3 unchanged sentences
Consolidated Statements of Operations
−Removed: Three Months Ended
−Removed: June 30, Six Months Ended
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share data) 2020 2019 2020 2019
7 unchanged sentences
Interest expense, net 20,975 24,050 65,923 75,557
−Removed: Other (income) expense, net ( 4,552 ) 731 294 3,464
+Added: Other expense, net 1,093 550 1,387 4,014
Income (loss) from continuing operations before income taxes 53,485 1,510 41,195 ( 20,959 )
2 unchanged sentences
Loss from discontinued operations, net of tax — ( 2,196 ) ( 58,203 ) ( 6,115 )
−Removed: Net loss $ ( 55,627 ) $ ( 10,476 ) $ ( 66,951 ) $ ( 24,572 )
+Added: Net income (loss) $ 46,081 $ 1,224 $ ( 20,871 ) $ ( 23,348 )
Income (loss) from continuing operations per common share:
2 unchanged sentences
basic and diluted — ( 0.04 ) ( 0.95 ) ( 0.11 )
−Removed: Net loss per common share:
+Added: Net income (loss) per common share:
basic and diluted $ 0.76 $ 0.02 $ ( 0.34 ) $ ( 0.39 )
See accompanying notes to consolidated financial statements.
−Removed: T able of Contents
Owens & Minor, Inc.
and Subsidiaries
−Removed: Consolidated Statements of Comprehensive Loss
−Removed: Three Months Ended June 30, Six Months Ended
+Added: Consolidated Statements of Comprehensive Income (Loss)
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2020 2019 2020 2019
−Removed: Net loss $ ( 55,627 ) $ ( 10,476 ) $ ( 66,951 ) $ ( 24,572 )
+Added: Net income (loss) $ 46,081 $ 1,224 $ ( 20,871 ) $ ( 23,348 )
Other comprehensive income (loss), net of tax:
Currency translation adjustments (net of income tax of $ 0 in 2020 and 2019)
+Added: 5,173 ( 9,038 ) 7,003 ( 5,793 )
Change in unrecognized net periodic pension costs (net of income tax of $ 47 and $ 135 in 2020, and $ 61 and $ 187 in 2019)
−Removed: Net unrealized loss on derivative instruments and other (net of income tax benefit of $238 and $4,064 in 2020, and $2,662 and $3,641 in 2019) ( 76 ) ( 5,262 ) ( 11,473 ) ( 7,675 )
+Added: 167 199 932 593
+Added: Net unrealized gain (loss) on derivative instruments (net of income tax of $ 831 and income tax benefit of $ 3,232 in 2020, and $ 1,225 and $ 4,866 in 2019)
+Added: 1,681 ( 1,789 ) ( 9,792 ) ( 9,464 )
Total other comprehensive income (loss), net of tax 7,021 ( 10,628 ) ( 1,857 ) ( 14,664 )
−Removed: Comprehensive loss $ ( 25,100 ) $ ( 8,089 ) $ ( 75,829 ) $ ( 28,608 )
+Added: Comprehensive income (loss) $ 53,102 $ ( 9,404 ) $ ( 22,728 ) $ ( 38,012 )
See accompanying notes to consolidated financial statements.
−Removed: T able of Contents
Owens & Minor, Inc.
1 unchanged sentence
Consolidated Balance Sheets
−Removed: June 30, December 31,
+Added: September 30, December 31,
(in thousands, except per share data) 2020 2019
2 unchanged sentences
Accounts receivable, net of allowances of $ 20,135 and $ 21,015
+Added: 688,884 674,706
Merchandise inventories 1,095,410 1,146,192
3 unchanged sentences
Property and equipment, net of accumulated depreciation of $ 273,403 and $ 245,718
+Added: 301,299 315,427
Operating lease assets 143,362 142,219
19 unchanged sentences
issued and outstanding - 63,716 shares and 62,843 shares
+Added: 127,432 125,686
Paid-in capital 262,002 251,401
4 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: T able of Contents
Owens & Minor, Inc.
