[10-Q] Owens & Minor, Inc. Quarterly Earnings Report
Owens & Minor reported consolidated results showing continuing operations revenue rose to $681.9 million for the quarter and $1.356 billion for the six months, up from $660.4 million and $1.298 billion a year earlier. Continuing operations produced an operating loss of $39.7 million for the quarter and a pre-tax loss of $84.9 million, after recording an $80 million transaction breakage fee and acquisition-related charges.
The company classified its Products & Healthcare Services (P&HS) segment as discontinued operations and held-for-sale, recognizing a $106.4 million goodwill impairment and a $649.1 million loss on classification, contributing to a quarterly net loss of $869.1 million and basic loss per share of $11.30. Total assets were $4.15 billion with total liabilities of $4.44 billion, resulting in a deficit equity of $281.0 million at June 30, 2025. The divestiture process is described as in the final stages.
Owens & Minor ha comunicato risultati consolidati che mostrano ricavi delle attività in corso saliti a $681.9 milioni nel trimestre e a $1.356 miliardi nei sei mesi, rispetto a $660.4 milioni e $1.298 miliardi dell'anno precedente. Le attività in corso hanno registrato una perdita operativa di $39.7 milioni nel trimestre e una perdita ante imposte di $84.9 milioni, dopo aver contabilizzato una penale di annullamento della transazione di $80 milioni e oneri connessi all'acquisizione.
L'azienda ha classificato il segmento Products & Healthcare Services (P&HS) come attività cessate e in vendita, rilevando una perdita di valore dell'avviamento di $106.4 milioni e una perdita di riclassificazione di $649.1 milioni, contribuendo a una perdita netta trimestrale di $869.1 milioni e a una perdita base per azione di $11.30. Gli attivi totali ammontavano a $4.15 miliardi con passività totali di $4.44 miliardi, determinando un patrimonio netto deficitario di $281.0 milioni al 30 giugno 2025. Il processo di dismissione è descritto come nelle fasi finali.
Owens & Minor informó resultados consolidados que muestran que los ingresos de las operaciones continuas aumentaron a $681.9 millones en el trimestre y a $1.356 mil millones en los seis meses, frente a $660.4 millones y $1.298 mil millones del año anterior. Las operaciones continuas registraron una pérdida operativa de $39.7 millones en el trimestre y una pérdida antes de impuestos de $84.9 millones, tras contabilizar una comisión por anulación de la transacción de $80 millones y cargos relacionados con adquisiciones.
La compañía clasificó su segmento Products & Healthcare Services (P&HS) como operaciones discontinuadas y en venta, reconociendo una deterioración del goodwill de $106.4 millones y una pérdida por reclasificación de $649.1 millones, contribuyendo a una pérdida neta trimestral de $869.1 millones y a una pérdida básica por acción de $11.30. Los activos totales fueron $4.15 mil millones con pasivos totales de $4.44 mil millones, resultando en un patrimonio neto deficitario de $281.0 millones al 30 de junio de 2025. El proceso de desinversión se describe como en sus etapas finales.
Owens & Minor는 연결 실적을 발표하며 계속영업의 매출이 분기 기준 $681.9 million, 반기 기준 $1.356 billion으로 전년의 $660.4 million 및 $1.298 billion에서 증가했다고 밝혔다. 계속영업은 분기 동안 $39.7 million의 영업손실과 $84.9 million의 세전손실을 기록했으며, $80 million의 거래 해지 수수료 및 인수 관련 비용을 반영했다.
회사는 Products & Healthcare Services(P&HS) 부문을 중단영업 및 매각예정으로 분류하면서 $106.4 million의 영업권 손상과 $649.1 million의 분류손실을 인식해 분기 $869.1 million의 순손실과 주당 기본손실 $11.30에 기여했다. 총자산은 $4.15 billion, 총부채는 $4.44 billion였으며 2025년 6월 30일 현재 $281.0 million의 자본결손을 기록했다. 매각 절차는 최종 단계에 있다고 설명했다.
Owens & Minor a publié des résultats consolidés montrant que le chiffre d'affaires des activités poursuivies a augmenté à $681.9 millions pour le trimestre et à $1.356 milliards pour les six mois, contre $660.4 millions et $1.298 milliards un an plus tôt. Les activités poursuivies ont enregistré une perte d'exploitation de $39.7 millions pour le trimestre et une perte avant impôts de $84.9 millions, après enregistrement de frais de rupture de transaction de $80 millions et de charges liées aux acquisitions.
La société a classé sa division Products & Healthcare Services (P&HS) comme activités abandonnées et mises en vente, reconnaissant une dépréciation du goodwill de $106.4 millions et une perte de reclassement de $649.1 millions, contribuant à une perte nette trimestrielle de $869.1 millions et à une perte de base par action de $11.30. L'actif total s'élevait à $4.15 milliards pour des passifs totaux de $4.44 milliards, aboutissant à un capitaux propres déficitaires de $281.0 millions au 30 juin 2025. Le processus de cession est décrit comme étant dans ses dernières étapes.
Owens & Minor meldete konsolidierte Ergebnisse: Die Umsatzerlöse aus fortgeführten Geschäftsbereichen stiegen im Quartal auf $681.9 Millionen und in den ersten sechs Monaten auf $1.356 Milliarden, gegenüber $660.4 Millionen bzw. $1.298 Milliarden im Vorjahr. Die fortgeführten Geschäftsbereiche wiesen im Quartal einen operativen Verlust von $39.7 Millionen und einen Verlust vor Steuern von $84.9 Millionen aus, nachdem eine Transaktionsauflösungsgebühr von $80 Millionen sowie akquisitionsbedingte Aufwendungen gebucht wurden.
Das Unternehmen klassifizierte sein Segment Products & Healthcare Services (P&HS) als eingestellte Geschäftstätigkeiten und zum Verkauf gehalten, erkannte eine Goodwill-Abschreibung von $106.4 Millionen und einen Reklassifikationsverlust von $649.1 Millionen, was zu einem quartalsweisen Nettoverlust von $869.1 Millionen und einem einfachen Verlust je Aktie von $11.30 führte. Die Gesamtaktiva beliefen sich auf $4.15 Milliarden bei Gesamtverbindlichkeiten von $4.44 Milliarden, was zum 30. Juni 2025 ein negatives Eigenkapital von $281.0 Millionen ergab. Der Veräußerungsprozess befinde sich in den Endphasen.
- Net revenue in continuing operations increased to $681.9 million for the quarter and $1.356 billion for six months, up from prior-year periods
- P&HS segment has been classified as held-for-sale and the company states the divestiture process is in its final stages
- Cash, cash equivalents and restricted cash at period-end totaled $77.1 million as shown in the condensed consolidated statements of cash flows
- Large consolidated net loss of $869.1 million for the quarter driven primarily by discontinued operations ($785.2 million loss)
- $649.1 million loss on classification to held-for-sale and $106.4 million goodwill impairment recorded in discontinued operations
- $80 million transaction breakage fee related to the terminated Rotech merger materially reduced continuing operations results
- Total liabilities exceed total assets, with total liabilities of $4.44 billion versus total assets of $4.15 billion, producing a deficit equity of $281.0 million
- Material near-term debt maturities of $383 million anticipated to be repaid within 12 months, contingent on divestiture proceeds
- Concentration risk: two largest commercial payors represented approximately 24% and 14% of net revenue for the six months ended June 30, 2025
- Unrecognized tax benefits increased by $17 million primarily due to tax treatment of the $80 million breakage fee
Insights
TL;DR: Q2 shows operational losses and one-time items driving a very large consolidated loss; liquidity and leverage are key near-term risks.
The quarter reflects a modest revenue increase in continuing operations but material charges materially worsened profitability. The $80 million breakage fee and acquisition-related costs pressured operating results, while the P&HS classification produced a $649 million loss on held-for-sale classification and a $106 million goodwill impairment recorded in discontinued operations. Total debt carrying amount is about $1.98 billion with $383 million classified as current maturities, which the company anticipates repaying with expected divestiture proceeds. The balance sheet moved from positive equity to a deficit, highlighting elevated leverage and execution risk during the sale process.
TL;DR: The P&HS divestiture is advanced but created substantial non-cash and cash charges that dominate this quarter's results.
Classifying the P&HS segment as held-for-sale and recognizing a valuation loss indicates the estimated fair value, less costs to sell, is significantly below carrying value. The disclosed intercompany receivable of $160 million and $1.89 billion of current assets held for sale show material transaction mechanics in play. While advancing a sale can reduce ongoing complexity, the recorded impairment and classification loss are highly material and will be central to buyers' diligence and pricing. The situation is impactful and increases uncertainty around timing and net proceeds.
Owens & Minor ha comunicato risultati consolidati che mostrano ricavi delle attività in corso saliti a $681.9 milioni nel trimestre e a $1.356 miliardi nei sei mesi, rispetto a $660.4 milioni e $1.298 miliardi dell'anno precedente. Le attività in corso hanno registrato una perdita operativa di $39.7 milioni nel trimestre e una perdita ante imposte di $84.9 milioni, dopo aver contabilizzato una penale di annullamento della transazione di $80 milioni e oneri connessi all'acquisizione.
L'azienda ha classificato il segmento Products & Healthcare Services (P&HS) come attività cessate e in vendita, rilevando una perdita di valore dell'avviamento di $106.4 milioni e una perdita di riclassificazione di $649.1 milioni, contribuendo a una perdita netta trimestrale di $869.1 milioni e a una perdita base per azione di $11.30. Gli attivi totali ammontavano a $4.15 miliardi con passività totali di $4.44 miliardi, determinando un patrimonio netto deficitario di $281.0 milioni al 30 giugno 2025. Il processo di dismissione è descritto come nelle fasi finali.
Owens & Minor informó resultados consolidados que muestran que los ingresos de las operaciones continuas aumentaron a $681.9 millones en el trimestre y a $1.356 mil millones en los seis meses, frente a $660.4 millones y $1.298 mil millones del año anterior. Las operaciones continuas registraron una pérdida operativa de $39.7 millones en el trimestre y una pérdida antes de impuestos de $84.9 millones, tras contabilizar una comisión por anulación de la transacción de $80 millones y cargos relacionados con adquisiciones.
La compañía clasificó su segmento Products & Healthcare Services (P&HS) como operaciones discontinuadas y en venta, reconociendo una deterioración del goodwill de $106.4 millones y una pérdida por reclasificación de $649.1 millones, contribuyendo a una pérdida neta trimestral de $869.1 millones y a una pérdida básica por acción de $11.30. Los activos totales fueron $4.15 mil millones con pasivos totales de $4.44 mil millones, resultando en un patrimonio neto deficitario de $281.0 millones al 30 de junio de 2025. El proceso de desinversión se describe como en sus etapas finales.
Owens & Minor는 연결 실적을 발표하며 계속영업의 매출이 분기 기준 $681.9 million, 반기 기준 $1.356 billion으로 전년의 $660.4 million 및 $1.298 billion에서 증가했다고 밝혔다. 계속영업은 분기 동안 $39.7 million의 영업손실과 $84.9 million의 세전손실을 기록했으며, $80 million의 거래 해지 수수료 및 인수 관련 비용을 반영했다.
회사는 Products & Healthcare Services(P&HS) 부문을 중단영업 및 매각예정으로 분류하면서 $106.4 million의 영업권 손상과 $649.1 million의 분류손실을 인식해 분기 $869.1 million의 순손실과 주당 기본손실 $11.30에 기여했다. 총자산은 $4.15 billion, 총부채는 $4.44 billion였으며 2025년 6월 30일 현재 $281.0 million의 자본결손을 기록했다. 매각 절차는 최종 단계에 있다고 설명했다.
Owens & Minor a publié des résultats consolidés montrant que le chiffre d'affaires des activités poursuivies a augmenté à $681.9 millions pour le trimestre et à $1.356 milliards pour les six mois, contre $660.4 millions et $1.298 milliards un an plus tôt. Les activités poursuivies ont enregistré une perte d'exploitation de $39.7 millions pour le trimestre et une perte avant impôts de $84.9 millions, après enregistrement de frais de rupture de transaction de $80 millions et de charges liées aux acquisitions.
