株探米国株
日本語 英語
エドガーで原本を確認する
0000075252FALSE00000752522023-02-282023-02-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2023

Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
Virginia
 001-09810 54-1701843
(State or other jurisdiction of
incorporation or organization)
 (Commission
File Number)
(I.R.S. Employer
Identification No.)
9120 Lockwood Boulevard,
 Mechanicsville
Virginia
 23116
(Address of principal executive offices)
 (Zip Code)
Post Office Box 27626,
Richmond, Virginia
23261-7626
(Mailing address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (804) 723-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $2 par value per share OMI New York Stock Exchange

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).






Item 2.02
Results of Operations and Financial Condition.

Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On February 28, 2023, Owens & Minor, Inc. (the “Company”) issued a press release regarding its financial results for the year ended December 31, 2022. The Company is furnishing the press release attached hereto as Exhibit 99.1 pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On February 28, 2023, the Company posted an earnings presentation on the Investor Relations section of its website. The Company is furnishing the earnings presentation attached hereto as Exhibits 99.2 pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

In its earnings release dated February 28, 2023, the Company announced that Perry A. Bernocchi, age 64, will be promoted to Chief Executive Officer of the Company’s Patient Direct Segment effective March 1, 2023 succeeding Daniel J. Starck. Mr. Bernocchi currently serves as President & Chief Executive Officer of the Company’s Byram Healthcare division, a position he has held since 2009. Mr. Bernocchi joined Byram Healthcare in 2006 as its Chief Operating Officer, having previously served as Chief Operating Officer of Hemophilia Resources of America for five years prior to its sale to Accredo Health. Earlier in his career, Mr. Bernocchi also spent 18 years at Caremark/Coram in increasingly responsible positions within Operations, General Management within Coram Resource Network and as SVP Operations.

The Company also announced that Daniel J. Starck, will become the Company’s Executive Vice President, Business Excellence effective March 1, 2023. In this role, Mr. Starck will lead the Company’s Operating Model Realignment Program. Mr. Starck joined the Company in March 2022 upon its completion of the acquisition of Apria, Inc. where Mr. Starck has served as Chief Executive Officer since February 2015.



Item 9.01
Financial Statements and Exhibits.

(d)    Exhibits.
99.1
99.2
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OWENS & MINOR, INC.
Date: February 28, 2023
By:
/s/ Nicholas J. Pace
Name:
Nicholas J. Pace
Title:
Executive Vice President, General Counsel and Corporate Secretary

EX-99.1 2 a4q228kprearnings.htm EX-99.1 Document


Owens & Minor Reports Fourth Quarter and Full Year 2022 Financial Results

•Patient Direct Q4 revenue up 135%, or 10.3% on an adjusted basis for the Apria Acquisition
•2022 full year operating cash flow of $325 million
•Operating Model Realignment Program expected to improve profitability & cash flow by approximately:
◦$30 million of Adjusted Operating Income in 2023
◦$200 million of Adjusted Operating Income by 2025
◦$250-$400 million of working capital benefit by 2025

RICHMOND, VA – February 28, 2023 – Owens & Minor, Inc. (NYSE-OMI) today reported financial results for the fourth quarter and the year ended December 31, 2022, as summarized in the table below.

“Our Patient Direct segment capped a fantastic year with another strong quarter, and I am pleased that our medical distribution division continues to perform well, retaining and winning new business. However, overall fourth-quarter results showed that we need to move quickly to offset volume decline, cost and pricing headwinds, particularly in our global products division. It is clear that our Company’s cost structure needs to be better aligned with the evolving market,” said Edward A. Pesicka, President & Chief Executive Officer of Owens & Minor.

“We have initiated a company-wide Operating Model Realignment Program with a dedicated team to accelerate profit improvement and reduce costs. We expect this program to help us quickly and sustainably drive the performance and growth of the company by delivering approximately $30 million of Adjusted Operating Income in 2023, and approximately $200 million by 2025. We believe this program will enhance our strong quality of service to our customers, increase our margins, and allow us to more rapidly reduce debt and reinvest in higher-growth and more profitable opportunities,” Pesicka added.