1 unchanged sentence
Consolidated Statements of Cash Flows
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
(in thousands) 2020 2019
24 unchanged sentences
Proceeds from issuance of debt 150,000 —
−Removed: (Repayments) borrowings under revolving credit facility ( 47,900 ) 19,900
+Added: Repayments under revolving credit facility ( 107,900 ) ( 36,100 )
Repayments of debt ( 270,399 ) ( 40,700 )
4 unchanged sentences
Effect of exchange rate changes on cash and cash equivalents 6,721 ( 2,243 )
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash 111,766 ( 12,028 )
+Added: Net increase in cash, cash equivalents and restricted cash 142,792 9,636
Cash, cash equivalents and restricted cash at beginning of period 84,687 103,367
1 unchanged sentence
Supplemental disclosure of cash flow information:
−Removed: Income taxes paid (received), net of refunds $ 5,975 $ ( 13,929 )
+Added: Income taxes received, net of payments $ ( 1,892 ) $ ( 12,085 )
Interest paid $ 61,271 $ 76,470
See accompanying notes to consolidated financial statements.
−Removed: T able of Contents
Owens & Minor, Inc.
11 unchanged sentences
Dividends declared ($ 0.0025 per share)
+Added: ( 127 ) ( 127 )
Share-based compensation expense, exercises and other 42 84 4,956 5,040
3 unchanged sentences
Dividends declared ($ 0.0025 per share)
+Added: ( 156 ) ( 156 )
Share-based compensation expense, exercises and other 852 1,704 2,376 4,080
Balance, June 30, 2020 63,737 127,474 258,733 70,540 ( 61,585 ) 395,162
+Added: Net income 46,081 46,081
+Added: Other comprehensive income 7,021 7,021
+Added: Dividends declared ($ 0.0025 per share)
+Added: ( 156 ) ( 156 )
+Added: Share-based compensation expense, exercises and other ( 21 ) ( 42 ) 3,269 3,227
+Added: Balance, September 30, 2020 63,716 $ 127,432 $ 262,002 $ 116,465 $ ( 54,564 ) $ 451,335
Balance, December 31, 2018 62,294 $ 124,588 $ 238,773 $ 200,670 $ ( 45,612 ) $ 518,419
2 unchanged sentences
Dividends declared ($ 0.0025 per share)
+Added: ( 119 ) ( 119 )
Share-based compensation expense, exercises and other 642 1,284 2,774 4,058
3 unchanged sentences
Dividends declared ($ 0.0025 per share)
+Added: ( 114 ) ( 114 )
Share-based compensation expense, exercises and other 28 56 3,209 3,265
Balance, June 30, 2019 62,964 125,928 244,756 175,865 ( 49,648 ) 496,901
+Added: Net income 1,224 1,224
+Added: Other comprehensive loss ( 10,628 ) ( 10,628 )
+Added: Dividends declared ($ 0.0025 per share)
+Added: ( 175 ) ( 175 )
+Added: Share-based compensation expense, exercises and other ( 102 ) ( 204 ) 4,160 3,956
+Added: Balance, September 30, 2019 62,862 $ 125,724 $ 248,916 $ 176,914 $ ( 60,276 ) $ 491,278
See accompanying notes to consolidated financial statements.
−Removed: T able of Contents
Owens & Minor, Inc.
24 unchanged sentences
Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash.
−Removed: Restricted cash included in Other current assets represents $ 78.9 million held in a designated account as of June 30, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash proceeds from the sale of the Movianto business is to be used to repay the 2021 Notes or the Term Loans.
−Removed: Restricted cash included in Other assets, net as of June 30, 2020 represents $ 16.3 million held in an escrow account as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) Advanced Program.
+Added: Restricted cash included in other current assets represents cash held in a designated account as of September 30, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash held within this account is to be used to repay the 2021 Notes or the Term Loans.
+Added: Restricted cash included in Other assets, net as of September 30, 2020 represents cash held in an escrow account as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) Advanced Program.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows.