La société a classé sa division Products & Healthcare Services (P&HS) comme activités abandonnées et mises en vente, reconnaissant une dépréciation du goodwill de $106.4 millions et une perte de reclassement de $649.1 millions, contribuant à une perte nette trimestrielle de $869.1 millions et à une perte de base par action de $11.30. L'actif total s'élevait à $4.15 milliards pour des passifs totaux de $4.44 milliards, aboutissant à un capitaux propres déficitaires de $281.0 millions au 30 juin 2025. Le processus de cession est décrit comme étant dans ses dernières étapes.
Owens & Minor meldete konsolidierte Ergebnisse: Die Umsatzerlöse aus fortgeführten Geschäftsbereichen stiegen im Quartal auf $681.9 Millionen und in den ersten sechs Monaten auf $1.356 Milliarden, gegenüber $660.4 Millionen bzw. $1.298 Milliarden im Vorjahr. Die fortgeführten Geschäftsbereiche wiesen im Quartal einen operativen Verlust von $39.7 Millionen und einen Verlust vor Steuern von $84.9 Millionen aus, nachdem eine Transaktionsauflösungsgebühr von $80 Millionen sowie akquisitionsbedingte Aufwendungen gebucht wurden.
Das Unternehmen klassifizierte sein Segment Products & Healthcare Services (P&HS) als eingestellte Geschäftstätigkeiten und zum Verkauf gehalten, erkannte eine Goodwill-Abschreibung von $106.4 Millionen und einen Reklassifikationsverlust von $649.1 Millionen, was zu einem quartalsweisen Nettoverlust von $869.1 Millionen und einem einfachen Verlust je Aktie von $11.30 führte. Die Gesamtaktiva beliefen sich auf $4.15 Milliarden bei Gesamtverbindlichkeiten von $4.44 Milliarden, was zum 30. Juni 2025 ein negatives Eigenkapital von $281.0 Millionen ergab. Der Veräußerungsprozess befinde sich in den Endphasen.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of | | (I.R.S. Employer |
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| (Address of principal executive offices) | | (Zip Code) |
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| Post Office Box 27626, | | 23261-7626 |
| (Mailing address of principal executive | | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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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.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of Owens & Minor, Inc.’s common stock outstanding as of July 31, 2025 was
Table of Contents
Owens & Minor, Inc. and Subsidiaries
Index
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Part I. Financial Information | Page | |
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Item 1. | Financial Statements | 3 |
| Condensed Consolidated Statements of Operations—Three and Six Months Ended June 30, 2025 and 2024 | 3 |
| Condensed Consolidated Statements of Comprehensive Loss—Three and Six Months Ended June 30, 2025 and 2024 | 4 |
| Condensed Consolidated Balance Sheets—June 30, 2025 and December 31, 2024 | 5 |
| Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2025 and 2024 | 6 |
| Condensed Consolidated Statements of Changes in Equity (Deficit)—Three and Six Months Ended June 30, 2025 and 2024 | 7 |
| Notes to Condensed Consolidated Financial Statements | 8 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
Item 4. | Controls and Procedures | 39 |
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Part II. Other Information | | |
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Item 1. | Legal Proceedings | 40 |
Item 1A. | Risk Factors | 40 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
Item 5. | Other Information | 42 |
Item 6. | Exhibits | 43 |
| Signatures | 44 |
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Table of Contents
Part I. Financial Information
Item 1. Financial Statements
Owens & Minor, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
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| Three Months Ended |
| Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in thousands, except per share data) | | 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Net revenue | | $ | | | $ | | | $ | | | $ | |
Operating costs and expenses: | | | | | | | | | | | | |
Cost of net revenue | |
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Selling, general and administrative expenses | |
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Transaction breakage fee | |
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Acquisition-related charges and intangible amortization | |
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Exit and realignment charges, net | | | | | | | | | | | | |
Total operating costs and expenses | | | | | | | | | | | | |
Operating (loss) income | |
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Interest expense, net | |
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Transaction financing fees, net | | | | | | — | | | | | | — |
Other expense, net | |
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Loss from continuing operations before income taxes | |
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Income tax benefit | |
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Loss from continuing operations, net of tax | | | ( | | | ( | | | ( | | | ( |
Loss from discontinued operations, net of tax | | | ( | | | ( | | | ( | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Basic loss per common share: | |
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Loss from continuing operations | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations | | | ( | | | ( | | | ( | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Diluted loss per common share: | | | | | | | | | | | | |
Loss from continuing operations | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations | | | ( | | | ( | | | ( | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
See accompanying notes to unaudited condensed consolidated financial statements.
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Table of Contents
Owens & Minor, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
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(in thousands) | | 2025 |
| 2024 | | 2025 |
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Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Other comprehensive income (loss), net of tax: | |
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Currency translation adjustments | |
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Change in unrecognized net periodic pension costs | |
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Change in gains and losses on derivative instruments | |
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Total other comprehensive income (loss), net of tax | |
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Comprehensive loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
See accompanying notes to unaudited condensed consolidated financial statements.
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Owens & Minor, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
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| June 30, | | December 31, | ||
(in thousands, except per share data) | | 2025 |
| 2024 | ||
Assets |
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Current assets |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | |
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Inventories | |
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Other current assets | |
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Current assets held for sale - discontinued operations | |
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Total current assets | |
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Patient service equipment and other fixed assets, net | |
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Operating lease assets | |
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Goodwill | |
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Intangible assets, net | |
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Other assets, net | |
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Noncurrent assets held for sale - discontinued operations | | | — | | | |
Total assets | | $ | | | $ | |
Liabilities and equity | |
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Current liabilities | |
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Accounts payable | | $ | | | $ | |
Accrued payroll and related liabilities | |
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Current portion of long-term debt | | | | | | |
Other current liabilities | |
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Current liabilities held for sale - discontinued operations | |
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Total current liabilities | |
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Long-term debt, excluding current portion | |
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Operating lease liabilities, excluding current portion | |
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Deferred income taxes, net | |
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Other liabilities | |
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Noncurrent liabilities held for sale - discontinued operations | |
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Total liabilities | |
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Commitments and contingencies | |
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Equity | |
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Common stock, par value $ | |
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Paid-in capital | |
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(Accumulated deficit) retained earnings | |
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Accumulated other comprehensive loss | |
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Total (deficit) equity | |
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Total liabilities and equity | | $ | | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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Owens & Minor, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
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| Six Months Ended June 30, | ||||
(in thousands) | | 2025 |
| 2024 | ||
Operating activities: | | | | | | |
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to cash provided by operating activities: | |
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Depreciation and amortization | |
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Goodwill impairment charge | | | | | | |
Loss on classification to held for sale | | | | | | |
Share-based compensation expense | |
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Deferred income tax benefit | |
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Changes in operating lease right-of-use assets and lease liabilities | |
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Gain from sale and dispositions of patient service equipment and other fixed assets | |
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Changes in operating assets and liabilities: | |
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Accounts receivable, net | |
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Inventories | |
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Accounts payable | |
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Net change in other assets and liabilities | |
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Other, net | |
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Cash provided by operating activities | |
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Investing activities: | |
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Additions to patient service equipment and other fixed assets | |
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Proceeds from sale of patient service equipment and other fixed assets | |
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| |
Additions to computer software | |
| ( | |
| ( |
Other, net | |
| ( | |
| ( |
Cash used for investing activities | |
| ( | |
| ( |
Financing activities: | |
|
| |
|
|
Borrowings under amended Receivables Financing Agreement | |
| | |
| |
Repayments under amended Receivables Financing Agreement | |
| | |
| ( |
Borrowings under Revolving Credit Facility | | | | | | |
Repayments under Revolving Credit Facility | | | ( | | | |
Repayments of debt | |
| | |
| ( |
Repurchase of common stock | | | ( | | | |
Other, net | |
| ( | |
| ( |
Cash provided by (used for) financing activities | |
| | |
| ( |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | |
| | |
| ( |
Net increase in cash, cash equivalents and restricted cash | |
| | |
| |
Cash, cash equivalents and restricted cash at beginning of period | |
| | |
| |
Cash, cash equivalents and restricted cash at end of period | | $ | | | $ | |
Supplemental disclosure of cash flow information: | |
|
| |
|
|
Income taxes paid, net | | $ | | | $ | |
Interest paid | | $ | | | $ | |
Noncash investing activity: | |
| | |
|
|
Unpaid purchases of patient service equipment and other fixed assets at end of period | | $ | | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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Owens & Minor, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity (Deficit)
(unaudited)
| | | | | | | | | | | | | | | | | |
|
| |
| Common |
| | |
| | |
| Accumulated |
| | | ||
| | Common | | Stock | | | | | Retained | | Other | | | | |||
| | Shares | | ($ | | Paid-In | | Earnings | | Comprehensive | | Total | |||||
(in thousands, except per share data) | | Outstanding | | value) | | Capital | | (Accumulated Deficit) | | Loss | | Equity (Deficit) | |||||
Balance, December 31, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Other comprehensive income |
| — | |
| — | |
| — | |
| — | |
| | |
| |
Share-based compensation expense, exercises and other |
| | |
| | |
| | |
| — | |
| — | |
| |
Shares repurchased and retired | | ( | | | ( | | | — | | | ( | | | — | | | ( |
Balance, March 31, 2025 |
| | |
| | |
| | |
| | |
| ( | |
| |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Other comprehensive income |
| — | |
| — | |
| — | |
| — | |
| | |
| |
Share-based compensation expense, exercises and other |
| | |
| | |
| | |
| — | |
| — | |
| |
Shares repurchased and retired | | ( | | | ( | | | — | | | ( | | | — | | | ( |
Balance, June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | | | | |
Balance, December 31, 2023 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Other comprehensive loss |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( |
Share-based compensation expense, exercises and other |
| ( | |
| ( | |
| | |
| — | |
| — | |
| |
Balance, March 31, 2024 |
| | |
| | |
| | |
| | |
| ( | |
| |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Other comprehensive loss |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( |
Share-based compensation expense, exercises and other |
| | |
| | |
| | |
| — | |
| — | |
| |
Balance, June 30, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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Owens & Minor, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in thousands, except per share data, unless otherwise indicated)
Note 1—Summary of Significant Accounting Policies
Basis of Presentation and Consolidation. The unaudited condensed consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (the Company, we, us, or our) and contain all adjustments necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. In connection with the contemplated sale of our Products & Healthcare Services (P&HS) segment as detailed in the discontinued operations and assets held-for-sale section below, we determined that our continuing operations’ business activities comprise a single operating and reportable segment. This determination is in accordance with ASC No. 280, Segment Reporting.
Revision of Prior Period Consolidated Financial Statements. We revised our prior period financial statements to correct for a prior period accounting error that impacted our beginning retained earnings balance and total equity. The error, which was discovered during the first quarter of 2025, related to the over accrual of accounts payable that had accumulated over multiple years.
We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of our previously reported financial statements based upon the nature of the error, including the immaterial annual quantitative impacts to prior period condensed consolidated statements of operations. Accordingly, the error was corrected through beginning retained earnings as of the earliest balance sheet date presented.
The cumulative impact of the error correction on our retained earnings and total equity as of the earliest balance sheet date presented, was an increase of $
Reclassifications. Certain prior period amounts have been reclassified to conform to current year presentation.
Discontinued Operations and Assets Held-for-Sale. On February 28, 2025, we announced that we are actively engaged in discussions regarding the contemplated sale of our P&HS segment. We are in the final stages of our process for the divestiture and have concluded the P&HS segment has met the accounting requirements to be classified as discontinued operations and held for sale as of June 30, 2025. During this process we remain committed to serving our P&HS segment customers. In accordance with GAAP, the financial position and results of operations of the P&HS segment 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 Condensed Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc. unless otherwise noted. See Note 3 for additional information regarding discontinued operations and assets held for sale.
Use of Estimates. The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Significant estimates are used for, but are not limited to, variable consideration, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, estimated fair values of the net assets acquired in business combinations, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates.
