenue(1) | $ | 8,319,301 | |||
| Gross margin | 1,202,019 | ||||
| Operating income | 166,761 | ||||
| Income from continuing operations, net of tax | 60,783 | ||||
| Net income | 60,783 | ||||
(1)Includes $190 million in sales to non-guarantor subsidiaries for the year ended December 31, 2020.
| Summarized Consolidated Balance Sheet - Guarantor Group | December 31, 2020 | ||||
| (Dollars in thousands) | |||||
| Total current assets | $ | 1,559,248 | |||
| Intercompany receivable | 399,484 | ||||
| Total assets | 2,943,125 | ||||
| Current liabilities | 1,374,800 | ||||
| Intercompany payable | 89,040 | ||||
| Total liabilities | 2,465,894 | ||||
The following tables present summarized financial information for Owens & Minor, Inc. and the subsidiaries of Owens & Minor, Inc.’s 2024 Notes pledged that constitute a substantial portion of collateral (together, "the Collateral Group"), on a combined basis with intercompany balances and transactions between entities in the Collateral Group eliminated. The pledged subsidiaries are 100% owned by Owens & Minor, Inc. No trading market for the subsidiaries included in the Collateral Group exists.
Summarized financial information of the Collateral Group is as follows:
| Summarized Consolidated Balance Sheet - Collateral Group | December 31, 2020 | ||||
| (Dollars in thousands) | |||||
| Total current assets | $ | 1,651,460 | |||
| Intercompany receivable | 158,651 | ||||
| Total assets | 2,851,226 | ||||
| Current liabilities | 1,356,024 | ||||
| Intercompany payable | 486,491 | ||||
| Total liabilities | 2,480,953 | ||||
The results of operations of the Collateral Group are not materially different from the corresponding amounts presented in our Consolidated Statements of Operations.
Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities, which we believe could have a material impact on financial condition or liquidity.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We continually evaluate the accounting policies and estimates used to prepare the financial statements.
27
Critical accounting policies are defined as those policies that relate to estimates that require us to make assumptions about matters that are highly uncertain at the time the estimate is made and could have a material impact on our results due to changes in the estimate or the use of different assumptions that could reasonably have been used. Our estimates are generally based on historical experience and various other assumptions that are judged to be reasonable in light of the relevant facts and circumstances. Because of the uncertainty inherent in such estimates, actual results may differ. We believe our critical accounting policies and estimates include accounting for goodwill.
Goodwill. Goodwill represents the excess of consideration paid over the fair value of identifiable net assets acquired. We evaluate goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value does not exceed the carrying amount, then a quantitative test is performed. The quantitative goodwill impairment test uses valuation techniques to determine fair value, including comparable multiples of reporting unit's earnings before interest, taxes, depreciation and amortization (EBITDA) and discounted cash flows. The EBITDA multiples are based on an analysis of current enterprise valuations and recent acquisition prices of similar companies, if available. Goodwill totaled $394.1 million at December 31, 2020.
The impairment review of goodwill requires the extensive use of accounting estimates and assumptions. The application of alternative assumptions or inability to meet certain financial projections, could produce materially different results.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 1 of Notes to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to price risk for our raw materials, the most significant of which relates to the cost of polypropylene and nitrile used in the manufacturing processes of our Global Products segment. Prices of the commodities underlying these raw materials are volatile and have fluctuated significantly in recent years and in the future may contribute to fluctuations in our results of operations. The ability to hedge these commodity prices is limited.
In the normal course of business, we are exposed to foreign currency translation and transaction risks. Our business transactions outside of the United States are denominated in the euro, Malaysian ringgit, Mexican peso, Thai baht and other currencies. We may use foreign currency forwards, swaps and options, where possible, to manage our risk related to certain foreign currency fluctuations.
We are exposed to market risk from changes in interest rates related to our borrowing under our Credit Agreement and Receivables Securitization Program. However, we enter into interest rate swap agreements to manage our exposure to interest rate changes. We had $511 million in borrowings under our term loans, $103 million in borrowings under our revolving credit facility, $153 million in borrowings under our Receivables Securitization Program, and $13.9 million in letters of credit under the Credit Agreement at December 31, 2020. After considering the effects of interest rate swap agreements outstanding as of December 31, 2020, we estimate an increase in interest rates of 100 basis points would result in a potential reduction in future pre-tax earnings of approximately $4.8 million per year based on our borrowings outstanding at December 31, 2020.
Due to the nature and pricing of our Global Solutions segment distribution services, we are exposed to potential volatility in fuel prices. Our strategies for helping to mitigate our exposure to changing domestic fuel prices has included using trucks with improved fuel efficiency. We benchmark our domestic diesel fuel purchase prices against the U.S. Weekly Retail On-Highway Diesel Prices (benchmark) as quoted by the U.S. Energy Information Administration. The benchmark averaged $2.55 per gallon for 2020, a decrease from $3.06 per gallon in 2019. Based on our fuel consumption in 2020, we estimate that every 10 cents per gallon increase in the benchmark would reduce our Global Solutions segment operating income by approximately $0.2 million on an annualized basis.
Item 8. Financial Statements and Supplementary Data
See Item 15. Exhibits and Financial Statement Schedules.
28
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
We carried out an evaluation, with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.
There has been no change in our internal control over financial reporting during our last fiscal quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, controls deemed effective now may become inadequate in the future because of changes in conditions, or because compliance with policies or procedures has deteriorated or been circumvented.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on management’s assessment and the COSO criteria, management believes that our internal control over financial reporting was effective as of December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in this annual report.
/s/ Edward A. Pesicka
Edward A. Pesicka, President, Chief Executive Officer & Director
/s/ Andrew G. Long
Andrew G. Long, Executive Vice President & Chief Financial Officer
Item 9B. Other Information
None.
29
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Owens & Minor, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Owens & Minor, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years then ended and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Richmond, Virginia
February 24, 2021
30
Part III
Items 10-14.
Information required by Items 10-14 can be found under Corporate Officers at the end of the electronic filing of this Form 10-K and the registrant’s 2021 Proxy Statement pursuant to instructions (1) and G(3) of the General Instructions to Form 10-K.
Because our common stock is listed on the New York Stock Exchange (NYSE), our Chief Executive Officer is required to make, and he has made, an annual certification to the NYSE stating that he was not aware of any violation of the corporate governance listing standards of the NYSE. Our Chief Executive Officer made his annual certification to that effect to the NYSE as of May 28, 2020. In addition, we have filed, as exhibits to this Annual Report on Form 10-K, the certifications of our principal executive officer and principal financial officer required under Sections 906 and 302 of the Sarbanes-Oxley Act of 2002 to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure.
31
Part IV
Item 15. Exhibits and Financial Statement Schedules
a) The following documents are filed as part of this report:
| Page | |||||
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019 | |||||
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020 and 2019 | |||||
Consolidated Balance Sheets as of December 31, 2020 and 2019 | |||||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 | |||||
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2020 and 2019 | |||||
| Notes to Consolidated Financial Statements | |||||
| Report of Independent Registered Public Accounting Firm | |||||
b) Exhibits:
See Index to Exhibits on page 66.
32
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Year ended December 31, | 2020 | 2019 | |||||||||
| Net revenue | $ | 8,480,177 | $ | 9,210,939 | |||||||
| Cost of goods sold | 7,199,343 | 8,082,448 | |||||||||
| Gross margin | 1,280,834 | 1,128,491 | |||||||||
| Distribution, selling and administrative expenses | 1,041,336 | 1,023,065 | |||||||||
| Acquisition-related and exit and realignment charges | 37,752 | 30,050 | |||||||||
| Other operating (income) expense, net | (2,372) | 2,225 | |||||||||
| Operating income | 204,118 | 73,151 | |||||||||
| Interest expense, net | 83,398 | 98,113 | |||||||||
| Other expense, net | 10,812 | 3,757 | |||||||||
| Income (loss) from continuing operations before income taxes | 109,908 | (28,719) | |||||||||
| Income tax provision (benefit) | 21,834 | (6,135) | |||||||||
| Income (loss) from continuing operations | 88,074 | (22,584) | |||||||||
| Loss from discontinued operations, net of tax | (58,203) | (39,787) | |||||||||
| Net income (loss) | $ | 29,871 | $ | (62,371) | |||||||
| Income (loss) from continuing operations per common share: basic and diluted | $ | 1.39 | $ | (0.37) | |||||||
| Loss from discontinued operations per common share: basic and diluted | (0.92) | (0.66) | |||||||||
| Net income (loss) per common share: basic and diluted | $ | 0.47 | $ | (1.03) | |||||||
See accompanying notes to consolidated financial statements.
33
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
| Year ended December 31, | 2020 | 2019 | |||||||||
| Net income (loss) | $ | 29,871 | $ | (62,371) | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Currency translation adjustments | 25,283 | 7,250 | |||||||||
Change in unrecognized net periodic pension costs (net of income tax benefit of $1,579 in 2020 and $2,299 in 2019) | (3,756) | (6,545) | |||||||||
Net unrealized loss on derivative instruments and other (net of income tax benefit of $3,180 in 2020 and $3,305 in 2019) | (7,329) | (7,800) | |||||||||
| Other comprehensive income (loss) | 14,198 | (7,095) | |||||||||
| Comprehensive income (loss) | $ | 44,069 | $ | (69,466) | |||||||
See accompanying notes to consolidated financial statements.
34
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| December 31, | 2020 | 2019 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 83,058 | $ | 67,030 | |||||||
| Accounts receivable, net | 700,792 | 674,706 | |||||||||
| Merchandise inventories | 1,233,751 | 1,146,192 | |||||||||
| Other current assets | 118,264 | 79,372 | |||||||||
| Current assets of discontinued operations | — | 439,983 | |||||||||
| Total current assets | 2,135,865 | 2,407,283 | |||||||||
| Property and equipment, net | 315,662 | 315,427 | |||||||||
| Operating lease assets | 144,755 | 142,219 | |||||||||
| Goodwill | 394,086 | 393,181 | |||||||||
| Intangible assets, net | 243,351 | 285,018 | |||||||||
| Other assets, net | 101,920 | 99,956 | |||||||||
| Total assets | $ | 3,335,639 | $ | 3,643,084 | |||||||
| Liabilities and equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 1,000,186 | $ | 808,035 | |||||||
| Accrued payroll and related liabilities | 109,447 | 53,584 | |||||||||
| Other current liabilities | 236,094 | 231,029 | |||||||||
| Current liabilities of discontinued operations | — | 323,511 | |||||||||
| Total current liabilities | 1,345,727 | 1,416,159 | |||||||||
| Long-term debt, excluding current portion | 986,018 | 1,508,415 | |||||||||
| Operating lease liabilities, excluding current portion | 119,932 | 117,080 | |||||||||
| Deferred income taxes | 50,641 | 40,550 | |||||||||
| Other liabilities | 121,267 | 98,726 | |||||||||
| Total liabilities | 2,623,585 | 3,180,930 | |||||||||
| Commitments and contingencies | |||||||||||
| Equity | |||||||||||
Common stock, par value $2 per share; authorized—200,000 shares; issued and outstanding— 73,472 shares and 62,843 shares | 146,944 | 125,686 | |||||||||
| Paid-in capital | 436,597 | 251,401 | |||||||||
| Retained earnings | 167,022 | 137,774 | |||||||||
| Accumulated other comprehensive loss | (38,509) | (52,707) | |||||||||
| Total equity | 712,054 | 462,154 | |||||||||
| Total liabilities and equity | $ | 3,335,639 | $ | 3,643,084 | |||||||
See accompanying notes to consolidated financial statements.