−Removed: June 30, 2020 December 31, 2019
+Added: September 30, 2020 December 31, 2019
Cash and cash equivalents $ 77,256 $ 67,030
8 unchanged sentences
See Note 6 for the fair value of debt.
−Removed: The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities.
+Added: The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved,
+Added: 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 8 for the fair value of derivatives.
−Removed: T able of Contents
Note 3— Discontinued Operations
2 unchanged sentences
Movianto was previously reported in the Global Solutions segment.
−Removed: Accordingly, the results of operations from the Movianto business are reported in the accompanying consolidated statements of operations as Loss from discontinued operations, net of tax for the three and six months ended June 30, 2020 and 2019, and the related assets and liabilities are classified as held-for-sale as of December 31, 2019 in the accompanying balance sheet.
+Added: Accordingly, the results of operations from the Movianto business are reported in the accompanying consolidated statements of operations as Loss from discontinued operations, net of tax for the three and nine months ended September 30, 2020 and 2019, and the related assets and liabilities are classified as held-for-sale as of December 31, 2019 in the accompanying balance sheet.
We are working with the Buyer on a final working capital adjustment that could result in a benefit in an amount up to $ 42 million.
−Removed: There is no benefit of any such adjustment reflected in our consolidated financial statements as of June 30, 2020.
−Removed: The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2020 and 2019:
−Removed: Three Months Ended June 30, Six Months Ended
+Added: There is no benefit of any such adjustment reflected in our consolidated financial statements as of September 30, 2020.
+Added: The following table summarizes the financial results of our discontinued operations for the three and nine months ended September 30, 2020 and 2019:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
5 unchanged sentences
Acquisition-related and exit and realignment charges — 383 4,825 774
−Removed: Other operating expense (income), net 73 ( 285 ) ( 388 ) ( 472 )
−Removed: Operating income (loss) ( 54,979 ) 976 ( 54,585 ) ( 203 )
+Added: Other operating income, net — ( 20 ) ( 388 ) ( 492 )
+Added: Operating loss — ( 62 ) ( 54,585 ) ( 265 )
Interest expense, net — 1,887 3,144 5,162
Loss from discontinued operations before income taxes — ( 1,949 ) ( 57,729 ) ( 5,427 )
−Removed: Income tax (benefit) provision from discontinued operations ( 615 ) 83 474 441
+Added: Income tax provision from discontinued operations — 247 474 688
Loss from discontinued operations, net of tax $ — $ ( 2,196 ) $ ( 58,203 ) $ ( 6,115 )
We suspended depreciation and amortization on assets that are held-for-sale, including right-of-use assets recorded in accordance with ASU No.
−Removed: 2016-02, for the three and six months ended June 30, 2020.
−Removed: All revenue and expense included in discontinued operations during the three and six months ended June 30, 2020 relates to activity through the Divestiture Date.
+Added: 2016-02, for the nine months ended September 30, 2020.
+Added: All revenue and expense included in discontinued operations during the nine months ended September 30, 2020 relates to activity through the Divestiture Date.
No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date.
We have entered into transition services agreements with a subsidiary of the Buyer, pursuant to which we and a subsidiary of the Buyer will provide to each other various transitional services.
−Removed: Certain transition service arrangement costs and reimbursements were recorded during the three and six months ended June 30, 2020.
−Removed: These amounts were immaterial for the period ended June 30, 2020.
−Removed: T able of Contents
+Added: Certain transition service arrangement costs and reimbursements were recorded during the three and nine months ended September 30, 2020.
+Added: These amounts were immaterial for the three and nine months ended September 30, 2020.