Cash and Cash Equivalents. Cash and cash equivalents include cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in the United States (U.S.). Cash that has
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restrictions on its availability to us would be classified as restricted cash. There was
The following table provides a reconciliation of cash and cash equivalents reported within the accompanying condensed consolidated balance sheets that sum to the total of those same amounts presented in the accompanying condensed consolidated statements of cash flows.
| | | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||
Cash and cash equivalents | | $ | | | $ | |
Cash and cash equivalents of held for sale - discontinued operations | |
| | |
| |
Total cash and cash equivalents | | $ | | | $ | |
Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are included in accounts payable in our condensed 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 condensed consolidated statements of cash flows.
Accounts Receivable, Net. Due to the nature of our industry and the reimbursement environment in which we operate, certain estimates are required to record net revenues and accounts receivable at their net realizable values, including estimating variable consideration. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements, contractual terms, and the uncertainty of reimbursement amounts for certain services may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application, claim amount or account review.
Included in accounts receivable were earned but unbilled receivables of $
Inventories. Inventories, which primarily include medical supplies to be sold to customers, are determined using the first-in, first-out or weighted-average cost method at the lower of cost or net realizable value. We periodically evaluate whether inventory valuation allowance adjustments are required. In our evaluation, we review for obsolete inventory and slow-moving inventory which includes consideration of recent sales trends. We write down inventories which are considered excess and obsolete as a result of these assessments within cost of net revenue. Shifts in market trends and conditions, as well as changes in customer or payor preferences and behavior could affect the value of our inventories.
Patient Service Equipment and Other Fixed Assets, Net. Patient service equipment consists of medical equipment rented to customers, primarily on a month-to-month basis, as well as equipment that may be sold. Patient service equipment depreciation expense is classified in our condensed consolidated statements of operations within cost of net revenue for equipment rented to customers. Other fixed assets, net are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense for financial reporting purposes is generally computed on a straight-line method over the estimated useful lives of the assets. In general, the estimated useful lives for computing depreciation are one to
Leases. We account for all of our lease arrangements, including for real estate, trucks, and patient service equipment, as operating leases. We enter into non-cancelable agreements to lease most of our office, branch and warehouse facilities with remaining terms generally ranging from one to
9
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terminate) in our lease term, as part of our right-of-use assets and lease liabilities, as we generally do not have leases for which we believe we are reasonably certain to exercise those options. Leases with a term of
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. We elected the practical expedient to not separate lease and non-lease components for our leases. 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 if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. 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 the fair value does not exceed the carrying amount, then a quantitative test is performed.
Intangible Assets, Net. Intangible assets acquired through purchases or business combinations are stated at fair value at the acquisition date and net of accumulated amortization in the condensed consolidated balance sheets. Intangible assets, consisting primarily of customer relationships, customer contracts 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. Intangible assets are generally amortized over one to
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 three and
Long-Lived Asset Impairment Evaluation. Long-lived assets, which include patient service equipment, finite-lived intangible assets, right-of-use assets, unamortized software costs, and other fixed assets 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 the potential impairments by comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows.
Self-Insurance Liabilities. We are self-insured for certain teammate 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 the 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 and other liabilities in the condensed consolidated balance sheets and were $
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Revenue Recognition. Revenues are primarily recognized under fee-for-service arrangements for sales of supplies, equipment and other items we sell to customers and equipment we rent to customers. Revenue for sales of products, including equipment and supplies, is recognized when control of the promised goods is transferred to customers and is presented net of applicable sales taxes. Revenue generated from equipment that we rent to customers is primarily recognized as earned on a straight-line basis over the non-cancellable rental period, typically one month, and commences on delivery of the equipment to the customers.
Fee-for-service arrangement revenues are recorded only to the extent it is probable that a significant reversal will not occur in the future as amounts may include implicit price concessions under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and customers. Revenue is recognized under a portfolio approach, as we expect that this approach would not differ materially from considering each contract or performance obligation separately. We use the expected value method in determining the variable consideration as part of determining the sales transaction price using historical reimbursement experience, historical sales returns, and other operating trends. Payment terms and conditions vary by contract. Sales of equipment and supplies inclusive of amounts recognized under capitation arrangements for the three and six months ended June 30, 2025 were $
Certain revenues are recognized under arrangements with third-party payors for which we stand ready to provide all necessary healthcare services to members for the period of the stand ready obligation which generally extends beyond one year. These agreements are generally referred to as capitation arrangements. Revenue is recognized over the month that the members are entitled to healthcare services using the monthly contractual rate for each covered member. The actual number of covered members may vary each month. Capitation payments are typically received in the month members are entitled to healthcare services. Revenue for these agreements amounted to $
The following table summarizes net revenue by product category:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Diabetes | | $ | | | $ | | | $ | | | $ | |
Sleep therapy | | | | | | | | | | | | |
Home respiratory therapy | | | | | | | | | | | | |
Ostomy | | | | | | | | | | | | |
Wound care | | | | | | | | | | | | |
Urology | | | | | | | | | | | | |
Other | |
| | | | | |
| | | | |
Net revenue | | $ | | | $ | | | $ | | | $ | |
The following table summarizes net revenue by payor type:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Commercial payors (1) | | $ | | | $ | | | $ | | | $ | |
Medicare | | | | | | | | | | | | |
Medicaid | | | | | | | | | | | | |
Net revenue | | $ | | | $ | | | $ | | | $ | |
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(1) Includes revenue from Medicare Advantage Payors of approximately $
Cost of Net Revenue. Cost of net revenue includes the cost of products sold, patient service equipment depreciation expense, and other costs which are primarily personnel costs related to the set-up and utilization of equipment. Cost of product sold includes non-cash expenses primarily for equipment converted from rental to sales in the amount of $
| | | | | | | | | | | | |
| | Three Months Ended |
| Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Cost of product sold | | $ | | | $ | | | $ | | | $ | |
Patient service equipment depreciation | | | | | | | | | | | | |
Other costs | | | | | | | | | | | | |
Cost of net revenue | | $ | | | $ | | | $ | | | $ | |
Selling, General and Administrative (SG&A) Expenses. SG&A expenses include compensation costs, expenses for selling and administrative functions, shipping and handling costs and certain depreciation and amortization expense.
Shipping and Handling. Shipping and handling costs are included in SG&A expenses in the condensed consolidated statements of operations and include costs to store, move, and prepare products for shipment, as well as costs to deliver products to customers. Shipping and handling costs totaled $
Share-Based Compensation. We account for share-based compensation to teammates at fair value and recognize the related expense primarily in SG&A expenses over the service period for awards expected to vest. The fair value of non-vested performance shares is dependent upon our assessment of the probability of achievement of financial targets for the performance period.
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 exiting 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 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.
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, accounts payable, and accrued payroll and related liabilities reported in the condensed consolidated balance sheets approximate fair value due to the short-term
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nature of these instruments. The estimated fair value of our reporting unit determined during a quantitative review of goodwill utilizes unobservable inputs (Level 3).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 8 for the fair value of debt. The fair value of our derivative 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 10 for the fair value of derivatives.
Our acquisitions may include contingent consideration as part of the purchase price. The fair value of contingent consideration is estimated as of the acquisition date and at the end of each subsequent reporting period based on the present value of the contingent payments to be made using a weighted probability of possible payments (Level 3). Subsequent changes in fair value are recorded as adjustments to acquisition-related charges and intangible amortization within the consolidated statements of operations.
Acquisition-Related Charges and Intangible Amortization. Acquisition-related charges consist primarily of one-time costs related to the terminated acquisition of Rotech Healthcare Holdings Inc. (Rotech), which consisted primarily of legal and professional fees. For the three and six months ended June 30, 2025, we incurred $
Exit and Realignment Charges, Net. Exit and realignment charges, net consist of costs associated with optimizing our operations including significant changes to certain processes to increase net revenue and lower costs along with costs related to IT strategic initiatives and other strategic actions. These costs include, but are not limited to, professional fees, severance and other costs to streamline functions and processes. 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. Severance benefits are generally recorded when payment is considered probable and reasonably estimable. These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis.
Note 2—Significant Concentration Risks
During the six months ended June 30, 2025, our
Note 3—Discontinued Operations and Assets Held-for-Sale
On February 28, 2025, we announced that we are actively engaged in discussions regarding the contemplated sale of our P&HS segment. We are in the final stages of our process for the divestiture and have concluded the P&HS
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segment has met the accounting requirements to be classified as discontinued operations and assets held for sale as of June 30, 2025. During this process we remain committed to serving our P&HS segment customers.
In accordance with GAAP, the financial position and results of operations of the P&HS segment are presented as discontinued operations and assets held for sale and, as such, have been excluded from continuing operations for all periods presented. Accordingly, the results of operations from our P&HS segment are reported in the accompanying condensed consolidated statements of operations as “Loss from discontinued operations, net of tax” for the three and six months ended June 30, 2025 and 2024, and the related assets and liabilities are classified as held-for-sale as of June 30, 2025 and December 31, 2024 in the accompanying condensed consolidated balance sheets. We have allocated interest expense, net to discontinued operations as a ratio of net assets and total debt in accordance with ASC 205, Presentation of Financial Statements.