35
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year ended December 31, | 2020 | 2019 | |||||||||
| Operating activities: | |||||||||||
| Net income (loss) | $ | 29,871 | $ | (62,371) | |||||||
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 93,336 | 116,678 | |||||||||
| Share-based compensation expense | 20,010 | 15,803 | |||||||||
| Impairment charges | 8,724 | 32,112 | |||||||||
| Loss on divestiture | 65,472 | — | |||||||||
| Deferred income tax expense (benefit) | 15,564 | (17,402) | |||||||||
| Provision for losses on accounts receivable | 11,292 | 12,914 | |||||||||
| Changes in operating lease right-of-use assets and lease liabilities | (1,676) | (2,599) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (34,818) | 63,526 | |||||||||
| Merchandise inventories | (85,154) | 127,921 | |||||||||
| Accounts payable | 193,240 | (235,631) | |||||||||
| Net change in other assets and liabilities | 5,278 | 104,801 | |||||||||
| Other, net | 18,084 | 10,333 | |||||||||
| Cash provided by operating activities | 339,223 | 166,085 | |||||||||
| Investing activities: | |||||||||||
| Proceeds from divestiture | 133,000 | — | |||||||||
| Additions to property and equipment | (50,424) | (42,419) | |||||||||
| Additions to computer software | (8,769) | (9,809) | |||||||||
| Proceeds from sale of property and equipment | 234 | 331 | |||||||||
| Proceeds from cash surrender value of life insurance policies | 6,032 | — | |||||||||
| Cash provided by (used for) investing activities | 80,073 | (51,897) | |||||||||
| Financing activities: | |||||||||||
| Proceeds from issuance of debt | 155,100 | — | |||||||||
| Proceeds from issuance of common stock | 189,971 | — | |||||||||
| Repayments of revolving credit facility | (74,700) | (32,200) | |||||||||
| Repayment of debt | (617,271) | (85,592) | |||||||||
| Financing costs paid | (10,367) | (4,313) | |||||||||
| Cash dividends paid | (648) | (5,226) | |||||||||
| Senior Notes make-whole premium paid | (4,980) | — | |||||||||
| Other, net | (16,491) | (2,866) | |||||||||
| Cash used for financing activities | (379,386) | (130,197) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 9,909 | (2,671) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 49,819 | (18,680) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 84,687 | 103,367 | |||||||||
Cash, cash equivalents and restricted cash at end of year | $ | 134,506 | $ | 84,687 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Income taxes received, net of payments | $ | (17,455) | $ | (6,198) | |||||||
| Interest paid | $ | 89,961 | $ | 95,413 | |||||||
See accompanying notes to consolidated financial statements.
36
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands, except per share data)
| Common Shares Outstanding | Common Stock ($2 par value) | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity | ||||||||||||||||||||||||||||||
| Balance, December 31, 2018 | 62,294 | $ | 124,588 | $ | 238,773 | $ | 200,670 | $ | (45,612) | $ | 518,419 | ||||||||||||||||||||||||
| Net loss | (62,371) | (62,371) | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | (7,095) | (7,095) | |||||||||||||||||||||||||||||||||
Dividends declared ($0.01 per share) | (525) | (525) | |||||||||||||||||||||||||||||||||
| Share-based compensation expense, exercises and other | 549 | 1,098 | 12,628 | 13,726 | |||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | 62,843 | 125,686 | 251,401 | 137,774 | (52,707) | 462,154 | |||||||||||||||||||||||||||||
| Net income | 29,871 | 29,871 | |||||||||||||||||||||||||||||||||
| Other comprehensive income | 14,198 | 14,198 | |||||||||||||||||||||||||||||||||
Dividends declared ($0.01 per share) | (623) | (623) | |||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | 9,746 | 19,493 | 170,478 | 189,971 | |||||||||||||||||||||||||||||||
| Share-based compensation expense, exercises and other | 883 | 1,765 | 14,718 | 16,483 | |||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 73,472 | $ | 146,944 | $ | 436,597 | $ | 167,022 | $ | (38,509) | $ | 712,054 | ||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
37
OWENS & MINOR, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(in thousands, except per share data, unless otherwise indicated)
Note 1—Summary of Significant Accounting Policies
Owens & Minor, Inc. and subsidiaries (we, us, our or the Company), a Fortune 500 company headquartered in Richmond, Virginia, is a leading global healthcare solutions company with integrated technologies, products and services aligned to deliver significant and sustained value for healthcare providers and manufacturers across the continuum of care. Our teammates serve healthcare industry customers in over 70 countries, by producing quality products and helping to reduce total costs across the healthcare supply chain by optimizing point-of care performance, freeing up capital and clinical resources and managing contracts to optimize financial performance.
Basis of Presentation. The consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls, in conformity with U.S generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations.
Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Estimates are used for, but are not limited to, the allowances for losses on accounts receivable, inventory valuation allowances, supplier incentives, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates.
Cash, Cash Equivalents and Restricted Cash. Cash, cash equivalents and restricted cash include cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash included in other current assets represents cash held in a designated account as of December 31, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash held within this account is to be used to repay the 2021 Notes, which were fully repaid as of December 31, 2020, or the Term A Loans. Restricted cash included in Other assets, net as of December 31, 2020 represents cash 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) Advanced Program.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows.
| December 31, 2020 | December 31, 2019 | ||||||||||
| Cash and cash equivalents | $ | 83,058 | $ | 67,030 | |||||||
| Restricted cash included in Other current assets | 35,126 | — | |||||||||
| Restricted cash included in Other assets, net | 16,322 | 16,261 | |||||||||
| Cash of discontinued operations | — | 1,396 | |||||||||
| Total cash, cash equivalents and restricted cash | $ | 134,506 | $ | 84,687 | |||||||
Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of cash flows.
Accounts Receivable, Net. In general, accounts receivable from customers are recorded at the invoiced amount and are reduced by any rebates due to the customer, which are estimated based on contractual terms or historical experience. We assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer deposits in excess of outstanding receivable balances are classified as other current liabilities. For our direct to patient business, accounts receivable are recorded net of a contractual allowance.
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We maintain valuation allowances based upon the expected collectability of accounts receivable. Our allowances include specific amounts for accounts that are likely to be uncollectible, such as customer bankruptcies and disputed amounts and general allowances for accounts that may become uncollectible. Allowances are estimated based on a number of factors, including industry trends, current economic conditions, creditworthiness of customers, age of the receivables, changes in customer payment patterns, and historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. Cost of remaining inventories are determined using the first-in, first out (FIFO) or weighted-average cost method.
Property and Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization expense for financial reporting purposes is computed on a straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the term of the lease, if shorter. In general, the estimated useful lives for computing depreciation and amortization are to 15 years for machinery and equipment, to 40 years for buildings, and up to 15 years for leasehold and land improvements. Straight-line and accelerated methods of depreciation are used for income tax purposes. Normal maintenance and repairs are expensed as incurred, and renovations and betterments are capitalized. We suspend depreciation and amortization on assets that are held for sale. In addition, we record capital-related government grants earned as reductions to the cost of property and equipment; and associated unpaid liabilities and grant proceeds receivable are considered non-cash changes in such balances for purposes of preparation of our consolidated statements of cash flows.
Leases. We enter into non-cancelable agreements to lease most of our office and warehouse facilities with remaining terms generally ranging from to 10 years. Certain leases include renewal options, generally for to -year increments. The exercise of lease renewal options is at our sole discretion. We include options to renew (or terminate) in our lease term, and as part of our right-of-use assets and lease liabilities, when it is reasonably certain that we will exercise that option. We also lease some of our transportation and material handling equipment for terms generally ranging from to 10 years. Leases with a term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The depreciable life of right-of-use assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of unpaid lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. We use the implicit rate when readily determinable. The right-of-use assets also include adjustments for any lease payments made and lease incentives received.
Goodwill. We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.
We evaluate goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstance indicate that the carrying amount of goodwill may not be recoverable. Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value does not exceed the carrying amount, then a quantitative test is performed. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount.
We determine the estimated fair value of our reporting units by using an income (discounted cash flow analysis) approach. The income approach is dependent upon several assumptions regarding future periods, including assumptions with respect to future sales growth and a terminal growth rate. In addition, a weighted average cost of capital (WACC) is used to discount future estimated cash flows to their present values. The WACC is based on externally observable data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to our company.
Intangible Assets. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts, non-competition agreements, trademarks, and tradenames are amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical experience in renewing or extending similar arrangements. Customer relationships are generally amortized over to 15 years and other
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intangible assets are amortized generally for periods between and 15 years, based on their pattern of economic benefit or on a straight-line basis. We suspend amortization on assets that are held for sale.
Computer Software. We develop and purchase software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are amortized over the estimated useful life of the software, usually between and 10 years. Capitalized computer software costs are included in other assets, net, in the consolidated balance sheets. Unamortized software at December 31, 2020 and 2019 was $38.0 million and $43.6 million. Depreciation and amortization expense includes $10.2 million and $9.3 million of software amortization for the years ended December 31, 2020 and 2019.
Beginning in 2020, implementation costs incurred for a cloud computing arrangement that is considered a service contract (software as a service or SaaS) are capitalized consistent with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. In 2019, these costs were expensed as incurred.
Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, right-of-use assets, and unamortized software costs, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for potential impairment by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows. We suspend depreciation and amortization on assets that are held for sale.
Self-Insurance Liabilities. We are self-insured for certain employee healthcare, workers’ compensation and automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile liability claims are estimated using historical claims data and loss development factors. If the underlying facts and circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to adjust the liability and related expense accordingly. Self-insurance liabilities are included in other current liabilities on the consolidated balance sheets.
Revenue Recognition. Our revenue is primarily generated from sales contracts with customers. Under most of our distribution and product sales arrangements, our performance obligations are limited to delivery of products to a customer upon receipt of a purchase order. For these arrangements, we recognize revenue at the point in time when shipment is completed, as control passes to the customer upon product receipt.
Revenue for activity-based fees and other services is recognized over time as activities are performed. Depending on the specific contractual provisions and nature of the performance obligation, revenue from services may be recognized on a straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final deliverables have been provided.
Our contracts sometimes allow for forms of variable consideration including rebates, discounts and performance guarantees. In these cases, we estimate the amount of consideration to which we will be entitled in exchange for transferring the product or service to the customer. Rebates and customer discounts are estimated based on contractual terms or historical experience and we maintain an accrual for rebates or discounts that have been earned but are unpaid. The amount accrued for rebates and discounts due to customers was $74.0 million at December 31, 2020 and $49.5 million at December 31, 2019.
Additionally, we generate fees from arrangements that include performance targets related to cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the customer. For these arrangements, contingent revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is accrued. The amount deferred under these arrangements is not material.
For our direct to patient sales, revenues are recorded based upon the estimated amounts due from patients and third-party payors. Third-party payors include federal and state agencies (under Medicare and Medicaid programs), managed care health plans and commercial insurance companies. Estimates of contractual allowances are based upon historical collection rates for the related payor agreements. The estimated reimbursement amounts are made on a payor-specific basis and are recorded based on the best information available regarding management’s interpretation of the applicable laws, regulations and reimbursement terms.
In most cases, we record revenue gross, as we are the primary obligor in the arrangement and we obtain control of the products before they are transferred to the customer. When we act as an agent in a sales arrangement and do not bear a significant portion of inventory risks, primarily for our outsourced logistics business, we record revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from revenues.