“Leveraging his experience driving successful large-scale, profit-improvement programs at Apria, Dan Starck will lead the company-wide Operating Model Realignment Program. And building upon his years of successful leadership of our Byram division, Perry Bernocchi will be promoted, effective March 1, 2023, to CEO of the Patient Direct segment and will drive further integration of Byram and Apria to better serve our customers and drive efficiencies,” Pesicka concluded.

Operating Model Realignment Program Includes:
•Sourcing and demand management
•Organizational structure redesign
•Network rationalization and operational excellence
•Commercial excellence and product profitability enhancement

Financial Summary (1)
 FYE FYE
($ in millions, except per share data) 4Q22 4Q21 2022 2021
Revenue $2,551 $2,467 $9,955 $9,785
Operating (loss) income, GAAP $(53.5) $62.0 $142.9 $368.5
Adj. Operating Income, Non-GAAP $67.2 $84.9 $369.1 $442.4
Net (loss) income, GAAP $(58.0) $42.0 $22.4 $221.6
Adj. Net Income, Non-GAAP $21.7 $61.2 $184.2 $309.3
Adj. EBITDA, Non-GAAP $116.7 $97.4 $517.8 $492.3
Net (loss) income per common share, GAAP $(0.77) $0.55 $0.29 $2.94
Adj. Net Income per share, Non-GAAP(2)
 $0.28 $0.81 $2.42 $4.10

(1) Reconciliations of the differences between the non-GAAP financial measures presented in this release and their most directly comparable GAAP financial measures are included in the tables below.
(2) Adjusted Net Income per share, Non-GAAP for Q4 2022 was unfavorably impacted as compared to prior year by foreign currency translation in the amount of $0.03 and, unfavorably impacted by $0.16 for the 2022 full-year period.

1

Results and Business Highlights

•Q4 Consolidated revenue of $2.6 billion
◦Patient Direct revenue of $617 million, up 10.3% on an adjusted basis for the Apria acquisition
◦Products & Healthcare Services revenue up 1.6% sequentially from Q3
◦Unfavorable foreign exchange (FX) impact of $10 million

•Adjusted EBITDA of $117 million for the quarter and $518 million for the full year
◦For the fourth quarter on an adjusted basis for the Apria acquisition, Patient Direct adjusted segment operating income increased by 50% year-over-year with margin rate increase of 280 basis points to 10.7%
◦Unfavorable FX impacted Adjusted Operating Income by $3 million in Q4 and $16 million for the full year

•Balance Sheet and Cash Flow
◦Reduced total debt by $61 million in Q4 and $143 million since funding the Apria acquisition
◦Generated $87 million of operating cash flow in the quarter, up 73% year-over-year and up 27% from Q3
◦Generated $325 million of operating cash flow for the full year, up 162%

•Business Highlights
◦Owens & Minor’s Supplier Diversity Award celebrated its 10th consecutive year
◦Byram Healthcare was awarded Verywell Health’s “Best Overall Diabetic Supply Company” for the fourth year in a row
◦Owens & Minor Foundation and Ronald McDonald House Charities® partner to help build healthier communities

2023 Financial Outlook

The Company’s outlook for 2023 is summarized below:

•Revenue for 2023 to be in a range of $10.1 billion to $10.5 billion

•Adjusted EBITDA for 2023 to be in a range of $490 million to $550 million

•Adjusted EPS for 2023 to be in a range of $1.15 to $1.65

The Company’s outlook for 2023 contains assumptions, including current expectations regarding the impact of general economic conditions, including inflation, and the continuation of pressure on pricing and demand in our Products & Healthcare Services segment. Key assumptions supporting the Company’s 2023 financial guidance include:

•Adjusted operating income benefit of ~$30 million from the Operating Model Realignment Program in 2023
•Gross margin rate of ~20.5%
•Interest expense of $175 to $180 million
•Adjusted effective tax rate of 26% to 27%
•Diluted weighted average shares of ~77.5 million
•Capital expenditures of $190 to $210 million
•Stable to improving commodity prices
•FX rates as of 12/31/2022