As of June 30, 2025 the remaining P&HS goodwill balance of $
The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | |
|
| Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 | | 2024 | ||||
Net revenue | | $ | | | $ | | | $ | | | $ | |
Cost of goods sold | |
| | | | | | | | | | |
Gross profit | | | | | | | | | | | | |
Distribution, selling, and administrative expenses | | | | | | | | | | | | |
Acquisition-related charges and intangible amortization | | | | | | | | | | | | |
Exit and realignment charges, net | | | | | | | | | | | | |
Goodwill impairment charge | | | | | | — | | | | | | — |
Loss on classification to held for sale | | | | | | — | | | | | | — |
Other operating expense, net | |
| | | | | | | | | | |
Operating (loss) income | | | ( | | | | | | ( | | | |
Interest expense, net | |
| | | | | | | | | | |
Other expense | |
| | | | | | | | | | |
Loss from discontinued operations before income taxes | | | ( | | | ( | | | ( | | | ( |
Income tax (benefit) provision for discontinued operations | |
| ( | | | | | | ( | | | |
Loss from discontinued operations, net of taxes | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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The assets and liabilities of the P&HS segment reflected on the condensed consolidated balance sheets at June 30, 2025 and December 31, 2024, are as follows:
| | | | | | |
|
| June 30, | | December 31, | ||
| | 2025 |
| 2024 | ||
Assets held for sale - discontinued operations |
| |
|
| |
|
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | |
| | |
| |
Merchandise inventories | |
| | |
| |
Intercompany receivable | | | | | | — |
Other current assets, net | |
| | |
| |
Property and equipment, net | |
| | | | — |
Operating lease assets | |
| | | | — |
Intangible assets, net | |
| | | | — |
Deferred tax assets | | | | | | — |
Valuation allowance on disposal group classified as held for sale | | | ( | | | — |
Current assets held for sale - discontinued operations | |
| | |
| |
Property and equipment, net | |
| — | |
| |
Operating lease assets | |
| — | |
| |
Goodwill | |
| — | |
| |
Intangible assets, net | |
| — | |
| |
Deferred tax assets | | | — | | | |
Other noncurrent assets, net | |
| — | |
| |
Total assets held for sale - discontinued operations | | $ | | | $ | |
Liabilities held for sale - discontinued operations | |
|
| |
|
|
Accounts payable | | $ | | | $ | |
Accrued payroll and related liabilities | |
| | |
| |
Current portion of long-term debt | | | | | | |
Other current liabilities | |
| | |
| |
Operating lease liabilities, current portion | | | | | | |
Deferred tax liabilities | | | | | | — |
Current liabilities held for sale - discontinued operations | |
| | |
| |
Long-term debt, excluding current portion | |
| — | |
| |
Operating lease liabilities, excluding current portion | |
| — | |
| |
Other liabilities | |
| — | |
| |
Deferred tax liabilities | |
| — | |
| |
Total liabilities held for sale - discontinued operations | | $ | | | $ | |
Assets and liabilities held for sale as of June 30, 2025 are classified as current since we expect the divestiture to be completed within one year of the balance sheet date. As of December 31, 2024, the assets and liabilities held for sale are classified separately as current or noncurrent because the noncurrent assets and liabilities did not meet the criteria for current classification as of December 31, 2024. Merchandise inventories include $
Receivables Purchase Agreement
On March 14, 2023, we entered into the Receivables Purchase Agreement (RPA), pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $
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Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to current assets of discontinued operations, in the condensed consolidated balance sheets. Cash received from the sale of accounts receivable, net of payments made to the Purchaser, is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows. The accounts receivable sold under the RPA were entirely accounts receivable of the P&HS segment. Total accounts receivable sold under the RPA were $
Receivables Sale Program
On October 18, 2024, O&M Funding LLC and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, entered into a Receivables Purchase Agreement (the Receivables Sale Program) with persons from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $
Proceeds from the sales of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances in the consolidated balance sheets. Cash received from the sales of accounts receivable is reflected in the change in accounts receivable within cash provided by operating activities in the consolidated statements of cash flows. The accounts receivable sold under the Receivables Sale Program were primarily accounts receivable of the P&HS segment. Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $
As of June 30, 2025 and December 31, 2024, there was a total of $
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The following table provides significant non-cash operating and investing cash flow information for our discontinued operations and assets held for sale:
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
| | 2025 |
| 2024 | ||
Operating Activities: | | | | | | |
Goodwill impairment charge | | $ | | | $ | — |
Loss on classification to held for sale | | | | | | — |
Depreciation and amortization | | | | | | |
Share-based compensation | | | | | | |
Investing Activities: | | | | | | |
Capital expenditures | | $ | ( | | $ | ( |
Proceeds from sale of corporate headquarters | | | — | | | |
Note 4—Patient Service Equipment and Other Fixed Assets, Net
Patient service equipment and other fixed assets, net, consists of the following:
| | | | | | |
| | June 30, 2025 | | December 31, 2024 | ||
Patient service equipment | | $ | | | $ | |
Building and leasehold improvements | | | | | | |
Other fixed assets | | | | | | |
Patient service equipment and other fixed assets, gross | |
| | | | |
Accumulated depreciation and amortization | | | ( | | | ( |
Patient service equipment and other fixed assets, net | | $ | | | $ | |
Note 5—Goodwill and Intangible Assets, Net
At June 30, 2025 and December 31, 2024, we had goodwill of $
Intangible assets, net subject to amortization, which excludes indefinite-lived intangible assets, at June 30, 2025 and December 31, 2024 were as follows:
| | | | | | | | | | | | | | | | | | | |
| | June 30, 2025 | | December 31, 2024 | | ||||||||||||||
|
| Customer |
| | |
| Other |
| Customer |
| | |
| Other | | ||||
| | Relationships | | Tradenames | | Intangibles | | Relationships | | Tradenames | | Intangibles | | ||||||
Intangible assets, gross | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
Accumulated amortization | |
| ( | |
| ( | |
| ( | |
| ( | |
| ( | |
| ( | |
Intangible assets, net | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
Weighted average useful life | |
| |
| |
| |
| |
| |
| | ||||||
Amortization expense for intangible assets was $
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As of June 30, 2025, based on the current carrying value of intangible assets subject to amortization and expected remaining useful life, estimated amortization expense were as follows:
| | | |
Year |
| | |
2025 (remainder) | | $ | |
2026 | |
| |
2027 | |
| |
2028 | |
| |
2029 | |
| |
Thereafter | | | |
Total future amortization | | $ | |
As a result of a notice of a contract termination with a commercial Payor, the remaining useful life for an intangible asset associated with that relationship was modified as of June 30, 2025 and the updated future intangible amortization is reflected in the table above.
Note 6—Leases
| | | | | | | | |
|
| |
| Three Months Ended June 30, | ||||
|
| Classification |
| 2025 |
| 2024 | ||
Operating lease cost | | SG&A expenses | | $ | | | $ | |
Short-term lease cost | | SG&A expenses, Cost of net revenue | |
| | |
| |
Variable lease cost | | SG&A expenses, Cost of net revenue | |
| | |
| |
Total lease cost | | | | $ | | | $ | |
| | | | | | | | |
|
| |
| Six Months Ended June 30, | ||||
|
| Classification |
| 2025 |
| 2024 | ||
Operating lease cost | | SG&A expenses | | $ | | | $ | |
Short-term lease cost | | SG&A expenses, Cost of net revenue | |
| | |
| |
Variable lease cost | | SG&A expenses, Cost of net revenue | |
| | |
| |
Total lease cost | | | | $ | | | $ | |
Variable lease cost consists primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities and patient service equipment which are paid as incurred.
Supplemental balance sheet information as of June 30, 2025 and December 31, 2024 was as follows:
| | | | | | | | |
|
| |
| As of June 30, | | As of December 31, | ||
|
| Classification |
| 2025 |
| 2024 | ||
Assets: | |
| | |
|
| |
|
Operating lease assets | | Operating lease assets | | $ | | | $ | |
Liabilities: | |
| |
|
| |
|
|
Current operating leases | | Other current liabilities | | $ | | | $ | |
Noncurrent operating leases | | Operating lease liabilities, excluding current portion | |
| | |
| |
Total operating lease liabilities | | | | $ | | | $ | |
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Other information related to leases for the six months ended June 30, 2025 and 2024 was as follows:
| | | | | | | | |
|
| Six Months Ended June 30, | ||||||
|
| 2025 | | 2024 | ||||
Supplemental cash flow information | | |
|
| | | |
|
Cash paid for amounts included in the measurement of lease liabilities: | | |
|
| | | |
|
Operating cash flows from operating leases | | $ | | | | $ | | |
| | | | | | | | |
Right-of-use assets obtained in exchange for new operating lease liabilities | | $ | | | | $ | | |
| | | | | | | | |
Weighted average remaining lease term (years) | |
|
| | |
|
| |
Operating leases | |
| | |
| | ||
| | | | | | | | |
Weighted average discount rate | |
|
| | |
|
| |
Operating leases | |
| | % | |
| | % |
Maturities of operating lease liabilities as of June 30, 2025 were as follows:
| | | |
|
| | |
2025 (remainder) | | $ | |
2026 | |
| |
2027 | |
| |
2028 | |
| |
2029 | |
| |
Thereafter | |
| |
Total lease payments | |
| |
Less: Interest | |
| ( |
Present value of lease liabilities | | $ | |
Note 7—Exit and Realignment Charges, Net
We incur exit and realignment and other charges associated with optimizing our operations which include IT strategic initiatives and other strategic actions. These charges include professional fees, severance and other costs to streamline functions and enhance processes. These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis.
Exit and realignment charges, net were $
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The following table summarizes the activity related to exit and realignment cost accruals, which are generally classified as other current liabilities in our condensed consolidated balance sheets, through June 30, 2025 and 2024:
| | | |
|
| Total | |
Accrued exit and realignment costs, December 31, 2024 | | $ | |
Provision for exit and realignment activities: | |
|
|
Professional fees | |
| |
IT strategic initiatives and other | |
| |
Cash payments | |
| ( |
Accrued exit and realignment costs, March 31, 2025 | |
| |
Provision for exit and realignment activities: | | | |
Professional fees | | | |
IT strategic initiatives and other | | | |
Cash payments | | | ( |
Accrued exit and realignment costs, June 30, 2025 | | $ | |
| | | |
Accrued exit and realignment costs, December 31, 2023 | | $ | |
Provision for exit and realignment activities: | |
|
|
Professional fees | | | |
IT strategic initiatives and other | | | |
Cash payments | |
| ( |
Accrued exit and realignment costs, March 31, 2024 | | | |
Provision for exit and realignment activities: | |
|
|
Professional fees | |
| |
IT strategic initiatives and other | |
| |
Cash payments | |
| ( |
Accrued exit and realignment costs, June 30, 2024 | | $ | |
In addition to the exit and realignment accruals in the preceding table, we also incurred $
Note 8—Debt
Debt, net of unamortized deferred financing costs, as of June 30, 2025 and December 31, 2024 consisted of the following:
| | | | | | | | | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||||||||
|
| Carrying |
| Estimated |
| Carrying |
| Estimated | ||||
| | Amount | | Fair Value | | Amount | | Fair Value | ||||
Term Loan A | | $ | | | $ | | | $ | | | $ | |
Revolving Credit Facility | | | | | | | | | — | | | — |
|
| | |
| | |
| | |
| | |
Term Loan B | |
| | |
| | |
| | |
| |
|
| | |
| | |
| | |
| | |
Other | |
| — | | | — | |
| | |
| |
Total debt | |
| | |
| | |
| | |
| |
Less current maturities | |
| ( | |
| ( | |
| ( | |
| ( |
Long-term debt | | $ | | | $ | | | $ | | | $ | |
On March 29, 2022, we entered into a Security Agreement Supplement pursuant to which the Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 was supplemented to grant collateral on behalf of the holders of the 2024 Notes, and the parties secured under the credit agreements including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Grantors (as defined in the Security
20
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Agreement) in the Grantors’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Grantors, subject to certain exceptions.
On March 29, 2022, we entered into a term loan credit agreement with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (the Credit Agreement) that provides for
On March 10, 2021, we issued $
On March 29, 2022, we issued $
The 2029 Unsecured Notes and the 2030 Unsecured Notes are subordinated to any of our secured indebtedness, including indebtedness under our credit agreements.
On March 29, 2022, we entered into an amendment to our revolving credit agreement, dated as of March 10, 2021 with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (Revolving Credit Agreement). The amendment: (i) increased the aggregate revolving credit commitments under the Revolving Credit Agreement by $
At June 30, 2025 we had $
The Revolving Credit Agreement, the Credit Agreement, the 2029 Unsecured Notes and the 2030 Unsecured Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements 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 June 30, 2025.
As of June 30, 2025, future principal payments due under our debt agreements or anticipated to be repaid within twelve months, excluding other, were as follows:
| | | |
Year |
| | |
2025 (remainder) | | $ | |
2026 | |
| |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | |
| |
21
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Current maturities at June 30, 2025 includes $
Note 9—Share-Based Compensation
We maintain a share-based compensation plan (the Plan) that is administered by the Our People & Culture Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and teammates incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance stock units and performance shares (collectively, Performance Stock Awards (PSAs)), restricted stock units and restricted stock (collectively, Restricted Stock Awards (RSAs)) and unrestricted stock. We use authorized and unissued common shares for grants of RSAs, SARs, PSAs or for stock option exercises. At June 30, 2025, approximately
RSAs under the Plan generally vest over one, three or
Share-based compensation expense for the three and six months ended June 30, 2025 was $
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The following table summarizes the activity and value of nonvested RSAs and PSAs for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | |
|
| Three Months Ended | | ||||||||
| | 2025 | | 2024 | | ||||||
| | |
| Weighted | | |
| Weighted | | ||
| | | | Average | | | | Average | | ||
| | | | Grant-date Fair | | | | Grant-date Fair | | ||
| | Number of | | Value | | Number of | | Value | | ||
| | Shares | | Per Share | | Shares | | Per Share | | ||
Nonvested awards at beginning of period | | | | $ | | | | | $ | | |
Granted | | | |
| | | | |
| | |
Vested | | ( | |
| | | ( | |
| | |
Forfeited | | ( | |
| | | ( | |
| | |
Nonvested awards at end of period | | | |
| | | | |
| | |
| | | | | | | | | | | |
|
| Six Months Ended | | ||||||||
| | 2025 | | 2024 | | ||||||
| | |
| Weighted | | |
| Weighted | | ||
| | | | Average | | | | Average | | ||
| | | | Grant-date Fair | | | | Grant-date Fair | | ||
| | Number of | | Value | | Number of | | Value | | ||
| | Shares | | Per Share | | Shares | | Per Share | | ||
Nonvested awards at beginning of period | | | | $ | | | | | $ | | |
Granted | | | |
| | | | |
| | |
Vested | | ( | |
| | | ( | |
| | |
Forfeited | | ( | |
| | | ( | |
| | |
Nonvested awards at end of period | | | |
| | | | |
| | |
The total fair value of RSAs and PSAs vested during the three and six months ended June 30, 2025 was $
Note 10—Derivatives
We are directly and indirectly affected by changes in 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 pay interest on our Credit Agreement which fluctuates based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates on our term loans, we entered into an interest rate swap agreement 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 agreement are included in interest expense, net within discontinued operations, refer to Note 3.