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See Note 20 for disaggregation of revenue by segment and geography as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Cost of Goods Sold. Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. Cost of goods sold also includes direct and certain indirect labor, material and overhead costs associated with our Global Products business. We have contractual arrangements with certain suppliers that provide incentives, including cash discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a reduction in cost of goods sold as targets become probable of achievement.
In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks, primarily for our outsourced logistics business, there is no cost of goods sold and all costs to provide the service to the customer are recorded in distribution, selling and administrative expenses.
As a result of different practices of categorizing costs and different business models throughout our industry, our gross margins may not necessarily be comparable to other companies in our industry.
Distribution, Selling and Administrative (DS&A) Expenses. DS&A expenses include shipping and handling costs, labor, depreciation, amortization and other costs for selling and administrative functions and all costs associated with our fee-for-service arrangements.
Shipping and Handling. Shipping and handling costs are primarily included in DS&A expenses on the consolidated statements of operations and include costs to store, to move, and to prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $389 million and $422 million for the years ended December 31, 2020 and 2019.
Share-Based Compensation. We account for share-based payments to teammates at fair value and recognize the related expense in distribution, selling and administrative expenses over the service period for awards expected to vest.
Derivative Financial Instruments. We are directly and indirectly affected by changes in foreign currency and interest rates, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of these market risks. We use forward contracts, which are agreements to buy or sell a quantity at a predetermined future date and at a predetermined rate or price, and interest rate swaps. We do not enter into derivative financial instruments for trading purposes.
All derivatives are carried at fair value in our consolidated balance sheets. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we record the change in fair value of the derivative instrument in our financial statements. A derivative qualifies for hedge accounting if, at inception, we expect the derivative will be highly effective in offsetting the underlying hedged cash flows and we fulfill the hedge documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, fair value hedge, or a net investment hedge based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in fair value in other comprehensive income (“OCI”). We release the derivative’s gain or loss from OCI to match the timing of the underlying hedged items’ effect on earnings. We review the effectiveness of our hedging instruments quarterly, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. The cash flow impacts of the derivative instruments are primarily included in our consolidated statements of cash flows as a component of operating or financing activities.
Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon an assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in which such determination is made.
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We earn a portion of our operating income in foreign jurisdictions outside the United States. We continue to remain permanently reinvested in our foreign subsidiaries, with the exception of a subsidiary in Thailand. We have no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiary located in Thailand as of December 31, 2020. As such, we have recorded withholding tax liabilities that would be incurred upon future distribution to the U.S. There are no unrecognized deferred taxes as there is no outside basis difference unrelated to unremitted earnings for Thailand. We will continue to evaluate our foreign earnings repatriation policy in 2021 for all our foreign subsidiaries. Our policy election for GILTI is that we will record such taxes as a current period expense once incurred and will follow the tax law ordering approach.
Fair Value Measurements. Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3).
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 10 for the fair value of debt. The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 13 for the fair value of derivatives.
Acquisition-Related and Exit and Realignment Charges. We present costs incurred in connection with acquisitions in acquisition-related and exit and realignment charges in our consolidated statements of operations. Acquisition-related charges consist primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate an acquisition, costs to perform post-closing activities to establish the organizational structure, and costs to transition the acquired company’s information technology and other operations and administrative functions from the former owner.
Exit and realignment charges consist of costs associated with optimizing our operations which include the closure and consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, our client engagement center and IT restructuring charges. These charges also include costs associated with the sale of certain assets of Fusion5, our strategic organizational realignment which include management changes, certain professional fees, costs to streamline administrative functions and processes and divestiture related costs. Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are established at the cease-use date for remaining contractual obligations discounted using a credit-adjusted risk-free rate of interest. We evaluate these assumptions quarterly and adjust the liability accordingly. The current portion of contractual termination costs are included in other current liabilities on the consolidated balance sheets, and the non-current portion is included in other liabilities, which were not material to our consolidated balance sheets as of December 31, 2020 and 2019. Severance benefits are recorded when payment is considered probable and reasonably estimable.
Income (Loss) Per Share. Basic and diluted income (loss) per share are calculated pursuant to the two-class method, under which unvested share-based payment awards containing non-forfeitable rights to dividends are participating securities.
Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and revenues, cost of goods sold and expenses are translated at average exchange rates during the period. Cumulative currency translation adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses on intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign currency transactions are recorded in other operating income, net in the consolidated statements of operations and were not material to our consolidated results of operations in 2020 and 2019.
Discontinued Operations. The Movianto business represented a component that met accounting requirements to be classified as discontinued operations through June 18, 2020 (the Divestiture Date) and held for sale as of December 31, 2019. In accordance with GAAP, the financial position and results of operations of the Movianto business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 3, the Notes to the Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc. See Note 3 for additional information regarding discontinued operations.
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Contingent Consideration. Consideration for the sale of certain assets of Fusion5 included contingent earn-outs. The earn-outs were excluded from the initial loss on the divestiture and will be recognized in income when realized and earned, consistent with the accounting guidance for gain contingencies.
Recent Accounting Pronouncements. During 2020, we adopted Accounting Standard Updates (ASU’s) issued by the Financial Accounting Standards Board (FASB).
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. This ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). We adopted ASU No. 2018-13 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans— General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. The amendments in ASU No. 2018-14 are effective for fiscal years ending after December 15, 2020 and its adoption did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU No. 2018-15 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. The standard is part of FASB’s ongoing project to improve and clarify its Accounting Standards Codification and avoid unintended application. The items addressed are not expected to significantly affect current practice or create a significant administrative cost for most entities. The amendment is divided into issues with different effective dates as follows: The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 are conforming amendments. The amendments are effective upon issuance of this update. The amendment related to Issue 3 is a conforming amendment that affects the guidance related to the amendments in ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The effective date of this update for the amendments to ASU No. 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We adopted ASU No. 2020-03 effective beginning January 1, 2020 for Issues 1 through 5. Its adoption did not have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. At the present time, none of our lenders have requested that we transition away from LIBOR for our borrowings that bear interest based on LIBOR and we will continue to evaluate the impact through transition.
In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470), to amend and supersede SEC paragraphs in the FASB Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10762 related to financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities and affiliates whose securities are pledged as collateral for registered securities. This new guidance, issued under new Rules 13-01 and 13-02, narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and affiliates whose securities are pledged as collateral and streamlines the alternative disclosures required in lieu of those statements. This rule is effective January 4, 2021 with earlier adoption permitted. We adopted this new standard in the fourth quarter of 2020. Accordingly, summarized financial information has been presented only for the issuer and guarantors of the our registered debt securities and affiliates whose securities are pledged as collateral for registered securities for the most recent fiscal year, and the location of the required disclosures has been moved outside the Notes to Consolidated Financial Statements and is provided in the “Guarantor and Collateral Group Summarized Financial Information” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Recently Issued Accounting Pronouncements Not Yet Adopted as of December 31, 2020:
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In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not expect this to have a material impact on our consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, to improve consistency by amending the FASB Accounting Standards Codification (the Codification) to include all disclosure guidance in the appropriate disclosure sections. This ASU also clarifies application of various provisions in the Codification by amending and adding new headings, cross referencing to other guidance, and refining or correcting terminology. The amendments in this ASU do not change GAAP and, therefore, are not expected to result in a significant change in practice. The amendments of this ASU are effective for annual periods beginning after December 15, 2020. Early application of the amendments in this ASU is permitted. The amendments in this ASU should be applied retrospectively. We do not expect this to have a material impact on our consolidated financial statements.
Note 2—Significant Risks and Uncertainties
Many of our hospital customers in the U.S. are represented by group purchasing organizations (GPOs) that contract with us for services on behalf of the GPO members. GPOs representing a significant portion of our business are Vizient, Premier, Inc. (Premier) and Health Trust Purchasing Group (HPG). Members of these GPOs have incentives to purchase from their primary selected distributor; however, they operate independently and are free to negotiate directly with distributors and manufacturers. For 2020, net revenue from hospitals under contract with these GPOs represented the following approximate percentages of our net revenue annually: Vizient—36%; Premier—21%; and HPG—15%.
In 2020 and 2019, no sales of products of any individual suppliers exceeded 10% of our consolidated net revenue.
Note 3—Discontinued Operations
On June 18, 2020, we completed the divestiture of our European logistics business, Movianto (the Divestiture), as well as certain support functions in our Dublin office, to Walden Group SAS (the Buyer) and EHDH (as Buyer’s guarantor) for cash consideration of $133 million. We concluded that the Movianto business met the criteria for discontinued operations as of December 31, 2019 and through the Divestiture Date, as the intention to sell represented a strategic shift and the criteria for held-for-sale were met. Movianto was previously reported in the Global Solutions segment.
Accordingly, the results of operations from the Movianto business were reported in the accompanying consolidated statements of operations as Loss from discontinued operations, net of tax for the years ended December 31, 2020 and 2019, and the related assets and liabilities were classified as held-for-sale as of December 31, 2019 in the accompanying consolidated balance sheet. We are working with the Buyer on a final working capital adjustment that could result in a benefit in an amount up to $41.5 million. There is no benefit of any such adjustment reflected in our consolidated financial statements as of December 31, 2020.
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The following table summarizes the financial results of our discontinued operations:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Net revenue | $ | 226,759 | $ | 439,104 | |||||||
| Cost of goods sold | 53,923 | 106,896 | |||||||||
| Gross margin | 172,836 | 332,208 | |||||||||
| Distribution, selling, and administrative expenses | 157,512 | 330,737 | |||||||||
| Asset impairment charges | — | 32,112 | |||||||||
| Loss on divestiture | 65,472 | — | |||||||||
| Acquisition-related and exit and realignment charges | 4,825 | 2,856 | |||||||||
| Other operating income, net | (388) | (1,325) | |||||||||
| Operating loss | (54,585) | (32,172) | |||||||||
| Interest expense, net | 3,144 | 6,752 | |||||||||
| Loss from discontinued operations before income taxes | (57,729) | (38,924) | |||||||||
| Income tax provision from discontinued operations | 474 | 863 | |||||||||
| Loss from discontinued operations, net of taxes | $ | (58,203) | $ | (39,787) | |||||||
We suspended depreciation and amortization on assets that are held-for-sale, including right-of-use assets recorded in accordance with ASU No. 2016-02, for the year ended December 31, 2020.
All revenue and expense included in discontinued operations during the year ended December 31, 2020 relates to activity through the Divestiture Date. No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date.
We have entered into transition services agreements with a subsidiary of the Buyer, pursuant to which we and a subsidiary of the Buyer will provide to each other various transitional services. Certain transition service arrangement costs and reimbursements were recorded during the year ended December 31, 2020. These amounts were immaterial for the year ended December 31, 2020.