Although the Company does provide guidance for adjusted EBITDA and adjusted EPS (which are non-GAAP financial measures), it is not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amounts are not predictable, making it impracticable for the Company to forecast. Such elements include but are not limited to restructuring and acquisition charges. As a result, no GAAP guidance or reconciliation of the Company’s adjusted EBITDA guidance or adjusted EPS guidance is provided. The outlook is based on certain assumptions that are subject to the risk factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Investor Conference Call for Fourth Quarter and Full Year 2022 Financial Results

Owens & Minor executives will host a conference call for investors and analysts at 8:00 a.m. ET today, February 28, 2023. Participants may access the call via the toll-free dial-in number at 1-888-300-2035, or the toll dial-in number at 1-646-517-7437. The conference ID access code is 1058917.

2

All interested stakeholders are encouraged to access the simultaneous live webcast by visiting the investor relations page of the Owens & Minor website available at investors.owens-minor.com/events-presentations/. A replay of the webcast can be accessed following the presentation at the link provided above.


Safe Harbor

This release is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the SEC's Fair Disclosure Regulation. This release contains certain ''forward-looking'' statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the statements in this release regarding our future prospects and performance, including our expectations with respect to our 2023 financial performance, the integration of Apria transaction, including related synergies and the expected performance of the Apria business, our Operating Model Realignment program and other cost-saving initiatives, future indebtedness and growth, industry trends, as well as statements related to the Company’s expectations regarding the performance of its business including its ability to address macro and market conditions. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Investors should refer to Owens & Minor’s Annual Report on Form 10-K for the year ended December 31, 2022, expected to be filed with the SEC on or around February 28, 2023, including the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause the Company’s actual results to differ materially from its current estimates. These filings are available at www.owens-minor.com. Given these risks and uncertainties, Owens & Minor can give no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. Owens & Minor specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.


About Owens & Minor

Owens & Minor, Inc. (NYSE: OMI) is a Fortune 500 global healthcare solutions company integrating product manufacturing and delivery, home health supply, and perioperative services to support care through the hospital and into the home. Owens & Minor drives visibility, control and efficiency for patients, providers and healthcare professionals across the supply chain with proprietary technology and solutions, an extensive product portfolio and an Americas-based manufacturing footprint for personal protective equipment (PPE) and surgical products, as well as a robust portfolio of products and services for patients managing chronic and acute conditions in the home setting. Operating continuously since 1882 from its headquarters in Richmond, Va., Owens & Minor is a 140-year-old company powered by more than 20,000 global teammates. Learn more at https://www.owens-minor.com, follow @Owens_Minor on Twitter and connect on LinkedIn at www.linkedin.com/company/owens-&-minor.

CONTACT:

Alex Jost, CPA
Director, Investor Relations
Investor.Relations@owens-minor.com

SOURCE: Owens & Minor, Inc.
















3


Owens & Minor, Inc.
Consolidated Statements of Operations (unaudited)
(dollars in thousands, except per share data)
Three Months Ended December 31,
2022 2021
Net revenue $ 2,551,107  $ 2,467,146 
Cost of goods sold 2,143,987  2,125,576 
Gross margin 407,120  341,570 
Distribution, selling and administrative expenses 455,856  267,616 
Acquisition-related and exit and realignment charges 4,974  13,108 
Other operating income, net (231) (1,175)
Operating (loss) income (53,479) 62,021 
Interest expense, net 41,164  11,306 
Other expense, net 783  799 
(Loss) income before income taxes (95,426) 49,916 
Income tax (benefit) provision (37,435) 7,941 
Net (loss) income $ (57,991) $ 41,975 
Net (loss) income per common share
Basic $ (0.77) $ 0.57 
Diluted $ (0.77) $ 0.55 

