We determine the fair value of 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 condensed consolidated balance sheets. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items.
23
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The following table summarizes the terms and fair value of our outstanding cash flow hedges as of June 30, 2025:
| | | | | | | | | | | | | | | |
|
| | |
| |
| | | | |
| | | | |
|
| Notional |
| |
| Derivative Assets |
| Derivative Liabilities | |||||||
|
| Amount |
| Maturity Date |
| Classification |
| Fair Value |
| Classification |
| Fair Value | |||
Interest rate swaps | | $ | | | March 2027 |
| Other assets, net | | $ | | | Other liabilities | | $ | |
The following table summarizes the terms and fair value of our outstanding cash flow hedges as of December 31, 2024:
| | | | | | | | | | | | | | | |
|
| | |
| |
| | | | |
| | | | |
|
| Notional |
| |
| Derivative Assets |
| Derivative Liabilities | |||||||
|
| Amount |
| Maturity Date |
| Classification |
| Fair Value |
| Classification |
| Fair Value | |||
Interest rate swaps | | $ | | | March 2027 |
| Other assets, net | | $ | | | Other liabilities | | $ | |
The notional amount of the interest rate swaps represents the amount in effect at the end of the period. Based on contractual terms, the notional amount will decrease in increments of $
The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three and six months ended June 30, 2025:
| | | | | | | | | | | | | | | | | | | | |
| | Amount of Loss Recognized in Other Comprehensive Income (Loss) | | | | Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded | | Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss | ||||||||||||
| | | | | | | | | | | | | | | ||||||
| | Three months ended June 30, 2025 | | Six months ended June 30, 2025 | | Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income | | Three months ended June 30, 2025 | | Six months ended June 30, 2025 | | Three months ended June 30, 2025 | | Six months ended June 30, 2025 | ||||||
Interest rate swaps | | $ | ( | | $ | ( |
| Loss from discontinued operations, net of tax | | $ | ( | | $ | ( | | $ | | | $ | |
The amount of ineffectiveness associated with these contracts was immaterial for the period presented.
The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three and six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | |
| | Amount of Gain Recognized in Other Comprehensive Income (Loss) | | | | Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded | | Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss | ||||||||||||
| | | | | | | | | | | | | | | ||||||
| | Three months ended June 30, 2024 | | Six months ended June 30, 2024 | | Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income | | Three months ended June 30, 2024 | | Six months ended June 30, 2024 | | Three months ended June 30, 2024 | | Six months ended June 30, 2024 | ||||||
Interest rate swaps | | $ | | | $ | |
| Loss from discontinued operations, net of tax | | $ | ( | | $ | ( | | $ | | | $ | |
The amount of ineffectiveness associated with these contracts was immaterial for the period presented.
Note 11—Income Taxes
The effective tax rate was
24
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The liability for unrecognized tax benefits was $
On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Service (IRS) regarding our 2015 and 2016 consolidated income tax returns. On June 30, 2021, we received a NOPA from the IRS regarding our 2017 and 2018 consolidated income tax returns. Within the NOPAs, the IRS has asserted that our taxable income for the aforementioned years should be higher based on their assessment of the appropriate amount of taxable income that we should report in the U.S. in connection with our sourcing of products by our foreign subsidiaries for sale in the U.S. by our domestic subsidiaries. The transfer pricing methodology was consistently applied for all years subject to the NOPAs and 2019 into 2022, but is no longer employed.
In June 2024, the IRS and the relevant foreign taxing authority mutually agreed to proposed adjustments to our 2015 through 2018 consolidated tax returns. As a result, we remeasured the uncertain tax position for the 2015 through 2018 tax years, as well as the affected 2019 through 2022 tax years, to the amount expected to be paid upon a final agreement with the IRS. In June 2025, we received the final assessment from the IRS for the 2015 through 2018 tax years including interest. The uncertain tax position for these years and related accrued interest has been remeasured to reflect the final amount to be paid. This matter does not impact our 2023, 2024 or future tax years. As of June 30, 2025, we owed $
On July 4, 2025, The U.S. Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (OBBB). The OBBB contains several changes to corporate taxation including modification to limitations on deductions for interest expense and accelerated fixed asset depreciation. We are still assessing the impact to our consolidated financial statements.
Note 12—Net Loss per Common Share
The following summarizes the calculation of net loss per common share attributable to common shareholders for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in thousands, except per share data) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations, net of tax | | | ( | | | ( | | | ( | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Weighted average shares outstanding - basic | |
| | |
| | |
| | |
| |
Dilutive shares | |
| | |
| | |
| | |
| |
Weighted average shares outstanding - diluted | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Basic loss per common share: | |
|
| |
|
| |
|
| |
|
|
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations, net of tax | | | ( | | | ( | | | ( | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Diluted loss per common share: | | | | | | | | | | | | |
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations, net of tax | | | ( | | | ( | | | ( | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
25
Table of Contents
Share-based awards for the three and six months ended June 30, 2025 of approximately
Note 13—Shareholders Equity
On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $
During the three and six months ended June 30, 2025, we repurchased in open-market transactions and retired approximately
Note 14—Accumulated Other Comprehensive (Loss) Income
The following table shows the changes in accumulated other comprehensive (loss) income by component for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | |
|
| | |
| Currency |
| | |
| | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, March 31, 2025 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | | | | | | ( | |
| |
Income tax | |
| | | | | | | | |
| |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| | |
| ( | |
| |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | | | | | | ( | |
| ( |
Income tax | |
| ( | | | | | | | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| | |
| ( | |
| |
Accumulated other comprehensive (loss) income, three months ended June 30, 2025 | | $ | ( | | $ | ( | | $ | | | $ | ( |
26
Table of Contents
| | | | | | | | | | | | |
|
| | |
| Currency |
| | |
| | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, March 31, 2024 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | |
| ( | |
| | |
| ( |
Income tax | |
| ( | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| ( | |
| | |
| ( |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | |
| | |
| ( | |
| ( |
Income tax | |
| ( | |
| | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| ( | |
| ( | |
| ( |
Accumulated other comprehensive (loss) income, three months ended June 30, 2024 | | $ | ( | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | |
|
| | |
| Currency |
| | |
| | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, December 31, 2024 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | |
| | |
| ( | |
| |
Income tax | |
| ( | |
| | |
| | |
| |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| | |
| ( | |
| |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | |
| | |
| ( | |
| ( |
Income tax | |
| ( | |
| | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| | |
| ( | |
| |
Accumulated other comprehensive (loss) income, six months ended June 30, 2025 | | $ | ( | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | |
|
| | |
| Currency |
| | |
| | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, December 31, 2023 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | |
| ( | |
| | |
| ( |
Income tax | |
| ( | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| ( | |
| | |
| ( |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | |
| | |
| ( | |
| ( |
Income tax | |
| ( | |
| | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| ( | |
| | |
| ( |
Accumulated other comprehensive (loss) income, six months ended June 30, 2024 | | $ | ( | | $ | ( | | $ | | | $ | ( |
27
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We include amounts reclassified out of accumulated other comprehensive (loss) income related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net.
Note 15—Commitments, Contingent Liabilities, and Legal Proceedings
On June 3, 2025, the Company, Rotech and Merger Sub mutually agreed to terminate the Merger Agreement and entered into the Termination Agreement. In accordance with the terms of the Termination Agreement, the Company made a cash payment to Rotech of $
Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for disclosure of other material contractual obligations.
We are party to various legal claims that are ordinary and incidental to our business, including ones related to commercial disputes, employment, workers’ compensation, product liability, regulatory and other matters. We maintain 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 June 30, 2025 for currently pending matters considered probable of loss, is sufficient. In addition, we believe that other currently pending matters are not reasonably possible to result in a material loss, as payment of the amounts claimed is remote, the claims are immaterial, individually and in the aggregate, or the claims are expected to be adequately covered by insurance, subject to policy limits, applicable deductibles, exclusions and insurer solvency.
Note 16—Segment Information
As described in Note 1, the P&HS segment has met the accounting requirements to be classified as discontinued operations and held for sale at June 30, 2025, and we no longer report the P&HS segment. Our President, Chief Executive Officer & Director is the chief operating decision maker (CODM). The CODM reviews financial information about the continuing operations business at an enterprise-wide consolidated level when allocating resources and assessing business performance. Accordingly, we have determined that our business activities comprise a single operating and reporting segment. Net income (loss) from continuing operations is the profit or loss measure used by the CODM that is most consistent with GAAP and therefore is the required measure of profitability.
Note 17—Recent Accounting Pronouncements
In December 2023, the FASB Issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require additional annual income tax disclosures, including disclosure of reconciling items by jurisdiction and nature to the extent those items exceed a specified threshold. In addition, this ASU will require disclosure of income taxes paid, net of refunds received disaggregated by federal, state, and foreign and by jurisdiction if the amount is more than 5% of total income tax payments, net of refunds received. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which will require additional disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2026. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis describes results of operations and material changes in the financial condition of Owens & Minor, Inc. and its subsidiaries since December 31, 2024 on a continuing operations basis unless otherwise noted. Trends of a material nature are discussed to the extent known and considered relevant. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto, and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Overview
Owens & Minor, Inc., along with its subsidiaries, (the Company, we, us, or our) is a leading provider of integrated equipment, supplies, and related services supporting home-based care in the United States. As discussed within Note 1 in the Notes to Consolidated Financial Statements, our business activities comprise a single operating and reporting segment.
Net loss from continuing operations per common share was ($1.09) for the three months ended June 30, 2025 as compared to ($0.09) for the three months ended June 30, 2024. Our financial results for the three months ended June 30, 2025 as compared to the prior year were impacted by the transaction breakage fee of $80 million, transaction financing fees, net of $18 million, and an increase in acquisition-related costs of $2.7 million partially offset by a decrease in intangible amortization of $2.5 million due to certain intangible assets that were fully amortized in 2024 and an increase in net revenue.
Net loss from continuing operations per common share was ($1.14) for the six months ended June 30, 2025 as compared to ($0.26) for the six months ended June 30, 2024. Our financial results for the six months ended June 30, 2025 as compared to prior year were impacted by the transaction breakage fee of $80 million, transaction financing fees, net of $18 million, and an increase in acquisition-related costs of $19 million related to the terminated acquisition of Rotech, partially offset by a decrease in intangible amortization of $9.2 million due to certain intangible assets that were fully amortized in 2024 and an increase in net revenue.
Refer to “Results of Operations” for further detail of quantitative and qualitative drivers of our results.
Contemplated Sale of Products & Healthcare Services Segment
On February 28, 2025, we announced that we are actively engaged in discussions regarding the contemplated sale of our Products & Healthcare Services (P&HS) segment. We are in the final stages of our process for the divestiture and have concluded the P&HS segment has met the accounting requirements to be classified as discontinued operations and held for sale as of June 30, 2025. During this process we remain committed to serving our P&HS segment customers. In accordance with GAAP, the financial position and results of operations of the P&HS segment are presented as discontinued operations and assets held for sale and, as such, have been excluded from continuing operations for all periods presented. All discussion, unless otherwise noted, reflects the continuing operations of Owens & Minor, Inc. See Note 3 in the Notes to Condensed Consolidated Financial Statements for additional information regarding discontinued operations and assets held for sale.
Termination of Acquisition of Rotech
As previously disclosed, on July 22, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which we agreed to acquire Rotech subject to the terms and conditions within the Merger Agreement. On June 3, 2025, the Company, Rotech and Merger Sub mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement (the Termination Agreement). In accordance with the terms of the Termination Agreement, we incurred and made a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025.