We had no assets and liabilities associated with the discontinued Movianto business reflected on the consolidated balance sheet as of December 31, 2020. The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheet as of December 31, 2019 were as follows:
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| December 31, 2019 | |||||||||||
| Assets of discontinued operations | |||||||||||
| Cash and cash equivalents | $ | 1,396 | |||||||||
| Accounts receivable, net | 78,643 | ||||||||||
| Merchandise inventories | 16,058 | ||||||||||
| Other current assets | 188,853 | ||||||||||
| Current assets of discontinued operations | 284,950 | ||||||||||
| Property and equipment, net | 65,710 | ||||||||||
| Intangible assets, net | 6,579 | ||||||||||
| Other assets, net | 27,431 | ||||||||||
| Operating lease assets | 87,425 | ||||||||||
| Valuation allowance on disposal group classified as held-for-sale | (32,112) | ||||||||||
| Total assets of discontinued operations | $ | 439,983 | |||||||||
| Liabilities of discontinued operations | |||||||||||
| Accounts payable | $ | 53,981 | |||||||||
| Other current liabilities | 182,980 | ||||||||||
| Current liabilities of discontinued operations | 236,961 | ||||||||||
| Long-term debt, excluding current portion | 5,523 | ||||||||||
| Operating lease liabilities, excluding current portion | 76,270 | ||||||||||
| Other liabilities | 4,757 | ||||||||||
| Total liabilities of discontinued operations | $ | 323,511 | |||||||||
Assets and liabilities held-for-sale as of December 31, 2019 were classified as current since we expected the Divestiture to be completed within one year of the balance sheet date.
The following table provides operating and investing cash flow information for our discontinued operations:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Operating Activities: | |||||||||||
| Depreciation and amortization | $ | — | $ | 17,111 | |||||||
| Asset impairment charges | — | 32,112 | |||||||||
| Loss on divestiture | 65,472 | — | |||||||||
| Investing Activities: | |||||||||||
| Capital expenditures | (3,027) | (18,952) | |||||||||
Note 4—Accounts Receivable, Net
Allowances for losses on accounts receivable of $19.1 million and $21.0 million have been applied as reductions of accounts receivable at December 31, 2020 and 2019.
Note 5—Merchandise Inventories
At December 31, 2020 and 2019 we had inventory of $1.2 billion and $1.1 billion, of which $807 million and $867 million were valued under LIFO. If LIFO inventories had been valued on a current cost or FIFO basis, they would have been greater by $170 million and $155 million as of December 31, 2020 and 2019. At December 31, 2020 and 2019, included in our inventory was $66.7 million and $37.4 million in raw materials, $59.2 million and $61.8 million in work in process and the remainder was finished goods.
Note 6—Property and Equipment, Net
Property and equipment, net, consists of the following:
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| December 31, | 2020 | 2019 | |||||||||
| Land and land improvements | $ | 22,292 | $ | 22,269 | |||||||
| Buildings and leasehold improvements | 155,576 | 156,184 | |||||||||
| Machinery and equipment | 377,225 | 371,324 | |||||||||
| Construction in progress | 44,695 | 11,368 | |||||||||
| Property and equipment, gross | 599,788 | 561,145 | |||||||||
| Accumulated depreciation and amortization | (284,126) | (245,718) | |||||||||
| Property and equipment, net | $ | 315,662 | $ | 315,427 | |||||||
Depreciation expense for property and equipment and assets under finance leases was $41.5 million and $43.5 million for the years ended December 31, 2020 and 2019.
Note 7—Goodwill and Intangible Assets, Net
As of October 1, 2020, we performed our annual impairment test and concluded that there were no impairments of goodwill.
The following table summarizes the changes in the carrying amount of goodwill through December 31, 2020:
| Global Solutions | Global Products | Consolidated | ||||||||||||||||||
| Carrying amount of goodwill, December 31, 2018 | $ | 464,080 | $ | 347,678 | $ | 811,758 | ||||||||||||||
| Accumulated goodwill impairment, December 31, 2018 | (180,175) | (217,461) | (397,636) | |||||||||||||||||
| Net carrying amount of goodwill, December 31, 2018 | 283,905 | 130,217 | 414,122 | |||||||||||||||||
| Currency translation adjustments | — | 2,936 | 2,936 | |||||||||||||||||
| Measurement period acquisition adjustments | — | (23,877) | (23,877) | |||||||||||||||||
| Net carrying amount of goodwill, December 31, 2019 | 283,905 | 109,276 | 393,181 | |||||||||||||||||
| Currency translation adjustments | — | 905 | 905 | |||||||||||||||||
| Net carrying amount of goodwill, December 31, 2020 | $ | 283,905 | $ | 110,181 | $ | 394,086 | ||||||||||||||
Intangible assets at December 31, 2020 and 2019 were as follows:
| 2020 | 2019 | ||||||||||||||||||||||||||||||||||
| Customer Relationships | Tradenames | Other Intangibles | Customer Relationships | Tradenames | Other Intangibles | ||||||||||||||||||||||||||||||
| Gross intangible assets | $ | 270,505 | $ | 90,000 | $ | 43,245 | $ | 270,693 | $ | 90,000 | $ | 43,055 | |||||||||||||||||||||||
| Accumulated amortization | (121,209) | (24,881) | (14,309) | (92,947) | (16,520) | (9,263) | |||||||||||||||||||||||||||||
| Net intangible assets | $ | 149,296 | $ | 65,119 | $ | 28,936 | $ | 177,746 | $ | 73,480 | $ | 33,792 | |||||||||||||||||||||||
| Weighted average useful life | 10 years | 11 years | 8 years | 10 years | 11 years | 8 years | |||||||||||||||||||||||||||||
At December 31, 2020 and 2019, $63.2 million and $80.7 million in net intangible assets were held in the Global Solutions segment and $180 million and $204 million were held in the Global Products segment. Amortization expense for intangible assets was $41.5 million for 2020 and $44.0 million for 2019.
Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $39.8 million for 2021, $38.9 million for 2022, $38.7 million for 2023, $33.9 million for 2024, and $28.2 million for 2025.
Note 8—Leases
We adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2019. We elected to use the adoption date as our date of initial application and thus have not restated comparative prior periods. We elected the ‘package of practical expedients’, which permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs under the new standard. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us.
The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize right-of-
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use assets or lease liabilities, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases.
The adoption of the new standard resulted in the recording of operating lease assets and lease liabilities of approximately $197 million and $201 million as of January 1, 2019. The standard did not materially impact our consolidated net income (loss) and had no impact on cash flows.
The components of lease expense were as follows:
| Years ended December 31, | |||||||||||
| Classification | 2020 | 2019 | |||||||||
| Operating lease cost | DS&A Expenses | $ | 53,675 | $ | 53,588 | ||||||
| Finance lease cost: | |||||||||||
| Amortization of lease assets | DS&A Expenses | 963 | 1,322 | ||||||||
| Interest on lease liabilities | Interest expense, net | 1,283 | 1,189 | ||||||||
| Total finance lease cost | 2,246 | 2,511 | |||||||||
| Short-term lease cost | DS&A Expenses | 1,081 | 348 | ||||||||
| Variable lease cost | DS&A Expenses | 15,611 | 16,415 | ||||||||
| Total lease cost | $ | 72,613 | $ | 72,862 | |||||||
Variable lease cost consists primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities which are paid as incurred.
Supplemental balance sheet information is as follows:
| As of December 31, | |||||||||||
| Classification | 2020 | 2019 | |||||||||
| Assets: | |||||||||||
| Operating lease assets | Operating lease assets | $ | 144,755 | $ | 142,219 | ||||||
| Finance lease assets | Property and equipment, net | 7,222 | 7,948 | ||||||||
| Total lease assets | $ | 151,977 | $ | 150,167 | |||||||
| Liabilities: | |||||||||||
| Current | |||||||||||
| Operating | $ | 33,412 | $ | 31,568 | |||||||
| Finance | 1,085 | 1,014 | |||||||||
| Noncurrent | |||||||||||
| Operating | Operating lease liabilities, excluding current portion | 119,932 | 117,080 | ||||||||
| Finance | Long-term debt, excluding current portion | 10,124 | 11,692 | ||||||||
| Total lease liabilities | $ | 164,553 | $ | 161,354 | |||||||
The gross value recorded under finance leases was $17.4 million and $15.9 million with associated accumulated depreciation of $10.2 million and $8.0 million as of December 31, 2020 and 2019.
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Other information related to leases was as follows:
| Years ended December 31, | |||||||||||
2020 | 2019 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating and finance leases | $ | 54,541 | $ | 54,300 | |||||||
| Financing cash flows from finance leases | $ | 879 | $ | 1,205 | |||||||
| Right-of-use assets obtained in exchange for new operating and finance lease liabilities | $ | 41,616 | $ | 33,933 | |||||||
| Weighted average remaining lease term (years) | |||||||||||
| Operating leases | 5.2 | 5.1 | |||||||||
| Finance leases | 7.9 | 8.8 | |||||||||
| Weighted average discount rate | |||||||||||
| Operating leases | 11.8 | % | 11.9 | % | |||||||
| Finance leases | 12.3 | % | 9.7 | % | |||||||
Maturities of lease liabilities as of December 31, 2020 were as follows:
| Operating Leases | Finance Leases | Total | |||||||||||||||
| 2021 | $ | 47,930 | $ | 2,077 | $ | 50,007 | |||||||||||
| 2022 | 42,382 | 2,008 | 44,390 | ||||||||||||||
| 2023 | 34,053 | 1,961 | 36,014 | ||||||||||||||
| 2024 | 26,964 | 1,919 | 28,883 | ||||||||||||||
| 2025 | 18,348 | 1,916 | 20,264 | ||||||||||||||
| Thereafter | 41,101 | 6,492 | 47,593 | ||||||||||||||
| Total lease payments | 210,778 | 16,373 | 227,151 | ||||||||||||||
| Less: Interest | (57,434) | (5,164) | (62,598) | ||||||||||||||
| Present value of lease liabilities | $ | 153,344 | $ | 11,209 | $ | 164,553 | |||||||||||
Note 9—Exit and Realignment Costs
We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, our client
engagement center and IT restructuring charges. These charges also include costs associated with the sale of certain assets of Fusion5, our strategic organizational realignment which include management changes, certain professional fees, costs to streamline administrative functions and processes and divestiture related costs.
Exit and realignment charges by segment for the years ended December 31, 2020 and 2019 were as follows:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Global Solutions | $ | 22,093 | $ | 9,133 | |||||||
| Global Products | 3,839 | 5,264 | |||||||||
| Total exit and realignment charges | $ | 25,932 | $ | 14,397 | |||||||
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The following table summarizes the activity related to exit and realignment cost accruals through December 31, 2020:
| Total | ||||||||
| Accrued exit and realignment charges, December 31, 2018 | $ | 7,477 | ||||||
| Provision for exit and realignment activities: | ||||||||
| Severance | 6,008 | |||||||
| Information system restructuring costs | 2,531 | |||||||
| Other | 5,858 | |||||||
| Cash payments | (13,712) | |||||||
| Accrued exit and realignment charges, December 31, 2019 | 8,162 | |||||||
| Provision for exit and realignment activities: | ||||||||
| Severance | 5,623 | |||||||
| Information system restructuring costs | 2,119 | |||||||
| Lease obligations | 1,051 | |||||||
| Other | 6,519 | |||||||
| Cash payments | (20,328) | |||||||
| Accrued exit and realignment charges, December 31, 2020 | $ | 3,146 | ||||||
In addition to the exit and realignment accruals in the preceding table, we also incurred $10.6 million of costs that were expensed as incurred for the year ended December 31, 2020, including $4.9 million in impairment charges related to our client engagement center right-of-use asset, $3.7 million in loss on the sale of certain Fusion5 assets and $2.0 million in other asset charges.
We do not expect material additional costs in 2021 for activities that were initiated through December 31, 2020.
Acquisition-related and exit and realignment charges presented in our consolidated statements of operations includes acquisition-related charges of $11.8 million and $15.7 million for the years ended December 31, 2020 and 2019, and consisted primarily of transition costs for the Halyard acquisition.