4


Owens & Minor, Inc.
Consolidated Statements of Operations (unaudited)
(dollars in thousands, except per share data)
Years Ended December 31,
2022 2021
Net revenue $ 9,955,475  $ 9,785,315 
Cost of goods sold 8,129,124  8,272,086 
Gross margin 1,826,351  1,513,229 
Distribution, selling and administrative expenses 1,633,668  1,116,871 
Acquisition-related and exit and realignment charges 55,022  34,076 
Other operating income, net (5,252) (6,191)
Operating income 142,913  368,473 
Interest expense, net 128,891  48,090 
Loss on extinguishment of debt —  40,433 
Other expense, net 3,131  3,196 
Income before income taxes 10,891  276,754 
Income tax (benefit) provision (11,498) 55,165 
Net income $ 22,389  $ 221,589 
Net income per common share
Basic $ 0.30  $ 3.05 
Diluted $ 0.29  $ 2.94 
























5


Owens & Minor, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(dollars in thousands)
December 31, 2022 December 31, 2021
Assets
Current assets
Cash and cash equivalents $ 69,467  $ 55,712 
Accounts receivable, net 763,497  681,564 
Merchandise inventories 1,333,585  1,495,972 
Other current assets 128,636  88,564 
Total current assets 2,295,185  2,321,812 
Property and equipment, net 578,269  317,235 
Operating lease assets 280,665  194,006 
Goodwill 1,636,705  390,185 
Intangible assets, net 445,042  209,745 
Other assets, net 150,417  103,568 
Total assets $ 5,386,283  $ 3,536,551 
Liabilities and equity
Current liabilities
Accounts payable $ 1,147,414  $ 1,001,959 
Accrued payroll and related liabilities 93,296  115,858 
Other current liabilities 325,756  226,204 
Total current liabilities 1,566,466  1,344,021 
Long-term debt, excluding current portion 2,482,968  947,540 
Operating lease liabilities, excluding current portion 215,469  162,241 
Deferred income taxes 60,833  35,310 
Other liabilities 114,943  108,938 
Total liabilities 4,440,679  2,598,050 
Total equity 945,604  938,501 
Total liabilities and equity $ 5,386,283  $ 3,536,551 

6


Owens & Minor, Inc.
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
Three Months Ended December 31,
2022 2021
Operating activities:
Net (loss) income $ (57,991) $ 41,975 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 73,229  22,479 
Share-based compensation expense 5,228  5,938 
Deferred income tax benefit (29,352) (11,450)
(Benefit) provision for losses on accounts receivable (1,974) 1,888 
Changes in operating lease right-of-use assets and lease liabilities (569) 273 
Gain on sale and dispositions of property and equipment (9,258) — 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (6,316) 82,180 
Merchandise inventories 173,382  20,749 
Accounts payable (16,772) (117,273)
Net change in other assets and liabilities (46,121) 9,033 
Other, net 3,475  (5,451)
Cash provided by operating activities 86,961  50,341 
Investing activities:
Additions to property and equipment (48,815) (14,539)
Additions to computer software (2,619) (2,526)
Proceeds from sale of property and equipment 18,663  (41)
Other, net —  (3,940)
Cash used for investing activities (32,771) (21,046)
Financing activities:
Borrowings (repayments) under revolving credit facility, net and accounts receivable securitization program —  (12,300)
Repayments of debt (1,500) — 
Borrowings under amended accounts receivable securitization program 324,600  — 
Repayments under amended accounts receivable securitization program (385,600) — 
Cash dividends paid —  (183)
Other, net (980) 227 
Cash used for financing activities (63,480) (12,256)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,267  (1,086)
Net (decrease) increase in cash, cash equivalents and restricted cash (7,023) 15,953 
Cash, cash equivalents and restricted cash at the beginning of the period 93,208  56,082 
Cash, cash equivalents and restricted cash at end of the period(1)
 $ 86,185  $ 72,035 
Supplemental disclosure of cash flow information:
Income taxes paid, net of refunds $ 405  $ 15,974 
Interest paid $ 45,133  $ 6,682 
Noncash investing activity:
Unpaid purchases of property and equipment and software at end of period $ 67,852  $ — 
(1) Restricted cash as of December 31, 2022 and 2021 represents $16.7 million and $16.3 million, primarily held in an escrow account as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) initiatives related to wind-down costs of Fusion5.
7