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Notice of Contract Termination with a Commercial Payor
A commercial Payor, with which we have multiple separately managed contracts, recently notified us that it intends to terminate certain of our contracts with them. As a result of this notice of termination, we expect net neutral impacts to our financial results through the end of 2025, as the transitions of agreements and services are expected to start late in the fourth quarter of 2025. While such transitions of agreements and services are expected to continue throughout the first half of 2026, the specific timing of when these agreements will wind down is highly dependent on the Payor’s successor provider’s ability to successfully transition customers among other factors. The agreements expected to be terminated reflected approximately $160 million or 12% of our net revenue, and nearly all of our $121 million capitation revenue, for the six months ended June 30, 2025.
Results of Operations
Net revenue.
| | | | | | | | | | | | |
|
| Three Months Ended | | | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| $ |
| % |
| |||
Diabetes | | $ | 191,056 | | $ | 194,361 |
| $ | (3,305) | | (1.7) | % |
Sleep therapy | |
| 181,622 | |
| 170,237 |
| | 11,385 | | 6.7 | % |
Home respiratory therapy | | | 109,526 | | | 109,687 | | | (161) | | (0.1) | % |
Ostomy | | | 51,893 | | | 47,059 | | | 4,834 | | 10.3 | % |
Wound care | | | 46,822 | | | 47,156 | | | (334) | | (0.7) | % |
Urology | | | 28,696 | | | 25,645 | | | 3,051 | | 11.9 | % |
Other | | | 72,302 | | | 66,256 | | | 6,046 | | 9.1 | % |
Net revenue | | $ | 681,917 | | $ | 660,401 |
| $ | 21,516 | | 3.3 | % |
| | | | | | | | | | | | |
|
| Six Months Ended | | | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) | | 2025 |
| 2024 |
| $ |
| % |
| |||
Diabetes | | $ | 378,416 | | $ | 374,351 | | $ | 4,065 | | 1.1 | % |
Sleep therapy | |
| 363,481 | |
| 342,274 | | | 21,207 | | 6.2 | % |
Home respiratory therapy | | | 218,132 | | | 218,495 | | | (363) | | (0.2) | % |
Ostomy | | | 101,392 | | | 91,626 | | | 9,766 | | 10.7 | % |
Wound care | | | 93,468 | | | 90,393 | | | 3,075 | | 3.4 | % |
Urology | | | 56,839 | | | 50,634 | | | 6,205 | | 12.3 | % |
Other | | | 144,073 | | | 130,471 | | | 13,602 | | 10.4 | % |
Net revenue | | $ | 1,355,801 | | $ | 1,298,244 | | $ | 57,557 | | 4.4 | % |
The increase in net revenue for the three and six months ended June 30, 2025 was driven by sales growth in several product categories, including sleep therapy, ostomy and urology. The growth in these categories includes the benefits from certain successful sales activities. In addition, improved collection rates contributed to revenue growth. Diabetes revenue growth has been hindered by market shifts of diabetes business into the pharmacy channel. Furthermore, in order to not disrupt our customers critical needs during supplier disruptions, we modified our customer ordering quantities and our delivery frequency for diabetes supplies during the three months ended June 30, 2025. Absent this headwind, our revenue growth rate for the three months ended June 30, 2025 would have been approximately 4% as compared to the comparable prior period.
Cost of net revenue.
| | | | | | | | | | | | |
|
| Three Months Ended |
| | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| $ |
| % |
| |||
Cost of products sold | | $ | 319,517 | | $ | 305,496 | | $ | 14,021 | | 4.6 | % |
Patient service equipment depreciation | | | 31,883 | | | 31,621 | | | 262 | | 0.8 | % |
Other costs | | | 5,915 | | | 7,255 | | | (1,340) | | (18.5) | % |
Cost of net revenue | | $ | 357,315 | | $ | 344,372 | | $ | 12,943 | | 3.8 | % |
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| | | | | | | | | | | | |
|
| Six Months Ended | | | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) | | 2025 |
| 2024 |
| | $ |
| % |
| ||
Cost of products sold | | $ | 636,906 | | $ | 603,864 | | $ | 33,042 | | 5.5 | % |
Patient service equipment depreciation | | | 63,566 | | | 64,039 | | | (473) | | (0.7) | % |
Other costs | | | 11,485 | | | 14,720 | | | (3,235) | | (22.0) | % |
Cost of net revenue | | $ | 711,957 | | $ | 682,623 | | $ | 29,334 | | 4.3 | % |
The increase in cost of net revenue for the three and six months ended June 30, 2025 reflects the increased cost associated with net revenue growth of 3.3% and 4.4% primarily due to increased sales volume.
Operating expenses.
| | | | | | | | | | | | |
|
| Three Months Ended |
|
|
| |
|
| ||||
| | June 30, | | Change | | |||||||
(Dollars in thousands) | | 2025 |
| 2024 | | $ |
| % |
| |||
Selling, general and administrative expenses | | $ | 267,853 | | $ | 269,919 | | $ | (2,066) | | (0.8) | % |
As a % of net revenue |
| | 39.28 | % | | 40.87 | % |
|
| |
| |
Transaction breakage fee | | $ | 80,000 | | $ | — | | $ | 80,000 | | NM | % |
Acquisition-related charges and intangible amortization | | $ | 13,918 | | $ | 13,761 | | $ | 157 | | 1.1 | % |
Exit and realignment charges, net | | $ | 2,541 | | $ | 15,427 | | $ | (12,886) | | (83.5) | % |
NM - Not meaningful | | | | | | | | | | | | |
| | | | | | | | | | | | |
|
| Six Months Ended | | | |
| |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) | | 2025 |
| 2024 | | $ |
| % |
| |||
Selling, general and administrative expenses | | $ | 530,223 | | $ | 540,132 | | $ | (9,909) | | (1.8) | % |
As a % of net revenue | |
| 39.11 | % |
| 41.60 | % |
|
| |
| |
Transaction breakage fee | | $ | 80,000 | | $ | — | | $ | 80,000 | | NM | % |
Acquisition-related charges and intangible amortization | | $ | 37,374 | | $ | 28,050 | | $ | 9,324 | | 33.2 | % |
Exit and realignment charges, net | | $ | 16,166 | | $ | 23,547 | | $ | (7,381) | | (31.3) | % |
NM - Not meaningful | | | | | | | | | | | | |
The decrease in selling, general and administrative expenses (SG&A) expenses for the three and six months ended June 30, 2025 were primarily from operating efficiencies in our revenue cycle and information technology along with lower benefit costs, partially offset by inflationary increases and the cost to service the revenue growth of $22 million and $58 million, respectively.
Transaction breakage fee represents a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech acquisition.
Acquisition-related charges were $6.4 million and $22 million for the three and six months ended June 30, 2025 and $3.7 million for the three and six months ended June 30, 2024 consisted of costs for the terminated acquisition of Rotech, which related primarily to legal and professional fees. Intangible amortization was $7.6 million and $15 million for the three and six months ended June 30, 2025 and $10 million and $24 million for the three and six months ended June 30, 2024 relating to intangible assets acquired in the Apria and Byram acquisitions. The decrease was due to certain intangible assets that were fully amortized in 2024.
Exit and realignment charges, net were $2.5 million and $16 million for the three and six months ended June 30, 2025. These charges primarily included professional fees associated with strategic initiatives of $1.9 million and $8.1 million. For the six months ended June 30, 2025 exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5. Exit and realignment charges, net were $15 million and $24 million for the three and six months ended June 30, 2024. These charges primarily included professional fees associated with strategic initiatives of $12 million and $18 million.
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Non-operating expenses.
| | | | | | | | | | | | |
|
| Three Months Ended |
|
|
| |
|
| ||||
| | June 30, | | Change | | |||||||
(Dollars in thousands) | | 2025 |
| 2024 | | $ |
| % |
| |||
Interest expense, net | | $ | 26,009 | | $ | 25,588 | | $ | 421 | | 1.6 | % |
Effective interest rate | | | 7.04 | % | | 7.09 | % | | | | | |
Transaction financing fees, net | | $ | 18,288 | | $ | — | | $ | 18,288 | | NM | % |
Other expense, net | | $ | 942 | | $ | 816 | | $ | 126 | | 15.4 | % |
NM - Not meaningful |
| | | | | | | | | |
| |
| | | | | | | | | | | | |
| | Six Months Ended | | | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| $ |
| % |
| |||
Interest expense, net | | $ | 50,223 | | $ | 50,997 | | $ | (774) | | (1.5) | % |
Effective interest rate | | | 7.02 | % | | 7.15 | % | | | | | |
Transaction financing fees, net | | $ | 18,288 | | $ | — | | $ | 18,288 | | NM | % |
Other expense, net | | $ | 1,917 | | $ | 1,701 | | $ | 216 | | 12.7 | % |
NM - Not meaningful | |
| | | | | | | | | | |
Interest expense, net for the three months ended June 30, 2025 increased due a reduction in interest income of $2.4 million, partially offset by lower average outstanding borrowings of $61 million and a 5 basis point decline in our effective interest rate as compared to the three months ended June 30, 2024. Interest expense, net, for the six months ended June 30, 2025 decreased due to a decrease in the effective interest rate of 13 basis points and lower average outstanding borrowings of $113 million, partially offset by a decrease in interest income of $4.6 million as compared to the six months ended June 30, 2024. See Note 8 in the Notes to Condensed Consolidated Financial Statements.
Transaction financing fees, net for the three and six months ended June 30, 2025 consisted of debt financing fees associated with the terminated acquisition of Rotech, including $12 million of costs, net of income on the related cash held in escrow, on the financing issued in connection with previously expected Rotech acquisition and $6.7 million in recognition of related previously deferred debt issuance costs.
Other expense, net for the three and six months ended June 30, 2025 and 2024 includes interest cost and net actuarial losses related to our U.S. retirement plan.
Income taxes.
| | | | | | | | | | | | |
|
| Three Months Ended |
|
|
| |
|
| ||||
| | June 30, | | Change | | |||||||
(Dollars in thousands) | | 2025 |
| 2024 | | $ |
| % |
| |||
Income tax benefit | | $ | (1,127) | | $ | (2,740) | | $ | 1,613 | | 58.9 | % |
Effective tax rate |
| | 1.3 | % | | 28.9 | % |
|
| |
| |
| | | | | | | | | | | | |
| | Six Months Ended | | | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| $ |
| % |
| |||
Income tax benefit |
| $ | (2,715) |
| $ | (8,671) |
| $ | 5,956 |
| 68.7 | % |
Effective tax rate |
| | 3.0 | % | | 30.1 | % | | | | | |
The change in these rates were primarily from changes in results of operations, including the tax treatment associated with the $80 million transaction breakage fee for the three and six months ended June 30, 2025.
Adjusted EBITDA
We use Adjusted EBITDA, a financial measure that is not in accordance with U.S. generally accepted accounting principles, or GAAP, to analyze our financial results and as one of our incentive metrics. In general, non-GAAP measures exclude items and charges that (i) management does not believe reflect the Company’s core business
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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.
We believe Adjusted EBITDA is useful to investors as a supplemental metric to assist readers in assessing our financial performance and in comparing the Company’s performance to that of its competitors. However, this non-GAAP measure used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
Adjusted EBITDA disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and financial results calculated in accordance with GAAP and this reconciliation to those financial statements set forth below should be carefully evaluated.