Note 10—Debt
Debt consists of the following:
| 2020 | 2019 | ||||||||||||||||||||||
| December 31, | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||||||||||||
3.875% Senior Notes | $ | — | $ | — | $ | 236,234 | $ | 229,356 | |||||||||||||||
4.375% Senior Notes, due December 2024 | 244,780 | 253,241 | 273,978 | 212,086 | |||||||||||||||||||
| Term Loan A-1 | — | — | 206,521 | 209,375 | |||||||||||||||||||
| Term Loan A-2 | 33,865 | 34,390 | 170,899 | 173,675 | |||||||||||||||||||
| Term Loan B | 477,525 | 486,614 | 480,337 | 442,217 | |||||||||||||||||||
| Revolver | 103,200 | 103,200 | 177,900 | 177,900 | |||||||||||||||||||
| Receivable Securitization | 152,929 | 155,100 | — | — | |||||||||||||||||||
| Finance leases and other | 13,668 | 13,668 | 13,783 | 13,783 | |||||||||||||||||||
| Total debt | 1,025,967 | 1,046,213 | 1,559,652 | 1,458,392 | |||||||||||||||||||
| Less current maturities | (39,949) | (40,453) | (51,237) | (51,237) | |||||||||||||||||||
| Long-term debt | $ | 986,018 | $ | 1,005,760 | $ | 1,508,415 | $ | 1,407,155 | |||||||||||||||
We have $245 million, net of debt issuance costs and deferred fees, of 4.375% senior notes due in 2024 (the 2024 Notes), with interest payable semi-annually. The 3.875% Senior Notes (2021 Notes), which were fully repaid as of December 31, 2020, were sold at 99.5% of the principal amount with an effective yield of 3.951%. The 2024 Notes were sold at 99.6% of the principal amount with an effective yield of 4.422%. We have the option to redeem the 2024 Notes in part or in whole prior
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to maturity at a redemption price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments discounted at the Treasury Rate plus 30 basis points.
In June 2020, we announced cash tender offers for up to $240 million aggregate principal amount of our outstanding 2021 Notes and 2024 Notes. As of the Early Settlement Date of June 22, 2020, $54.1 million of the 2021 Notes and $29.0 million of the 2024 Notes were repaid. On the Early Settlement Date, the 2021 Notes were redeemed at 100% of par, and the 2024 Notes were redeemed at 90% of par, resulting in a net gain on extinguishment of debt of $2.9 million. The tender offers remained open through July 2, 2020, and an additional $0.1 million of the 2021 Notes were redeemed at the Base Consideration price of 95% of par by the time the offers closed. Consistent with the terms of the Fifth Amendment to the Credit Agreement, we used $54.1 million of the proceeds from the sale of Movianto to fund the repayment of the 2021 Notes, which were retired in the second quarter as part of the tender offer. As required by the Fifth Amendment to the Credit Agreement, the remaining $78.9 million of proceeds from the sale of Movianto were placed in a designated account pending their application to either the outstanding 2021 Notes or Term A Loans within 210 days of the Divestiture Date. On November 30, 2020 (Redemption Date), we elected to redeem all of our outstanding 2021 Notes. As required by the Fourth Supplemental Indenture, the redemption price included accrued and unpaid interest to, but not including, the Redemption Date, and a redemption premium of $5.0 million, which reflected the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points. Including the tender offer, we used $269 million of cash to repurchase $267 million aggregate principal amount of the 2021 Notes and 2024 Notes during 2020. We used $36.2 million of cash to repurchase $37.3 million aggregate principal amount of the 2021 Notes during 2019.
We have a Credit Agreement (last amended February 13, 2020) with a $400 million revolving credit facility and $511 million in outstanding term loans. The interest rate on our revolving credit facility and Term A Loans is based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage which varies depending on Consolidated Total Leverage Ratio (each as defined in the Credit Agreement). Our interest rate on the revolving credit facility at December 31, 2020 was Eurocurrency Rate plus 2.75%. Our Term B Loan accrues interest based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage of 3.50% per annum for Base Rate Loans and 4.50% per annum for Eurocurrency Rate Loans (each as defined in the Credit Agreement). Our interest rate on the Term B Loan at December 31, 2020 was Eurocurrency Rate plus 4.50%. We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the revolving credit facility. Our Credit Agreement has a “springing maturity date” with respect to the Term B Loan. If the outstanding balance of the 2024 Notes has not been paid in full as of the date 91 days prior to the maturity date of the 2024 Notes, the Termination Date of the Term B Loan shall be the date that is 91 days prior to the maturity date of the 2024 Notes. The revolving credit facility matures in July 2022 and the Term B Loan matures in April 2025.
We used the proceeds from the follow-on equity offering completed on October 6, 2020 to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $51.7 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30.0 million of borrowings under the revolving credit facility. See Note 16 for additional information regarding the follow-on equity offering.
At December 31, 2020 and 2019, we had borrowings of $103 million and $178 million and letters of credit of $13.9 million and $11.7 million outstanding under the revolving credit facility. At December 31, 2020 and 2019, we had $283 million and $209 million available for borrowing. There were no letters of credit associated with discontinued operations as of December 31, 2020. The December 31, 2019 availability reflected letters of credit associated with discontinued operations of $1.1 million. We also had letters of credit and bank guarantees outstanding for $1.6 million and $1.5 million as of December 31, 2020 and 2019, which supports certain leased facilities as well as other normal business activities in the United States and Europe. These letters of credit and guarantees were issued independent of the Credit Agreement.
We have a Security and Pledge Agreement (the Security Agreement) pursuant to which we granted collateral on behalf of the holders of the 2021 Notes and the holders of the 2024 Notes and the parties secured under the Credit Agreement (the Secured Parties) including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions. The Fifth Amendment to the Credit Agreement included additional collateral requirements of the Credit Parties, including an obligation to pledge our owned U.S. real estate and the remaining equity interests in foreign subsidiaries.
On February 19, 2020, we entered into an accounts receivable securitization program (the Receivables Securitization Program). Pursuant to the Receivables Securitization Program the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $325 million outstanding at any time. The interest rate under the Receivables Securitization Program is based on a spread over the London Interbank Offered Rate (LIBOR) dependent on the tranche period thereto and any breakage fees accrued. Under the Receivables Securitization Program, certain of our subsidiaries sell substantially all of their accounts receivable balances to our wholly owned special purpose entity, O&M Funding LLC. The Receivables
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Securitization Program matures on February 17, 2023. In February 2020, we drew $150 million from the Receivables Securitization Program to repay portions of the Term A Loans, consistent with the terms of the Fifth Amendment to the Credit Agreement. The Fifth Amendment to the Credit Agreement requires that any additional draws on the Receivables Securitization Program are restricted for use to repay the 2021 Notes or Term A Loans to the extent those instruments are outstanding.
The Credit Agreement, Receivables Securitization Program, and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. The terms of the Credit Agreement also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at December 31, 2020.
As of December 31, 2020, scheduled future principal payments of debt were $24.7 million in 2021, $123 million in 2022, $160 million in 2023, $251 million in 2024, and $469 million in 2025. Maturities in 2021 and 2022 include $19.7 million and $14.7 million related to the Term A-2 Loans, which were fully repaid on January 4, 2021.
Note 11—Share-Based Compensation
We maintain a share-based compensation plan (the Plan) that is administered by the Compensation and Benefits Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and employees incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance shares, and restricted and unrestricted stock. We use authorized and unissued common shares for grants of restricted stock or for stock option exercises. At December 31, 2020, approximately 4.2 million common shares were available for issuance under the Plan.
Restricted stock awarded under the Plan generally vests over , or five years. Certain restricted stock grants contain accelerated vesting provisions, based on the satisfaction of certain performance criteria related to the achievement of certain financial and operational results. Performance shares awarded under the Plan are issuable as restricted stock upon meeting performance goals and generally have a total performance and vesting period of three years. Stock options awarded under the Plan are generally subject to graded vesting over years and expire to ten years from the date of grant. The options are granted at a price equal to fair market value at the date of grant. We did not grant any stock options in 2020 or 2019.
We recognize the fair value of stock-based compensation awards, which is based upon the market price of the underlying common stock at the grant date, on a straight-line basis over the estimated requisite service period, which may be based on a service condition, a performance condition, a market condition, or any combination of these. The fair value of performance shares as of the date of grant is estimated assuming that performance goals will be achieved at target levels. If such goals are not probable of being met, or are probable of being met at different levels, recognized compensation cost is adjusted to reflect the change in estimated fair value of restricted stock to be issued at the end of the performance period.
Total share-based compensation expense for December 31, 2020 and 2019 was $19.7 million and $15.2 million with recognized tax benefits of $5.1 million and $4.0 million. Unrecognized compensation cost related to nonvested restricted stock awards, net of estimated forfeitures, was $25.3 million at December 31, 2020. This amount is expected to be recognized over a weighted-average period of 1.9 years, based on the maximum remaining vesting period required under the awards. Unrecognized compensation cost related to nonvested performance share awards as of December 31, 2020 was $9.7 million and will be recognized primarily in 2021 if the related performance targets are met.
The following table summarizes the activity and value of nonvested restricted stock and performance share awards for the years ended December 31, 2020 and 2019:
| 2020 | 2019 | ||||||||||||||||||||||
| Number of Shares | Weighted Average Grant-date Value Per Share | Number of Shares | Weighted Average Grant-date Value Per Share | ||||||||||||||||||||
| Nonvested awards at beginning of year | 4,515 | $ | 9.69 | 2,585 | $ | 19.94 | |||||||||||||||||
| Granted | 2,289 | 7.29 | 3,624 | 5.29 | |||||||||||||||||||
| Vested | (1,487) | 11.94 | (729) | 18.90 | |||||||||||||||||||
| Forfeited | (501) | 7.69 | (965) | 11.86 | |||||||||||||||||||
| Nonvested awards at end of year | 4,816 | 7.64 | 4,515 | 9.69 | |||||||||||||||||||
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The total fair value of restricted stock vesting during the years ended December 31, 2020 and 2019 was $17.8 million and $13.8 million.
Note 12—Retirement Plans
Savings and Retirement Plans. We maintain a voluntary 401(k) savings and retirement plan covering substantially all full-time and certain part-time teammates in the United States who have completed one month of service and have attained age 18. We match a certain percentage of each teammates’ contribution. The plan also provides for a discretionary contribution by us to the plan for all eligible teammates, subject to certain limits, and discretionary profit-sharing contributions. We may increase or decrease our contributions at our discretion, on a prospective basis. We incurred $21.6 million and $10.5 million of expense related to this plan in 2020 and 2019. We also maintain defined contribution plans in some countries outside of the United States in which we operate. Expenses related to these plans were not material in 2020 and 2019.
U.S. Retirement Plans. We have a noncontributory, unfunded retirement plan for certain retirees in the United States (U.S. Retirement Plan). In February 2012, our Board of Directors amended the U.S. Retirement Plan to freeze benefit levels and modify vesting provisions under the plan effective as of March 31, 2012.