Owens & Minor, Inc.
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
Years Ended December 31,
2022 2021
Operating activities:
Net income $ 22,389  $ 221,589 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 228,667  90,621 
Share-based compensation expense 20,993  25,016 
Loss on extinguishment of debt —  40,433 
Deferred income tax benefit (26,361) (29,736)
Provision for losses on accounts receivable 3,315  21,158 
Changes in operating lease right-of-use assets and lease liabilities 353  1,463 
Gain on sale and dispositions of property and equipment (26,260) — 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable 1,101  (2,201)
Merchandise inventories 166,559  (263,439)
Accounts payable 13,652  3,548 
Net change in other assets and liabilities (91,544) 692 
Other, net 12,142  15,033 
Cash provided by operating activities 325,006  124,177 
Investing activities:
Acquisition, net of cash acquired (1,684,607) — 
Additions to property and equipment (158,090) (40,985)
Additions to computer software (8,492) (8,705)
Proceeds from sale of property and equipment 48,383  — 
Other, net (1,670) (3,940)
Cash used for investing activities (1,804,476) (53,630)
Financing activities:
Proceeds from issuance of debt 1,691,000  574,900 
Borrowings (repayments) under revolving credit facility, net and accounts receivable securitization program 30,000  (103,200)
Repayments of debt (4,500) (553,140)
Borrowings under amended accounts receivable securitization program 1,022,300  — 
Repayments under amended accounts receivable securitization program (1,156,300) — 
Financing costs paid (42,602) (13,912)
Cash dividends paid —  (731)
Payment for termination of Interest rate swaps —  (15,434)
Other, net (42,793) (17,961)
Cash provided by (used for) financing activities 1,497,105  (129,478)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (3,485) (3,540)
Net increase (decrease) in cash, cash equivalents and restricted cash 14,150  (62,471)
Cash, cash equivalents and restricted cash at beginning of year 72,035  134,506 
Cash, cash equivalents and restricted cash at end of year (1)
 $ 86,185  $ 72,035 
Supplemental disclosure of cash flow information:
Income taxes paid, net of refunds $ 33,973  $ 99,400 
Interest paid $ 107,022  $ 38,717 
Noncash investing activity:
Unpaid purchases of property and equipment and software at end of period $ 67,852  $ — 
    (1) Restricted cash as of December 31, 2022 and 2021 represents $16.7 million and $16.3 million, primarily held in an escrow account as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) initiatives related to wind-down costs of Fusion5.
8


Owens & Minor, Inc.
Summary Segment Information (unaudited)
(dollars in thousands)
Three Months Ended December 31,
2022 2021
% of % of
consolidated consolidated
Amount net revenue Amount net revenue
Net revenue:
Products & Healthcare Services $ 1,933,612  75.80  % $ 2,204,086  89.34  %
Patient Direct 617,495  24.20  % 263,060  10.66  %
Consolidated Net Revenue 2,551,107  2,467,146 
% of segment % of segment
Operating (loss) income: net revenue net revenue
Products & Healthcare Services $ 1,202  0.06  % $ 68,328  3.10  %
Patient Direct 65,957  10.68  % 16,532  6.28  %
Intangible amortization (23,389) (9,731)
Acquisition-related and exit and realignment charges (4,974) (13,108)
Inventory valuation adjustment (1)
 (92,275) — 
Consolidated operating (loss) income $ (53,479) (2.10) % $ 62,021  2.51  %
Depreciation and amortization:
Products & Healthcare Services $ 20,214  $ 18,673 
Patient Direct 53,015  3,805 
Consolidated depreciation and amortization $ 73,229  $ 22,478 
Capital expenditures:
Products & Healthcare Services $ 11,020  $ 16,514 
Patient Direct 40,414  551 
Consolidated capital expenditures $ 51,434  $ 17,065 
(1) Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with personal protective equipment inventory built up as a result of the COVID-19 pandemic.