The following tables present the reconciliations of loss from continuing operations, net of tax to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
| | | | | | |
| | Three Months Ended June 30, | ||||
|
| 2025 |
| 2024 | ||
Loss from continuing operations, net of tax, as reported (GAAP) | | $ | (83,822) | | $ | (6,742) |
Income tax benefit | |
| (1,127) | |
| (2,740) |
Interest expense, net | |
| 26,009 | |
| 25,588 |
Acquisition-related charges and intangible amortization (1) | | | 13,918 | | | 13,761 |
Transaction breakage fee (2) | | | 80,000 | | | — |
Exit and realignment charges, net (3) | | | 2,541 | | | 15,427 |
Transaction financing fees, net (4) | | | 18,288 | | | — |
Litigation and related charges (5) | | | 121 | | | 6,678 |
Other depreciation and amortization (7) | | | 35,422 | | | 34,764 |
Stock compensation (8) | | | 4,861 | | | 3,914 |
Other (6) | |
| 424 | |
| 430 |
Adjusted EBITDA (non-GAAP) | | $ | 96,635 | | $ | 91,080 |
| | | | | | |
| | Six Months Ended June 30, | ||||
| | 2025 | | 2024 | ||
Loss from continuing operations, net of tax, as reported (GAAP) | | $ | (87,632) | | $ | (20,135) |
Income tax benefit | |
| (2,715) | |
| (8,671) |
Interest expense, net | |
| 50,223 | |
| 50,997 |
Acquisition-related charges and intangible amortization (1) | | | 37,374 | | | 28,050 |
Transaction breakage fee (2) | | | 80,000 | | | — |
Exit and realignment charges, net (3) | | | 16,166 | | | 23,547 |
Transaction financing fees, net (4) | | | 18,288 | | | — |
Litigation and related charges (5) | | | 391 | | | 6,678 |
Other depreciation and amortization (7) | | | 70,758 | | | 71,230 |
Stock compensation (8) | | | 8,952 | | | 7,743 |
Other (6) | |
| 848 | |
| 861 |
Adjusted EBITDA (non-GAAP) | | $ | 192,653 | | $ | 160,300 |
The following items have been excluded in our non-GAAP financial measure:
(1) Acquisition-related charges and intangible amortization for the three and six months ended June 30, 2025 includes $6.4 million and $22 million of acquisition-related costs related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges and intangible amortization also includes amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges and intangible amortization for the three and six months ended June 30, 2024 includes $3.7
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million of acquisition-related costs related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges and intangible amortization also includes amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges consist primarily of one-time costs related to acquisitions, including transaction costs necessary to consummate acquisitions, which consist of investment banking advisory fees and legal fees, director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, IT integration costs and professional fees. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results.
(2) Transaction breakage fee represents a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech acquisition.
(3) During the three and six months ended June 30, 2025 exit and realignment charges, net were $2.5 million and $16 million and primarily included professional fees associated with strategic initiatives of $1.9 million and $8.1 million. During the six months ended June 30, 2025 exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5. Exit and realignment charges, net were $15 million and $24 million for the three and six months ended June 30, 2024. These charges primarily included professional fees associated with strategic initiatives of $12 million and $18 million and costs related to IT strategic initiatives such as converting certain divisions to common IT systems. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis.
(4) Transaction financing fees, net includes $12 million, net of income on the related cash held in escrow, on the financing issued in connection with previously expected Rotech acquisition and $6.7 million in recognition of related previously deferred debt issuance costs.
(5) Litigation and related charges includes settlement costs and related charges of legal matters. These costs do not occur in the ordinary course of our business, are non-recurring/infrequent and are inherently unpredictable in timing and amount.
(6) For the three and six months ended June 30, 2025 and 2024, other includes interest costs and net actuarial losses related to our frozen noncontributory, unfunded retirement plan for certain retirees in the United States (U.S.).
(7) Other depreciation and amortization relates to patient service equipment and other fixed assets, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization.
(8) Stock compensation includes share-based compensation expense related to our share-based compensation plans, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization.
Financial Condition, Liquidity and Capital Resources
Financial condition. We monitor operating working capital through days sales outstanding (DSO) and 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 Agreement, or a combination thereof of approximately $7.5 million.
The majority of our cash and cash equivalents are held in cash depository accounts with major banks in the United States. Changes in our working capital can vary in the normal course of business based upon the timing of inventory purchases, collections of accounts receivable and payments to suppliers.
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| | | | | | | | | | | | |
| | | | | | | | Change |
| |||
(Dollars in thousands) |
| June 30, 2025 |
| December 31, 2024 |
| $ |
| % |
| |||
Cash and cash equivalents | | $ | 38,258 | | $ | 27,572 | | $ | 10,686 | | 38.8 | % |
Accounts receivable | | $ | 196,379 | | $ | 218,270 | | $ | (21,891) | | (10.0) | % |
DSO (1) | | | 26.2 | | | 28.9 | | | | | | |
Inventories | | $ | 69,227 | | $ | 67,581 | | $ | 1,646 | | 2.4 | % |
Inventory days (2) | | | 17.6 | | | 17.2 | | | | | | |
Accounts payable |
| $ | 357,037 |
| $ | 359,927 |
| $ | (2,890) |
| (0.8) | % |
Liquidity and capital expenditures. The following table summarizes our condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024:
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
(Dollars in thousands) |
| 2025 |
| 2024 | ||
Net cash provided by (used for): |
| |
|
| |
|
Operating activities | | $ | 2,544 | | $ | 63,187 |
Investing activities | |
| (101,117) | |
| (37,040) |
Financing activities | |
| 124,477 | |
| (24,920) |
Effect of exchange rate changes | |
| 1,801 | |
| (682) |
Net increase in cash, cash equivalents and restricted cash | | $ | 27,705 | | $ | 545 |
Cash provided by operating activities in the first six months of 2025 reflected a net loss and favorable changes in working capital, an $80 million payment for the termination of the Rotech acquisition, $18 million in transaction financing fees, net for the Rotech financing, an increase in inventory primarily related to inventory purchases within the P&HS segment and a $130 million benefit from accounts receivables sold under the Receivables Sale Program, $104 million of which relates to accounts receivables sold of the P&HS segment. Cash provided by operating activities in the first six months of 2024 reflected a net loss and favorable changes in working capital.
Cash used for investing activities in the first six months of 2025 included capital expenditures of $134 million, primarily for patient service equipment and our strategic and operational efficiency initiatives associated with other fixed assets and capitalized software, offset by $35 million in proceeds from sale of patient service equipment and other fixed assets. Cash used for investing activities in the first six months of 2024 included capital expenditures of $95 million, primarily for patient service equipment, other fixed assets and capitalized software, offset by $67 million in proceeds from sales of patient service equipment and other fixed assets which included $34 million in gross proceeds related to the sale of our corporate headquarters.
Cash provided by financing activities in the first six months of 2025 included net borrowings of $135 million under our Revolving Credit Facility. Cash used for financing activities in the first six months of 2024 included repayments of term loans of $12 million. We had no borrowings under our Revolving Credit Facility for the first six months of 2024 and the activity under our amended Receivables Financing Agreement netted to no impact on our outstanding borrowings. Payments for taxes related to the vesting of restricted stock awards, which are included in Other, net, were $8.0 million for the first six months of 2024.
Refer to Note 3 to the Notes to the Consolidated Financial Statements for the operating and investing cash flow information for our discontinued operations and assets held for sale.
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Capital Resources. Our primary sources of liquidity include cash and cash equivalents, Receivables Sale Program, and our Revolving Credit Agreement.
On October 18, 2024, O&M Funding LLC and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, entered into a Receivables Purchase Agreement (the Receivables Sale Program) with persons from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. The Receivables Sale Program amends and restates in its entirety, the Receivables Financing Agreement. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets. The accounts receivable sold under the Receivables Sale Program were primarily accounts receivable of the P&HS segment. Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $496 million and $840 million during the three and six months ended June 30, 2025, approximately $397 million and $672 million of which were accounts receivable of the P&HS segment. We collected $495 million and $704 million of the sold accounts receivable for the three and six months ended June 30, 2025, approximately $396 million and $563 million of which were collections on accounts receivable of the P&HS segment. The losses on sales of accounts receivable were $3.1 million and $5.2 million for the three and six months ended June 30, 2025, $2.5 million and $4.1 million of which relate to losses recorded in other operating expense, net in the financial results from discontinued operations.
The Revolving Credit Agreement provides a revolving borrowing capacity of $450 million. We have $837 million in outstanding term loans under a term loan credit agreement (the Credit Agreement). The interest rate on our Revolving Credit Agreement is based on a spread over a benchmark rate (as described in the Revolving Credit Agreement). The Revolving Credit Agreement matures in March 2027. The interest rate on the Term Loan A is based on either the Term SOFR or the Base Rate plus an Applicable Rate which varies depending on the current Debt Ratings or Total Leverage Ratio, determined as to whichever shall result in more favorable pricing to the Borrowers (each as defined in the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate. The Term Loan A matures in March 2027 and the Term Loan B matures in March 2029.
At June 30, 2025 we had $135 million in outstanding borrowings on our Revolving Credit Agreement. At December 31, 2024 our Revolving Credit Agreement was undrawn. At June 30, 2025 and December 31, 2024 we had letters of credit, which reduce Revolver availability, totaling $29 million and $31 million, leaving $286 million and $419 million available for borrowing. We also had letters of credit and bank guarantees which support certain leased facilities as well as other normal business activities within our P&HS segment, which is classified as held-for-sale as of June 30, 2025, in the United States and Europe that were issued outside of the Revolving Credit Agreement for $3.5 million and $2.9 million as of June 30, 2025 and December 31, 2024.
The Revolving Credit Agreement, the Credit Agreement, the Receivables Sale Program, the 2029 Unsecured Notes, and the 2030 Unsecured Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements 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 June 30, 2025.
On April 4, 2025, we completed the sale of $1.0 billion aggregate principal amount of 10.000% Senior Secured Notes due 2030 (the New Notes) in a private offering (the Offering) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act. The Offering was conducted in connection with the financing of the Company’s proposed acquisition of Rotech. At the closing of the Offering, the gross proceeds were placed into a segregated escrow account where they were held for the benefit of the holders of the New Notes pending the consummation of the proposed acquisition of Rotech.
On June 3, 2025, the Company, Rotech and Merger Sub mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement (the Termination Agreement). On June 10, 2025 (the Redemption
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Date), the New Notes were redeemed in full at a price equal to 100% of the aggregate principal amount of the New Notes, plus accrued and unpaid interest up to, but excluding the Redemption Date.
We regularly evaluate market conditions, our liquidity profile and various financing alternatives to enhance our capital structure. We have from time to time, entered into, and from time to time in the future, 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.
On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million over the next 24 months. Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans. During the three and six months ended June 30, 2025, we repurchased in open-market transactions and retired approximately 0.7 million and 0.8 million shares of our common stock for an aggregate of $5.1 million and $6.6 million, or an average price per share of $7.87 and $8.04.
We believe cash generated by operating activities, available financing sources, and borrowings under the Revolving Credit Agreement, cash on hand, and planned proceeds from a sale of our P&HS segment, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic growth, payments under long-term debt and lease arrangements, debt repurchases, share repurchases and other cash requirements. Subsequent to the contemplated sale of our P&HS segment we do not expect the Receivables Sale Program to continue in its existing form. 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 U.S. associated with the P&HS segment, which is reported under discontinued operations and assets held for sale. Our cash and cash equivalents held by our foreign subsidiaries subject to repatriation totaled $16 million and $22 million at June 30, 2025 and December 31, 2024 and is reflected in discontinued operations and assets held for sale. As of June 30, 2025, we are permanently reinvested in our foreign subsidiaries.
Contractual Obligations
For disclosure of material contractual obligations, see our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 15 in the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on June 30, 2025.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 17 in the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on June 30, 2025.