The following table sets forth the U.S. Retirement Plan’s financial status and the amounts recognized in our consolidated balance sheets:
| December 31, | 2020 | 2019 | |||||||||
| Change in benefit obligation | |||||||||||
| Benefit obligation, beginning of year | $ | 53,602 | $ | 48,163 | |||||||
| Interest cost | 1,420 | 1,858 | |||||||||
| Actuarial loss | 6,632 | 7,075 | |||||||||
| Benefits paid | (4,270) | (3,494) | |||||||||
| Benefit obligation, end of year | $ | 57,384 | $ | 53,602 | |||||||
| Change in plan assets | |||||||||||
| Fair value of plan assets, beginning of year | $ | — | $ | — | |||||||
| Employer contribution | 4,270 | 3,494 | |||||||||
| Benefits paid | (4,270) | (3,494) | |||||||||
| Fair value of plan assets, end of year | $ | — | $ | — | |||||||
| Funded status, end of year | $ | (57,384) | $ | (53,602) | |||||||
| Amounts recognized in the consolidated balance sheets | |||||||||||
| Other current liabilities | $ | (3,933) | $ | (3,929) | |||||||
| Other liabilities | (53,451) | (49,672) | |||||||||
| Accumulated other comprehensive loss | 25,492 | 19,732 | |||||||||
| Net amount recognized | $ | (31,892) | $ | (33,869) | |||||||
| Accumulated benefit obligation | $ | 57,384 | $ | 53,602 | |||||||
| Weighted average assumptions used to determine benefit obligation | |||||||||||
| Discount rate | 1.95 | % | 2.75 | % | |||||||
| Rate of increase in compensation levels | N/A | N/A | |||||||||
Plan benefit obligations of the U.S. Retirement Plan were measured as of December 31, 2020 and 2019. Plan benefit obligations are determined using assumptions developed at the measurement date. The weighted average discount rate, which is used to calculate the present value of plan liabilities, is an estimate of the interest rate at which the plan liabilities could be effectively settled at the measurement date. When estimating the discount rate, we review yields available on high-quality, fixed-income debt instruments and use a yield curve model from which the discount rate is derived by applying the projected benefit payments under the plan to points on a published yield curve.
The components of net periodic benefit cost for the U.S. Retirement Plan were as follows:
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| Year ended December 31, | 2020 | 2019 | |||||||||
| Interest cost | $ | 1,420 | $ | 1,858 | |||||||
| Recognized net actuarial loss | 872 | 1,065 | |||||||||
| Net periodic benefit cost | $ | 2,292 | $ | 2,923 | |||||||
| Weighted average assumptions used to determine net periodic benefit cost | |||||||||||
| Discount rate | 2.75 | % | 4.00 | % | |||||||
| Rate of increase in future compensation levels | N/A | N/A | |||||||||
Amounts recognized for the U.S. Retirement Plan as a component of accumulated other comprehensive loss as of the end of the year that have not been recognized as a component of the net periodic benefit cost are presented in the following table. We expect to recognize approximately $1.2 million of the net actuarial loss reported in the following table as of December 31, 2020, as a component of net periodic benefit cost during 2021.
| Year ended December 31, | 2020 | 2019 | |||||||||
| Net actuarial loss | $ | (25,492) | $ | (19,732) | |||||||
| Deferred tax benefit | 9,552 | 7,866 | |||||||||
| Amounts included in accumulated other comprehensive loss, net of tax | $ | (15,940) | $ | (11,866) | |||||||
As of December 31, 2020, the expected benefit payments required for each of the next five years and the five-year period thereafter for the U.S. Retirement Plan were as follows:
| Year | |||||
| 2021 | $ | 3,914 | |||
| 2022 | 3,794 | ||||
| 2023 | 3,674 | ||||
| 2024 | 3,545 | ||||
| 2025 | 3,417 | ||||
| 2026-2030 | 14,962 | ||||
International Retirement Plans. Certain of our foreign subsidiaries have defined benefit pension plans covering substantially all of their respective teammates. As of December 31, 2020 and 2019, the accumulated benefit obligation under these plans was $11.5 million and $7.3 million. We recorded $2.3 million and $1.0 million in net periodic benefit cost in Other expense, net for the years ended December 31, 2020 and 2019.
Note 13—Derivatives
We are directly and indirectly affected by changes in foreign currency and interest rates, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes.
We enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability.
We pay interest under our Credit Agreement and Receivables Securitization Program which fluctuate based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates, from time to time we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreements are included in interest expense.
We determine the fair value of our foreign currency derivatives and our interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. All derivatives are carried at fair value in our consolidated balance sheets in other assets, net and other liabilities. We consider the risk of
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counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items.
The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2020:
| Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||||||||||
| Notional Amount | Maturity Date | Classification | Fair Value | Classification | Fair Value | ||||||||||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | 300,000 | May 2022 and May 2025 | Other assets, net | $ | — | Other liabilities | $ | 17,872 | ||||||||||||||||||||||||||
| Economic (non-designated) hedges | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | 30,300 | January 2021 | Other current assets | $ | 151 | Other current liabilities | $ | — | ||||||||||||||||||||||||||
We terminated $150 million in notional value of interest rate swaps on September 30, 2020. The remaining December 31, 2020 balance of the fair value adjustments of $10.1 million, which related to these terminated interest rate swaps within accumulated other comprehensive loss, will be recognized in interest expense ratably over the remaining life of the Term B Loan.
The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2019:
| Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||||||||||
| Notional Amount | Maturity Date | Classification | Fair Value | Classification | Fair Value | ||||||||||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | 450,000 | May 2022 and May 2025 | Other assets, net | $ | — | Other liabilities | $ | 17,436 | ||||||||||||||||||||||||||
The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2020:
| Amount of Loss Recognized in Other Comprehensive Income | Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income | Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded | Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | |||||||||||
| Interest rate swaps | $ | (19,741) | Interest expense, net | $ | (83,398) | $ | (9,232) | |||||||
The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.
The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the year ended December 31, 2019:
| Amount of Loss Recognized in Other Comprehensive Loss | Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income | Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded | Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | |||||||||||
| Interest rate swaps | $ | (12,983) | Interest expense, net | $ | (98,113) | $ | (2,423) | |||||||
| Foreign currency contracts | $ | (28) | Cost of goods sold | $ | (8,082,448) | $ | 517 | |||||||
For the years ended December 31, 2020 and 2019, we recognized a loss of $0.7 million and a gain of $1.0 million, associated with our economic (non-designated) foreign currency contracts.
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We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating (income) expense, net for our foreign exchange contracts.
Note 14—Income Taxes
The components of income (loss) before income taxes consist of the following:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Income (loss) before income taxes: | |||||||||||
| U.S. | $ | 80,632 | $ | (32,953) | |||||||
| Foreign | 29,276 | 4,234 | |||||||||
| Income (loss) before income taxes | $ | 109,908 | $ | (28,719) | |||||||
The income tax provision (benefit) consists of the following:
| Year ended December 31, | 2020 | 2019 | ||||||||||||||||||
| Current tax provision (benefit): | ||||||||||||||||||||
| Federal | $ | (4,430) | $ | 2,501 | ||||||||||||||||
| State | 6,527 | 197 | ||||||||||||||||||
| Foreign | 4,172 | 8,569 | ||||||||||||||||||
| Total current tax provision | 6,269 | 11,267 | ||||||||||||||||||
| Deferred tax provision (benefit): | ||||||||||||||||||||
| Federal | 16,512 | (6,150) | ||||||||||||||||||
| State | (1,132) | (1,575) | ||||||||||||||||||
| Foreign | 185 | (9,677) | ||||||||||||||||||
| Total deferred tax provision (benefit) | 15,565 | (17,402) | ||||||||||||||||||
| Total income tax provision (benefit) | $ | 21,834 | $ | (6,135) | ||||||||||||||||
A reconciliation of the federal statutory rate to our effective income tax rate is shown below:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Federal statutory rate | 21.0 | % | 21.0 | % | |||||||
| Increases (decreases) in the rate resulting from: | |||||||||||
| Net capital loss on Divestiture | (24.8) | % | — | % | |||||||
| Tax reform | (11.4) | % | — | % | |||||||
| Unrecognized tax benefits | 5.0 | % | (5.0) | % | |||||||
| State income taxes, net of federal income tax impact | 3.2 | % | 6.6 | % | |||||||
| Research and development credit | (2.9) | % | 9.8 | % | |||||||
| Foreign income taxes | 0.7 | % | (3.7) | % | |||||||
| Valuation allowance | 27.1 | % | (1.4) | % | |||||||
| Restricted stock vestings | 1.0 | % | (6.7) | % | |||||||
| Other | 1.0 | % | 0.8 | % | |||||||
| Effective income tax rate | 19.9 | % | 21.4 | % | |||||||
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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
| December 31, | 2020 | 2019 | |||||||||
| Deferred tax assets: | |||||||||||
| Employee benefit plans | $ | 28,546 | $ | 26,401 | |||||||
| Accrued liabilities not currently deductible | 23,872 | 24,441 | |||||||||
| Finance charges | 1,928 | 2,678 | |||||||||
| Lease liabilities | 43,342 | 42,077 | |||||||||
| Allowance for losses on accounts receivable | 3,629 | 4,157 | |||||||||
| Net operating loss carryforwards | 4,924 | 8,394 | |||||||||
| Capital loss carryover | 27,624 | — | |||||||||
| Outside basis difference | — | 12,408 | |||||||||
| Interest limitation | 1,502 | 12,905 | |||||||||
| Derivatives | 7,920 | 5,057 | |||||||||
| Other | 5,733 | 10,611 | |||||||||
| Total deferred tax assets | 149,020 | 149,129 | |||||||||
| Less: valuation allowances | (31,709) | (14,282) | |||||||||
| Net deferred tax assets | 117,311 | 134,847 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Merchandise inventories | 42,509 | 42,872 | |||||||||
| Goodwill | 1,603 | 296 | |||||||||
| Property and equipment | 34,005 | 32,689 | |||||||||
| Right-of-use assets | 39,514 | 39,043 | |||||||||
| Computer software | 7,447 | 9,032 | |||||||||
| Insurance | 1,108 | 1,082 | |||||||||
| Intangible assets | 27,349 | 35,451 | |||||||||
| Withholding tax liabilities | 7,451 | 6,965 | |||||||||
| Other | 344 | 697 | |||||||||
| Total deferred tax liabilities | 161,330 | 168,127 | |||||||||
| Net deferred tax liability | $ | (44,019) | $ | (33,280) | |||||||
The valuation allowances relate to deferred tax assets for U.S. federal and state capital loss carryforwards and net operating loss carryforwards in various state jurisdictions. The U.S. capital loss carryforward, which has a full valuation allowance, has an expiration date of five years. The capital loss and net operating loss carryforwards in various state jurisdictions have various expiration dates ranging from five years to an unlimited carryforward period. Based on management’s judgment using available evidence about historical and expected future taxable earnings, management believes it is more likely than not that we will realize the benefit of the existing deferred tax assets, net of valuation allowances, at December 31, 2020.
Cash payments for income taxes, including interest, for 2020 and 2019 were $15.4 million and $18.1 million. Cash tax refunds received for 2020 and 2019 were $32.8 million and $24.3 million.
A summary of the changes in the liability for unrecognized tax benefits from the beginning to the end of the reporting period is as follows:
| 2020 | 2019 | ||||||||||||||||
| Unrecognized tax benefits at January 1, | $ | 11,520 | $ | 9,568 | |||||||||||||
| Increases for positions taken during current period | 1,488 | 394 | |||||||||||||||
| Increases for positions taken during prior periods | 9,073 | 1,629 | |||||||||||||||
| Lapse of statute of limitations | (1,311) | (71) | |||||||||||||||
| Unrecognized tax benefits at December 31, | 20,770 | 11,520 | |||||||||||||||
Included in the liability for unrecognized tax benefits at December 31, 2020 and 2019, were $2.7 million and $3.1 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the
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timing of such deductibility. These tax positions are temporary differences which do not impact the annual effective tax rate under deferred tax accounting. Any change in the deductibility period of these tax positions would impact the timing of cash payments to taxing jurisdictions. Unrecognized tax benefits of $18.0 million and $8.4 million at December 31, 2020 and 2019 would impact our effective tax rate if recognized.