9


Owens & Minor, Inc.
Summary Segment Information (unaudited)
(dollars in thousands)
For the Years Ended December 31,
2022 2021
% of % of
consolidated consolidated
Amount net revenue Amount net revenue
Net revenue:
Products & Healthcare Services $ 7,898,397  79.34  % $ 8,825,646  90.19  %
Patient Direct 2,057,078  20.66  % 959,669  9.81  %
Consolidated Net Revenue 9,955,475  9,785,315 
% of segment % of segment
Operating income: net revenue net revenue
Products & Healthcare Services $ 175,309  2.22  % $ 384,390  4.36  %
Patient Direct 193,748  9.42  % 57,966  6.04  %
Intangible amortization (78,847) (39,807)
Acquisition-related and exit and realignment charges (55,022) (34,076)
Inventory valuation adjustment (1)
 (92,275) — 
Consolidated operating income $ 142,913  1.44  % $ 368,473  3.77  %
Depreciation and amortization:
Products & Healthcare Services $ 77,539  $ 75,548 
Patient Direct 151,128  15,073 
Consolidated depreciation and amortization $ 228,667  $ 90,621 
Capital expenditures:
Products & Healthcare Services $ 49,824  $ 48,282 
Patient Direct 116,758  1,408 
Consolidated capital expenditures $ 166,582  $ 49,690 
(1) Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with personal protective equipment inventory built up as a result of the COVID-19 pandemic.








10


Owens & Minor, Inc.
Net (Loss) Income Per Common Share (unaudited)
(dollars in thousands, except per share data)
Three Months Ended December 31, Years Ended December 31,
2022 2021 2022 2021
Net (loss) income $ (57,991) $ 41,975  $ 22,389  $ 221,589 
Weighted average shares outstanding - basic 74,991  73,286  74,496  72,744 
Dilutive shares —  2,711  1,721  2,742 
Weighted average shares outstanding - diluted 74,991  75,997  76,217  75,486 
Net (loss) income per common share
Basic $ (0.77) $ 0.57  $ 0.30  $ 3.05 
Diluted $ (0.77) $ 0.55  $ 0.29  $ 2.94 































11


Owens & Minor, Inc.
GAAP/Non-GAAP Reconciliations (unaudited)
(dollars in thousands, except per share data)
The following table provides a reconciliation of reported operating income, income from continuing operations and income from continuing operations per share to non-GAAP measures used by management.
Three Months Ended
December 31,		 Years Ended
December 31,
2022 2021 2022 2021
Operating (loss) income, as reported (GAAP) $ (53,479) $ 62,021  $ 142,913  $ 368,473 
Intangible amortization (1)
 23,389  9,731  78,847  39,807 
Acquisition-related and exit and realignment charges (2)
 4,974  13,108  55,022  34,076 
Inventory valuation adjustment (8)
 92,275  —  92,275  — 
Operating income, adjusted (non-GAAP) (Adjusted Operating Income) $ 67,159  $ 84,860  $ 369,057  $ 442,356 
Net (loss) income, as reported (GAAP) $ (57,991) $ 41,975  $ 22,389  $ 221,589 
Intangible amortization (1)
 23,389  9,731  78,847  39,807 
Income tax benefit (6)
 (5,979) (2,509) (19,337) (10,354)
Acquisition-related and exit and realignment charges (2)
 4,974  13,108  55,022  34,076 
Income tax benefit (6)
 (1,273) (3,380) (13,493) (8,863)
Inventory valuation adjustment (8)
 92,275  —  92,275  — 
Income tax benefit (6)
 (23,589) —  (22,630) — 
Loss on extinguishment of debt (3)
 —  —  —  40,433 
Income tax benefit (6)
 —  —  —  (10,516)
Other (4)
 525  570  2,099  2,279 
Income tax benefit (6)
 (134) (147) (515) (593)
Tax adjustments (5)
 (10,492) 1,886  (10,492) 1,406 
Net income, adjusted (non-GAAP) (Adjusted Net Income) $ 21,705  $ 61,234  $ 184,165  $ 309,264 
Net (loss) income per common share, as reported (GAAP) $ (0.77) $ 0.55  $ 0.29  $ 2.94 
Intangible amortization (1)
 0.23  0.10  0.79  0.39 
Acquisition-related and exit and realignment charges (2)
 0.05  0.13  0.55  0.33 
Inventory valuation adjustment (8)
 0.90  —  0.91  — 
Loss on extinguishment of debt (3)
 —  —  —  0.40 
Other (4)
 0.01  0.01  0.02  0.02 
Tax adjustments (5)
 (0.14) 0.02  (0.14) 0.02 
Net income per common share, adjusted (non-GAAP) (Adjusted EPS) $ 0.28  $ 0.81  $ 2.42  $ 4.10 