Forward-looking Statements
Certain statements in this discussion constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including, but not limited to:
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| ● | our ability to successfully complete a transaction related to the contemplated sale of our Products & Healthcare Services segment; |
| ● | increasing competitive and pricing pressures in the marketplace; |
| ● | our ability to retain existing and attract new customers and our dependence on sales to certain customers; |
| ● | our dependence on certain vendors, suppliers and third-parties for key components, raw materials, finished goods, equipment and services; |
| ● | our ability to successfully identify, close, manage or integrate acquisitions; |
| ● | our ability to successfully implement our strategic initiatives; |
| ● | our ability to successfully manage our international operations, including risks associated with changes in international trade regulations, foreign currency volatility, adverse tax consequences, and other risks of operating in international markets; |
| ● | uncertainties related to the impacts of current and potential tariffs and other trade-related measures, restrictions and policies and any retaliatory counter measures, and our plans to mitigate those impacts; |
| ● | uncertainties related to, and our ability to adapt to and comply with, changes in government regulations, including healthcare, tax and product licensing laws and regulations; |
| ● | risks arising from possible violations of legal, regulatory or licensing requirements of the markets in which we operate; |
| ● | uncertainties related to general economic, regulatory and business conditions and our ability to adapt to changes in product pricing and other terms of purchase by suppliers of product; |
| ● | uncertainties related to reimbursement qualification for non-invasive ventilation products |
| ● | our ability to meet the terms to qualify for supplier funding programs; |
| ● | the ability of customers and suppliers to meet financial commitments due to us; |
| ● | changes in manufacturer preferences between direct sales and wholesale distribution; |
| ● | changing trends in customer profiles and ordering patterns; |
| ● | our ability to manage operating expenses and improve operational efficiencies; |
| ● | availability of, and our ability to access, special inventory buying opportunities; |
| ● | our ability to continue to obtain financing at reasonable rates and to manage financing costs and interest rate risk, and our ability to refinance, extend or repay our substantial indebtedness; |
| ● | our ability to attract and retain talented and qualified teammates; |
| ● | recalls of any of our products, or safety risks or the discovery of serious safety issues with our products; |
| ● | changes, delays and uncertainties in the reimbursement process; |
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| ● | our ability to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights as well as avoid infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties; |
| ● | our ability to engage in transactions that may be limited by the restrictive covenants in our credit facilities and existing notes; |
| ● | the risk that information systems are interrupted or damaged or fail for any extended period of time, that new information systems are not successfully implemented or integrated, or that there is a data security breach in our information systems or a third party’s information systems that impacts our business; |
| ● | risks related to public health crises or future outbreaks of health crises or other adverse public health developments such as the novel coronavirus (COVID-19) global pandemic; |
| ● | the risk of an impairment to goodwill or other long-lived assets; |
| ● | our ability to timely or adequately respond to technological advances; |
| ● | our failure to adequately insure against losses, including from substantial claims and litigation; |
| ● | our ability to meet performance targets specified by customer contracts under contractual commitments; |
| ● | our capitation arrangements may prove unprofitable if actual utilization rates exceed our assumptions; |
| ● | the outcome of outstanding and any future litigation, including product and professional liability claims; |
| ● | volatility in the price of our common stock and securities; and |
| ● | other factors detailed from time to time in the reports we file with the SEC, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 as amended and supplemented by the risk factors set forth in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 in “Item 1A. Risk Factors” and below in “Item 1A. Risk Factors”. |
We undertake no obligation to update or revise any forward-looking statements, except as required by applicable law.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Certain quantitative and qualitative market risk disclosures are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Through June 30, 2025, there have been no material changes in the quantitative and qualitative market risk disclosures described in such Annual Report.
Item 4. 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) and 15d-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 June 30, 2025. There was no change in our internal control over financial reporting that occurred during the period of this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
Certain legal proceedings pending against us are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Through June 30, 2025, there have been no material developments in any legal proceedings reported in such Annual Report, other than as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 1A. Risk Factors
Certain risk factors that we believe could affect our business and prospects are described in our Annual Report on Form 10-K for the year ended December 31, 2024 and supplemented by the risk factors set forth in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. Through June 30, 2025, there have been no material changes in the risk factors described in such Annual Report and Quarterly Report, with the exception of the following added or revised risk factors:
The recent notice of termination from a large commercial Payor could negatively impact our financial condition, results of operations, cash flows, capital resources and liquidity.
A commercial Payor, with which we have multiple separately managed contracts, recently notified us that it intends to terminate certain of our agreements with them. As a result of this notice of termination, we expect net neutral impacts to our financial results through the end of 2025, as the transitions of agreements and services are expected to start late in the fourth quarter of 2025. While the transitions of agreements and services are expected to continue throughout the first half of 2026, the specific timing of when these contracts will wind down is highly dependent on the Payor’s successor provider’s ability to successfully transition customers among other factors. The agreements expected to be terminated reflected approximately 12% of our net revenue for the six months ended June 30, 2025. If we are unable to win new business to substitute this loss, effectively execute cost reduction actions, or maintain volume-based supplier discounts, the loss of this contractual relationship could adversely affect our business, results of operations, and financial condition.
A recent determination from the Centers for Medicare and Medicaid Services (CMS) would reduce reimbursement qualification for non-invasive ventilation products, which could negatively impact our financial condition, results of operations, cash flows, capital resources and liquidity.
In June 2025, CMS released a final national coverage determination for non-invasive positive pressure ventilation (NIPPV) in the home for the treatment of chronic respiratory failure due to chronic obstructive pulmonary disease (COPD). This determination may make qualifying for NIPPV more difficult for new COPD patients seeking this treatment, as patients must meet a number of criteria before qualifying for coverage of an initial six-month period for respiratory assist devices and home mechanical ventilation. This CMS determination could adversely affect our business, results of operations, and financial condition.
Risks Related to a Sale of Our Products & Healthcare Services Segment
We plan to sell our P&HS segment, and there may be negative impacts on our business, financial results, and operations.
On February 28, 2025, we announced that we are actively engaged in discussions regarding the contemplated sale of our P&HS segment. We are in the final stages of our process for the divestiture. Unanticipated developments, including disruptions to our business due to macro-economic factors or otherwise, market conditions, the uncertainty of the financial markets, changes in the law, could delay or prevent a sale of the P&HS segment.
Following the contemplated sale of the P&HS segment, we will be a smaller, less diversified company with a single segment, Patient Direct. If we complete a sale of our P&HS segment, we may be more vulnerable to changing
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market conditions, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, the diversification of revenue, costs, and cash flows will diminish, such that our results of
operations, cash flows, working capital, effective tax rate, and financing requirements may be subject to increased volatility and our ability to fund capital expenditures and investments and service debt may be diminished. Even if we are able to consummate the contemplated sale of the P&HS segment, we may be unable to achieve the full strategic and financial benefits that we believe we may be able to achieve through a sale of our P&HS segment, or such benefits may be delayed or may never occur at all. For example, we believe a sale could provide the following benefits, among others:
| ● | directing capital toward the higher growth and higher margin Patient Direct segment; |
| ● | applying proceeds from any such sale to repay certain of our indebtedness; and |
| ● | deleveraging the business from any such sale to repay certain of our indebtedness. |
We may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the possibility that the sale process will be abandoned, or will otherwise not be completed, (ii) the proceeds that we receive for our P&HS segment are less than we expected, (iii) the possibility that we may not benefit as expected from the increased focus on our Patient Direct segment and simpler business model made possible by a sale, (iv) the risk of litigation, injunctions or other legal proceedings relating to a sale, (v) unforeseen costs and expenses that will be incurred in connection with the sale process and (vi) a sale will require significant amounts of management time and effort, which may divert management attention from operating and growing the Patient Direct segment. If we fail to achieve some or all of the benefits we expect to achieve as a result of a sale of our P&HS segment, or if such benefits are delayed, our business, results of operations, financial condition and cash flows could be materially and adversely affected.
We have already incurred expenses in connection with the exploration and negotiation of the contemplated sale of the P&HS segment and expect that the process of ultimately consummating any ultimate sale will be time-consuming and involve significant additional costs and expenses. Furthermore, we expect that the contemplated sale of P&HS segment will result in division costs, which may be greater than we anticipate and/or may be significant.
Furthermore, the sale process could cause disruptions and create uncertainty surrounding our business and affect our relationships with our customers, suppliers and teammates. Although we intend to take actions to reduce any adverse effects, these uncertainties could cause customers, suppliers and others that deal with us to seek to change existing business relationships. In addition, teammate retention could be negatively impacted. If key teammates depart because of concerns relating to the uncertainty, our business could be harmed. Investor perceptions about the announcement could have a negative impact on the trading prices of our common stock or debt. Additionally, until the market has fully analyzed our valuation following a sale of the P&HS segment, the price of our common stock may fluctuate. Furthermore, a sale is expected to decrease the diversification of our revenues, costs and cash flows, our operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility, and our ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities may be diminished.
In connection with the contemplated sale of the P&HS segment, we may be required to provide certain transitional services which may divert management’s attention and harm our business.
In connection with the contemplated sale of the P&HS segment, we will be required to provide certain services to a buyer for a transitional period. Any such transitional services arrangements may be in exchange for fees that do not fully compensate us for the cost of providing such transitional services and may also divert management’s attention and resources, any of which could harm our business.
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Certain contracts used in our business may need to be transferred or replaced in connection with the contemplated sale of the P&HS segment and failure to obtain such replacement contracts could increase our expenses or otherwise adversely affect our results of operations.
In connection with the contemplated sale of the P&HS segment, we may be required to replace certain shared contracts. It is possible that, in connection with the replacement process, some parties may seek more favorable contractual terms from us. If we are unable to obtain such replacement contracts, the loss of these contracts could increase our expenses or otherwise materially adversely affect our business, results of operations and financial condition.
The contemplated sale of certain assets associated with the P&HS segment could negatively impact our business, and retained liabilities from businesses or assets that we have sold could adversely affect our financial results.
The contemplated asset sales in connection with the P&HS segment pose risks and challenges that could negatively impact our business, including retained liabilities related to divested businesses and sold assets, obligations to indemnify buyers against contingent liabilities and potential disputes with buyers. If post-completion liabilities and obligations related to divestitures and asset sales are substantial and exceed our expectations, our financial position, results of operations and cash flows could be negatively impacted. Any divestiture or asset sale may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the loss of revenue and profits associated with the divestiture or sold asset, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations or financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million over the next 24 months. Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans.
| | | | | | | | | | |
(in thousands, except per share data) | | | | | | | | | | |
Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program (1) | | | Approximate Dollar Value of Shares That May Yet be Purchased Under the Program (2) |
February 26-February 28, 2025 | | — | | $ | — | | — | | $ | 100,000 |
March 1-March 31, 2025 | | 173 | | $ | 8.66 | | 173 | | $ | 98,500 |
April 1-April 30, 2025 | | 653 | | $ | 7.87 | | 653 | | $ | 93,360 |
May 1-May 31, 2025 | | — | | $ | — | | — | | $ | 93,360 |
June 1-June 30, 2025 | | — | | $ | — | | — | | $ | 93,360 |
Year-to-date | | 826 | | $ | 8.07 | | 826 | | | |
| (1) | On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million over the next 24 months. Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans. |
| (2) | During the three and six months ended June 30, 2025, we repurchased in open-market transactions and retired approximately 0.7 million and 0.8 million shares of our common stock for an aggregate of $5.1 million and $6.6 million, or an average price per share of $7.87 and $8.04. |
Item 5. Other Information.
During the three months ended June 30, 2025, none of our directors or officers informed us of the
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Item 6. Exhibits
| (a) | Exhibits |
| | |
10.1 | | Termination Agreement, dates as of June 3, 2025, by and among Owens & Minor, Inc., Rotech Healthcare Holdings Inc., and Hitchcock Merger Sub Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 5, 2025). |
| | |
31.1 |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2 |
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
32.1 |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
32.2 |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
101.INS |
| Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| | |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
| | |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF |
| Inline XBRL Taxonomy Definition Linkbase Document |
| | |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) |
| | |
| | *Management contract or compensatory plan or arrangement |
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SIGNATURES
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. |
| (Registrant) |
| |
Date: August 11, 2025 | /s/ Edward A. Pesicka |
| Edward A. Pesicka |
| President, Chief Executive Officer & Director |
| |
Date: August 11, 2025 | /s/ Jonathan A. Leon |
| Jonathan A. Leon |
| Executive Vice President & Chief Financial Officer |
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FAQ
What caused Owens & Minor (OMI)'s large net loss in Q2 2025?
How much revenue did continuing operations generate for Owens & Minor (OMI) in Q2 2025?
What is the status of the P&HS segment sale for OMI?
What material one-time charges did OMI record in the period?
What is Owens & Minor's debt position at June 30, 2025?
Did OMI report any liquidity or covenant concerns?