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. Accrued interest at December 31, 2020 and 2019 was $2.6 million and $1.3 million. The amounts recognized in interest expense for the years ended December 31, 2020 and 2019 were $1.3 million and $0.7 million. There were no penalties accrued at December 31, 2020 and 2019 or recognized in 2020 and 2019.
On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Services (IRS) regarding our 2015 and 2016 Consolidated Income Tax Returns. Within the NOPA, the IRS has asserted that our taxable income for 2015 and 2016 should be higher based on their assessment of the appropriate amount of taxable income that we should report in the United States in connection with our sourcing of products by our foreign subsidiaries for sale in the United States by our domestic subsidiaries. Our amount of taxable income in the United States is based on our transfer pricing methodology, which has been consistently applied through the current date. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. We regularly assess the likelihood of adverse outcomes resulting from examinations such as this to determine the adequacy of our tax reserves. We believe that we have adequately reserved for this matter and that the final adjudication of this matter will not have a material impact on our consolidated financial position, results of operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail on its assertions, the additional tax, interest, and any potential penalties could have a material adverse impact on our financial position, results of operations or cash flows.
We file income tax returns in the U.S. federal and various state and foreign jurisdictions. Our U.S. federal income tax returns for the years 2015, 2016, 2017, 2018 and 2019 are subject to examination. Our income tax returns for U.S. state and local jurisdictions are generally open for the years 2017 through 2019; however, certain returns may be subject to examination for differing periods. The former owners are contractually obligated to indemnify us for all income tax liabilities incurred by Byram entities prior to its acquisition on August 1, 2017, and for all income tax liabilities incurred by the Halyard foreign entities located in Thailand, Mexico, and Honduras prior to its acquisition on April 30, 2018.
Note 15—Net Income (Loss) per Common Share
The following table summarizes the calculation of net income (loss) per share attributable to common shareholders for the years ended December 31, 2020 and 2019:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Weighted average shares outstanding - basic | 63,368 | 60,574 | |||||||||
| Dilutive shares | 144 | — | |||||||||
| Weighted average shares outstanding - diluted | 63,512 | 60,574 | |||||||||
| Income (loss) from continuing operations | $ | 88,074 | $ | (22,584) | |||||||
| Basic and diluted per share | $ | 1.39 | $ | (0.37) | |||||||
| Loss from discontinued operations | $ | (58,203) | $ | (39,787) | |||||||
| Basic and diluted per share | $ | (0.92) | $ | (0.66) | |||||||
| Net income (loss) | $ | 29,871 | $ | (62,371) | |||||||
| Basic and diluted per share | $ | 0.47 | $ | (1.03) | |||||||
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Note 16—Shareholders’ Equity
In May 2020, we entered into an equity distribution agreement, pursuant to which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $50.0 million. We intend to use the net proceeds from the sale of our securities offered by this program for the repayment of indebtedness and/or for general corporate and working capital purposes. As of December 31, 2020, no shares were issued and $50.0 million of common stock remained available under the at-the-market equity financing program.
On October 6, 2020, we completed a follow-on equity offering wherein we sold an aggregate of 8,475,000 shares of our common stock at an offering price of $20.50, resulting in net proceeds to us of approximately $165 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. Pursuant to the underwriting agreement, we granted the underwriters an option to purchase up to an additional 1,271,250 shares of our common stock, which the underwriters exercised in full. Inclusive of this exercised option, net proceeds to us were approximately $190 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. We used the proceeds from the follow-on equity offering to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $51.7 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30.0 million of borrowings under the revolving credit facility.
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Note 17—Accumulated Other Comprehensive Loss
The following tables show the changes in accumulated other comprehensive loss by component for the years ended December 31, 2020 and 2019:
| Retirement Plans | Currency Translation Adjustments | Derivatives | Total | ||||||||||||||||||||
Accumulated other comprehensive loss, December 31, 2019 | $ | (14,691) | $ | (25,301) | $ | (12,715) | $ | (52,707) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications | (6,632) | 9,703 | (19,741) | (16,670) | |||||||||||||||||||
| Income tax | 1,945 | — | 5,789 | 7,734 | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax | (4,687) | 9,703 | (13,952) | (8,936) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | 1,297 | 15,580 | 9,232 | 26,109 | |||||||||||||||||||
| Income tax | (366) | — | (2,609) | (2,975) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of tax | 931 | 15,580 | 6,623 | 23,134 | |||||||||||||||||||
| Other comprehensive income (loss) | (3,756) | 25,283 | (7,329) | 14,198 | |||||||||||||||||||
Accumulated other comprehensive loss, December 31, 2020 | $ | (18,447) | $ | (18) | $ | (20,044) | $ | (38,509) | |||||||||||||||
| Retirement Plans | Currency Translation Adjustments | Derivatives | Total | ||||||||||||||||||||
Accumulated other comprehensive loss, December 31, 2018 | $ | (8,146) | $ | (32,551) | $ | (4,915) | $ | (45,612) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications | (10,040) | 7,250 | (13,011) | (15,801) | |||||||||||||||||||
| Income tax | 2,610 | — | 3,915 | 6,525 | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax | (7,430) | 7,250 | (9,096) | (9,276) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | 1,196 | — | 1,906 | 3,102 | |||||||||||||||||||
| Income tax | (311) | — | (610) | (921) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of tax | 885 | — | 1,296 | 2,181 | |||||||||||||||||||
| Other comprehensive income (loss) | (6,545) | 7,250 | (7,800) | (7,095) | |||||||||||||||||||
Accumulated other comprehensive loss, December 31, 2019 | $ | (14,691) | $ | (25,301) | $ | (12,715) | $ | (52,707) | |||||||||||||||
We include amounts reclassified out of accumulated other comprehensive loss related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net. For the years ended December 31, 2020 and 2019, we reclassified $1.3 million, which included $0.4 million as a result of the Divestiture, and $1.2 million of actuarial net losses. Amounts reclassified from accumulated other comprehensive loss for the year ended December 31, 2020 include currency translation adjustments released as a result of the Divestiture.
Note 18—Commitments and Contingencies
We have a contractual commitment to outsource information technology operations, including the management and operation of our information technology systems and distributed services processing, as well as application support, development and enhancement services. This agreement expires in July 2025, with two optional, consecutive one-year extensions. The commitment is cancellable with 90 days' notice and payment of a termination fee based upon the remaining period left under the agreement.
We pay scheduled fees under the agreement, which can vary based on changes in the level of support required. Assuming no early termination of the contract, our estimated remaining annual obligations under this agreement are $30.5 million in 2021, $33.6 million in 2022, $32.6 million in 2023, $32.1 million in 2024, and $15.9 million in 2025.
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In 2018, we transitioned the management of our U.S. private fleet transportation and drivers to a third party company, which provides a robust technology platform that includes customer tracking and additional delivery capabilities. Under this contractual commitment, we pay scheduled fees which can vary based on changes in the level of support required. Assuming no early termination of this contract, our estimated remaining annual obligations under this agreement are $2.3 million in 2021, $2.3 million in 2022, $2.3 million in 2023, and $2.1 million in 2024. In addition to these fixed annual obligations disclosed herein, we are also contractually obligated to reimburse the third party company for variable costs including, but not limited to, vehicle costs, driver wages and fringe benefits, fuel, and insurance premiums.
Note 19—Legal Proceedings
We are subject to various legal actions that are ordinary and incidental to our business, including contract disputes, employment, workers’ compensation, product liability, regulatory and other matters. We have insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency. We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters.
Based on current knowledge and the advice of counsel, we believe that the accrual as of December 31, 2020 for currently pending matters considered probable of loss, which is not material, is sufficient. In addition, we believe that other currently pending matters are not reasonably likely to result in a material loss, as payment of the amounts claimed is remote, the claims are insignificant, individually and in the aggregate, or the claims are expected to be adequately covered by insurance.
Note 20—Segment Information
We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations.
We evaluate the performance of our segments based on their operating income excluding acquisition-related and exit and realignment charges and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis.
Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful. We believe all inter-segment sales are at prices that approximate market.
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The following tables present financial information by segment:
| Year ended December 31, | 2020 | 2019 | |||||||||
| Net revenue: | |||||||||||
| Segment net revenue | |||||||||||
| Global Solutions | $ | 7,212,011 | $ | 8,243,867 | |||||||
| Global Products | 1,810,331 | 1,433,977 | |||||||||
| Total segment net revenue | 9,022,342 | 9,677,844 | |||||||||
| Inter-segment net revenue | |||||||||||
| Global Products | (542,165) | (466,905) | |||||||||
| Total inter-segment net revenue | (542,165) | (466,905) | |||||||||
| Consolidated net revenue | $ | 8,480,177 | $ | 9,210,939 | |||||||
| Operating income: | |||||||||||
| Global Solutions | $ | 30,946 | $ | 83,592 | |||||||
| Global Products | 259,929 | 65,054 | |||||||||
| Inter-segment eliminations | (7,515) | 45 | |||||||||
| Intangible amortization | (41,490) | (44,009) | |||||||||
| Acquisition-related and exit and realignment charges | (37,752) | (30,050) | |||||||||
Other (1) | — | (1,481) | |||||||||
| Consolidated operating income | $ | 204,118 | $ | 73,151 | |||||||
Depreciation and amortization: | |||||||||||
| Global Solutions | $ | 41,286 | $ | 42,444 | |||||||
| Global Products | 52,050 | 54,302 | |||||||||
| Discontinued operations | — | 19,932 | |||||||||
| Consolidated depreciation and amortization | $ | 93,336 | $ | 116,678 | |||||||
| Capital expenditures: | |||||||||||
| Global Solutions | $ | 20,386 | $ | 10,987 | |||||||
| Global Products | 35,780 | 22,289 | |||||||||
| Discontinued operations | 3,027 | 18,952 | |||||||||
| Consolidated capital expenditures | $ | 59,193 | $ | 52,228 | |||||||
(1) 2019 included interest cost and net actuarial losses related to the U.S. Retirement Plan as well as software as a service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy.
| December 31, | 2020 | 2019 | |||||||||
| Total assets: | |||||||||||
| Global Solutions | $ | 2,117,372 | $ | 2,205,134 | |||||||
| Global Products | 1,135,209 | 930,937 | |||||||||
| Segment assets | 3,252,581 | 3,136,071 | |||||||||
| Discontinued operations | — | 439,983 | |||||||||
| Cash and cash equivalents | 83,058 | 67,030 | |||||||||
| Consolidated total assets | $ | 3,335,639 | $ | 3,643,084 | |||||||
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The following tables present information by geographic area. Net revenues were attributed to geographic areas based on the locations from which we ship products or provide services.
| Year ended December 31, | 2020 | 2019 | |||||||||
| Net revenue: | |||||||||||
| United States | $ | 8,130,411 | $ | 8,871,599 | |||||||
| International | 349,766 | 339,340 | |||||||||
| Consolidated net revenue | $ | 8,480,177 | $ | 9,210,939 | |||||||
| December 31, | 2020 | 2019 | |||||||||
| Long-lived assets: | |||||||||||
| United States | $ | 627,624 | $ | 632,643 | |||||||
| International | 114,122 | 153,604 | |||||||||
| Consolidated long-lived assets | $ | 741,746 | $ | 786,247 | |||||||
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Owens & Minor, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Owens & Minor, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years then ended and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of goodwill impairment assessment
As discussed in notes 1 and 7 to the consolidated financial statements, the Company evaluates its goodwill for impairment annually, as of October 1, and whenever events occur or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Through an assessment of qualitative factors, the Company determined it was more likely than not that the fair value of the Global Products reporting unit exceeded its carrying amount. The Global Products segment manufactures and sources medical surgical products. The carrying amount of goodwill as of December 31, 2020 was $394 million. Of this amount, the carrying amount of goodwill for the Global Products reporting unit was $110 million.