12


Owens & Minor, Inc.
GAAP/Non-GAAP Reconciliations (unaudited), continued
(dollars in thousands)

The following tables provide reconciliations of net income and total debt to non-GAAP measures used by management.

Three Months Ended
December 31,		 Years Ended
December 31,
2022 2021 2022 2021
Net (loss) income, as reported (GAAP) $ (57,991) $ 41,975  $ 22,389  $ 221,589 
Income tax (benefit) provision (37,435) 7,941  (11,498) 55,165 
Interest expense, net 41,164  11,306  128,891  48,090 
Intangible amortization (1)
 23,389  9,731  78,847  39,807 
Other depreciation and amortization (7)
 49,841  12,747  149,820  50,813 
EBITDA (non-GAAP) 18,968  83,700  368,449  415,464 
Acquisition-related and exit and realignment charges (2)
 4,974  13,108  55,022  34,076 
Inventory valuation adjustment (8)
 92,275  —  92,275  — 
Loss on extinguishment of debt (3)
 —  —  —  40,433 
Other (4)
 525  570  2,099  2,279 
EBITDA, adjusted (non-GAAP) (Adjusted EBITDA) $ 116,742  $ 97,378  $ 517,845  $ 492,252 


December 31,
2022
Total debt, as reported (GAAP) $ 2,500,874 
Cash and cash equivalents 69,467 
Net debt (non-GAAP) $ 2,431,407 


Three Months Ended December 31, 2021
Apria operating income (9)
 $ 25,067 
Apria intangible amortization (1)
 590 
Apria acquisition-related, exit and realignment, and other charges (10)
 1,800 
Apria operating income, adjusted (non-GAAP) 27,457 
Patient Direct operating income 16,532 
Patient Direct operating income, as adjusted (non-GAAP) $ 43,989 
13

Owens & Minor, Inc.
GAAP/Non-GAAP Reconciliations (unaudited), continued
    
The following items have been excluded in our non-GAAP financial measures:

(1) Intangible amortization in 2022 and 2021 includes amortization of intangible assets established during purchase accounting for business combinations. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results and the results of our peers.
(2) Acquisition-related charges were $3.0 million and $48.1 million for the three months and year ended December 31, 2022 as compared to $3.0 million for the three months and year ended December 31, 2021. Amounts in 2022 and 2021 consisted primarily of costs related to the Apria acquisition. Exit and realignment charges were $2.0 million and $6.9 million for the three months and year ended December 31, 2022 as compared to $10.1 million and $31.1 million for the three months and year ended December 31, 2021. Amounts in 2022 and 2021 consisted of wind-down costs related to Fusion5, IT restructuring charges, costs associated with our strategic organizational realignment, and other items.
(3) Loss on extinguishment of debt for the year ended December 31, 2021 included the write-off of deferred financing costs and third party fees associated with the debt financing in March 2021 of $15.3 million and amounts reclassified from accumulated other comprehensive loss as a result of the termination of our interest rate swaps of $25.1 million.
(4) Other includes interest costs and net actuarial losses related to the U.S. Retirement Plan of $0.5 million and $2.1 million for the three months and year ended December 31, 2022. Other includes interest costs and net actuarial losses related to the U.S. Retirement Plan of $0.6 million and $2.3 million for the three months and year ended December 31, 2021.
(5) Tax adjustments in 2022 includes a change in our foreign repatriation plans related to the permanent reinvestment of earnings associated with a subsidiary in Thailand. Amounts in 2021 include tax adjustments associated with a valuation allowance on the capital loss related to the divestiture of our Movianto business, partially offset by the estimated benefits under the Tax Cuts and Jobs Act and the Coronavirus Aid, Relief, and Economic Security (CARES) Act.
(6) These charges have been tax effected in the preceding table by determining the income tax rate depending on the amount of charges incurred in different tax jurisdictions and the deductibility of those charges for income tax purposes.
(7) Other depreciation and amortization relates to property and equipment and capitalized computer software.
(8) Relates to an inventory valuation adjustment in our Products & Healthcare Services segment, primarily associated with personal protective equipment inventory built up and a subsequent decline in demand as a result of the COVID-19 pandemic.
(9) Reflects the GAAP operating income reported by Apria, Inc. in their Form 8-k filed with the SEC on February 28, 2022 for the three months ended December 31, 2021.
(10) Apria acquisition-related and exit and realignment charges include $1.3 million of merger and acquisition costs, $0.3 million of offering costs, $0.6 million of one-time stock-based compensation awards at Apria's initial public offering, $0.4 million of financial system and other initiatives, and $(0.8) million of other adjustments for the three months ended December 31, 2021. These items were reported by Apria, Inc. in their Form 8-k filed with the SEC on February 28, 2022.

Use of Non-GAAP Measures

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

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

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.
14
EX-99.2 3 omi_4q22supplementalearn.htm EX-99.2 omi_4q22supplementalearn
1 Confidential & Proprietary to Owens & Minor, Inc. Fourth Quarter and Full Year 2022 Supplemental Earnings Slides February 28, 2023

 
2 Confidential & Proprietary to Owens & Minor, Inc. Safe Harbor This presentation is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the SEC's Fair Disclosure Regulation. This presentation contains certain ''forward-looking'' statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the statements in this presentation regarding our future prospects and performance, including our expectations with respect to our 2023 outlook and our modeling assumptions. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Investors should refer to Owens & Minor’s Annual Report on Form 10-K for the year ended December 31, 2022, expected to be filed with the SEC on or around February 28, 2023, including the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause the Company’s actual results to differ materially from its current estimates. These filings are available at www.owens-minor.com. Given these risks and uncertainties, Owens & Minor can give no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. Owens & Minor specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. This presentation contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the measures exclude items and charges that (i) management does not believe reflect the Company’ s core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company's performance, evaluate the balance sheet, engage in financial and operational planning and determine incentive compensation. Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on its financial and operating results and in comparing the Company's performance to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial results should be carefully evaluated.

 
3 Confidential & Proprietary to Owens & Minor, Inc. 2023 Company Outlook & Modeling Assumptions Modeling Assumptions 2023 Outlook Revenue $10.1 - $10.5 billion Gross Margin ~20.5% Interest Expense $175 - $180 million Capital Expenditures $190 - $210 million Adjusted Effective Tax Rate 26% - 27% Diluted Weighted Average Shares Outstanding ~77.5 million Adjusted EBITDA $490 - $550 million Adjusted EPS $1.15 - $1.65 Operating Model Realignment Program ~$30 million Adjusted Operating Income benefit in 2023 Commodity Prices Stable to improving Customer Destocking Begins to subside in second half of 2023 Foreign Currency Rates As of 12/31/2022 * Company outlook and modelling assumptions are assumptions used for 2023 adjusted EPS guidance, and the Company undertakes no obligation to update such assumptions subsequent to the date of this presentation (February 28, 2023). Please see Form 8-K filed by Owens & Minor, Inc. with the SEC on February 28, 2023 for additional financial information.