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We identified the evaluation of the goodwill impairment assessment of the Global Products reporting unit as a critical audit matter. A higher degree of auditor judgment was required to evaluate the outlook of general economic conditions and market demand for the Company’s medical surgical products, which are inherently uncertain. These qualitative factors could have a significant effect on the Company’s determination of whether a further quantitative test is performed.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the goodwill impairment process. This included a control related to the Company’s assessment of the outlook of general economic conditions and market demand for the Company’s medical surgical products. We evaluated the Company’s assessment of these qualitative factors by (1) comparing financial results to prior valuations and forecasts and performing a sensitivity analysis on expected changes to certain inputs from the most recent fair value calculation and whether those changes would increase/decrease the fair value, and (2) analyzing macroeconomic information contained in third party analyst reports on the Company and certain other market data sources. We involved valuation professionals with specialized skills and knowledge, who assisted in analyzing general economic conditions and market demand for the Company’s medical surgical products.
/s/ KPMG LLP
We have served as the Company’s auditor since 1987.
Richmond, Virginia
February 24, 2021
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Index to Exhibits
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
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| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
| 10.18 | ||||||||
| 10.19 | ||||||||
| 10.20 | ||||||||
| 10.21 | ||||||||
| 10.22 | ||||||||
| 10.23 | ||||||||
| 10.24 | ||||||||
| 10.25 | ||||||||
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| 10.26 | ||||||||
| 10.27 | ||||||||
| 10.28 | ||||||||
| 10.29 | ||||||||
| 10.30 | ||||||||
| 10.31 | ||||||||
| 10.32 | ||||||||
| 10.33 | ||||||||
| 10.34 | ||||||||
| 10.35 | ||||||||
| 10.36 | ||||||||
| 10.37 | ||||||||
| 10.38 | ||||||||
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| 10.39 | ||||||||
| 10.40 | ||||||||
| 10.41 | ||||||||
| 10.42 | ||||||||
| 10.43 | ||||||||
| 10.44 | ||||||||
| 10.45 | ||||||||
| 10.46 | ||||||||
| 10.47 | ||||||||
| 10.48 | ||||||||
| 10.49 | ||||||||
| 10.50 | ||||||||
| 10.51 | ||||||||
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| 10.52 | ||||||||
| 10.53 | ||||||||
| 11.1 | ||||||||
| 21.1 | ||||||||
| 22.1 | ||||||||
| 22.2 | ||||||||
| 23.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
* Management contract or compensatory plan or arrangement.
** Certain exhibits and schedules to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We hereby undertake to furnish copies of such omitted materials supplementally upon request by the SEC.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 24th day of February, 2021.
| OWENS & MINOR, INC. | |||||
/s/ Edward A. Pesicka | |||||
| Edward A. Pesicka | |||||
| President, Chief Executive Officer & Director | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 24th day of February, 2021:
/s/ Edward A. Pesicka | /s/ Mark F. McGettrick | |||||||
| Edward A. Pesicka | Mark F. McGettrick | |||||||
| President, Chief Executive Officer & Director | Director | |||||||
/s/ Andrew G. Long | /s/ Eddie N. Moore, Jr. | |||||||
| Andrew G. Long | Eddie N. Moore, Jr. | |||||||
Executive Vice President & Chief Financial Officer | Director | |||||||
/s/ Mark A. Beck | /s/ Michael C. Riordan | |||||||
| Mark A. Beck | Michael C. Riordan | |||||||
| Chairman of the Board of Directors | Director | |||||||
/s/ Gwendolyn M. Bingham | /s/ Robert C. Sledd | |||||||
| Gwendolyn M. Bingham | Robert C. Sledd | |||||||
| Director | Director | |||||||
/s/ Robert J. Henkel | ||||||||
| Robert J. Henkel | ||||||||
| Director | ||||||||
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Corporate Officers
Edward A. Pesicka (53)
President, Chief Executive Officer & Director
President and Chief Executive Officer since joining Owens & Minor in March 2019. Mr. Pesicka was also appointed to the board of directors at the time he joined the company. Previously Mr. Pesicka served as an independent consultant and advisor in the healthcare, life sciences and distribution industries since January 1, 2016. From January 2000 through April 2015, Mr. Pesicka served in various roles of increasing responsibility at Thermo Fisher Scientific Inc., including, most recently, Chief Commercial Officer and Senior Vice President from January 2014 to April 2015. Prior to that, he was President, Customer Channels at Thermo Fisher from July 2008 to January 2014 and President, Research Market from November 2006 to July 2008. Earlier in his career, Mr. Pesicka held various Vice President-level roles in Thermo Fischer Scientific’s finance department, serving as Chief Financial Officer of numerous divisions. Prior to Thermo Fisher Scientific, Mr. Pesicka spent eight years with TRW, Inc. in its finance department and three years with PricewaterhouseCoopers as an auditor.
Andrew G. Long (55)
Executive Vice President & Chief Financial Officer
Executive Vice President & Chief Financial Officer of Owens & Minor since joining the company on November 11, 2019. Prior to that, Mr. Long served as the Chief Executive Officer of Insys Therapeutics, Inc. (“Insys”) from April 2019 to November 8, 2019. Prior to that, Mr. Long served as the Chief Financial Officer of Insys from August 2017. Prior to joining Insys, Mr. Long served as senior vice president of Global Finance at Patheon, a pharmaceutical company, from 2015 to 2017. Prior to working at Patheon, Mr. Long served as Vice President of Finance for multiple divisions at Thermo Fisher Scientific from 2006 until 2015. Mr. Long has served as a Member of the Board of Directors of Insys, which filed for Chapter 11 bankruptcy protection in June 2019, from April 2019 until his resignation on November 8, 2019.
Christopher Lowery (57)
President, Global Products
President, Global Products business unit of Owens & Minor since January 2018. Prior to that, from November 2014 to December 2017, Mr. Lowery served as Senior Vice President and Chief Operating Officer at Halyard Health, Inc. From April 2010 to October 2014, Mr. Lowery served as Vice President of Sales and Marketing at Kimberly-Clark Health Care. Prior to joining Kimberly-Clark Health Care, he held several senior marketing and sales roles at Covidien, a global health care products company.
Jeffery T. Jochims (53)
Executive Vice President, Chief Operating Officer & President, Medical Distribution
Executive Vice President & Chief Operating Officer since November 1, 2019. Mr. Jochims joined Owens & Minor in April 2019 and served as Executive Vice President, Strategy & Solutions prior to becoming COO. Mr. Jochims recently assumed the additional duties of President, Medical Distribution. In his capacities as COO and President, Medical Distribution, Mr. Jochims is responsible for the performance and operations of our Medical Distribution business unit as well as the Company’s, specialty services, IT, marketing, strategy and continuous improvement functions. Prior to joining Owens & Minor, Mr. Jochims served from 2015 to 2019 as an executive consultant and board member to companies in the healthcare, pharmaceutical and life sciences industries. Additionally during that period, Mr. Jochims was a co-founder and principal of 4C Measures, a start-up technology business. Prior to that, from 2000 until 2014, Mr. Jochims served in positions of increasing authority at Thermo Fisher Scientific, including January 2012 - December 2014 as President of the Global Research & Safety Market division publicly known as Fisher Scientific. Prior to that, he was President of the Safety Market Division from January 2010 to January 2012, Vice President of Global Channel Development & Strategy from May 2007 to December 2009 and Vice President - Division General Counsel & Deputy General Counsel from May 2000-2007.
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Shana C. Neal (55)
Executive Vice President & Chief Human Resources Officer
Executive Vice President & Chief Human Resources Officer since February 2020. Prior to that, Ms. Neal served as Senior Vice President & Chief Human Resources Officer, after joining Owens & Minor in March 2018. A global Human Resources professional, Ms. Neal worked for Becton Dickinson (BD), from 2005 to 2018, where she most recently served as Senior Vice President, Human Resources, Life Sciences. Additionally, Ms. Neal led the organization and talent integration for BD’s acquisitions of Bard and CareFusion.
Nicholas J. Pace (50)
Executive Vice President, General Counsel & Corporate Secretary
Executive Vice President, General Counsel & Corporate Secretary since May 2018. Mr. Pace joined Owens & Minor in 2016, serving as its Senior Vice President, General Counsel & Corporate Secretary. Prior to joining the company, Mr. Pace served as Executive Vice President, General Counsel & Secretary of Landmark Health, LLC, from July-December 2015. From January 2014 to July 2015, he served in simultaneous roles of Senior Vice President, Strategy & General Counsel of Landmark Health, LLC and Executive Vice President, Corporate Development & General Counsel of Avalon Health Services, LLC, two Francisco Partners portfolio companies. From March to October 2013, Mr. Pace served as Executive Vice President, Operations & Compliance for Health Diagnostic Laboratory, Inc., which filed for Chapter 11 bankruptcy protection in June 2015. Prior to that role, he served as Executive Vice President, General Counsel & Secretary of Amerigroup Corporation, where he worked from 2006-2013 until its sale to Anthem, Inc.
Mark P. Zacur (58)
Executive Vice President, Chief Commercial Officer
Executive Vice President & Chief Commercial Officer since November 1, 2019. Mr. Zacur joined Owens & Minor in June 2019 and served as Senior Vice President & Chief Procurement Officer until November 2019. Prior to joining the company, Mr. Zacur served as Vice President & General Manager of Fisher Healthcare, a national diagnostics laboratory distributor and operating division of Thermo Fisher Scientific, from November 2014 to May 2019. Previously, he held a variety of marketing, product management, procurement and operations leadership roles at Thermo Fisher Scientific, Bayer Corporation and Reichhold Chemicals. Mark currently serves on the Board of Directors at St. Clair Hospital, a 330-bed independent, non-profit hospital located in Mt. Lebanon, PA.
Jonathan A. Leon (54)
Senior Vice President, Corporate Treasurer
Senior Vice President, Corporate Treasurer of Owens & Minor since May 2018. Prior to that, Mr. Leon served as Vice President, Treasurer, after joining Owens & Minor in January 2017. Before joining Owens & Minor, Mr. Leon worked for the Brinks Company for nineteen years, beginning in 1998, where he served as Treasurer.
Michael W. Lowry (59)
Senior Vice President, Corporate Controller & Chief Accounting Officer
Senior Vice President, Corporate Controller & Chief Accounting Officer since June 2018. Prior to that, from May 2016 to June 2018, Mr. Lowry was Senior Vice President, Corporate Controller and Vice President, Corporate Controller beginning in 2013. Prior to that, from 2009 to 2013 Mr. Lowry was the Vice President, Treasurer. Mr. Lowry joined Owens & Minor in 1988.
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