The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheet at December 31, 2019 were as follows:
22 unchanged sentences
The following table provides operating and investing cash flow information for our discontinued operations:
−Removed: June 30, 2020 June 30, 2019
+Added: September 30, 2020 September 30, 2019
Operating Activities:
4 unchanged sentences
Note 4— Goodwill and Intangible Assets
−Removed: The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through June 30, 2020:
+Added: The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through September 30, 2020:
Global Solutions Global Products Consolidated
1 unchanged sentence
Currency translation adjustments — ( 2,786 ) ( 2,786 )
−Removed: Carrying amount of goodwill, June 30, 2020 $ 283,905 $ 107,765 $ 391,670
−Removed: T able of Contents
−Removed: Intangible assets at June 30, 2020 and December 31, 2019 were as follows:
−Removed: June 30, 2020 December 31, 2019
+Added: Carrying amount of goodwill, September 30, 2020 $ 283,905 $ 106,490 $ 390,395
+Added: Intangible assets at September 30, 2020 and December 31, 2019 were as follows:
+Added: September 30, 2020 December 31, 2019
Relationships Tradenames Other
5 unchanged sentences
Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years
−Removed: At June 30, 2020, $ 71.4 million in net intangible assets were held in the Global Solutions segment and $ 191.1 million were held in the Global Products segment.
−Removed: Amortization expense for intangible assets was $ 10.6 million and $ 12.8 million for the three months ended June 30, 2020 and 2019, respectively, and $ 21.2 million and $ 22.8 million for the six months ended June 30, 2020 and 2019, respectively.
+Added: At September 30, 2020, $ 67.2 million in net intangible assets were held in the Global Solutions segment and $ 184.4 million were held in the Global Products segment.
+Added: Amortization expense for intangible assets was $ 10.2 million and $ 10.6 million for the three months ended September 30, 2020 and 2019, respectively, and $ 31.5 million and $ 33.4 million for the nine months ended September 30, 2020 and 2019, respectively.
Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $ 10.4 million for the remainder of 2020, $ 39.8 million for 2021, $ 38.9 million for 2022, $ 38.7 million for 2023, $ 33.9 million for 2024 and $ 28.2 million for 2025.
Note 5— Exit and Realignment Costs
−Removed: We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, and IT restructuring charges.
+Added: We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, our client engagement center and IT restructuring charges.
These charges also include costs associated with our strategic organizational realignment which include management changes, certain professional fees, and costs to streamline administrative functions and processes.
−Removed: Exit and realignment charges by segment for the three and six months ended June 30, 2020 and 2019 were as follows:
−Removed: Three Months Ended June 30, Six Months Ended
+Added: Exit and realignment charges by segment for the three and nine months ended September 30, 2020 and 2019 were as follows:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
2 unchanged sentences
Total exit and realignment charges $ 5,591 $ 980 $ 9,619 $ 3,401
−Removed: T able of Contents
−Removed: The following table summarizes the activity related to exit and realignment cost accruals through June 30, 2020 and 2019:
+Added: The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2020 and 2019:
Accrued exit and realignment costs, December 31, 2019 $ 8,162
9 unchanged sentences
Accrued exit and realignment costs, June 30, 2020 4,320
+Added: Provision for exit and realignment activities:
+Added: Severance 1,950
+Added: Information system restructuring costs 77
+Added: Cash payments ( 7,083 )
+Added: Accrued exit and realignment costs, September 30, 2020 $ 2,828
Accrued exit and realignment costs, December 31, 2018 $ 7,477
9 unchanged sentences
Accrued exit and realignment costs, June 30, 2019 5,391
−Removed: Acquisition-related and exit and realignment charges presented in our consolidated statements of operations includes acquisition-related charges of $ 3.9 million and $ 8.1 million for the three and six months ended June 30, 2020 and $ 3.7 million and $ 7.8 million for the three and six months ended June 30, 2019, respectively, and consisted primarily of transition costs for the Halyard acquisition.
+Added: Provision for exit and realignment activities:
+Added: Severance 305
+Added: Information system restructuring costs 664
+Added: Cash payments ( 2,586 )
+Added: Accrued exit and realignment costs, September 30, 2019 $ 3,785
+Added: Acquisition-related and exit and realignment charges presented in our consolidated statements of operations includes acquisition-related charges of $ 0.8 million and $ 8.9 million for the three and nine months ended September 30, 2020 and $ 3.5 million and $ 11.4 million for the three and nine months ended September 30, 2019, respectively, and consisted primarily of transition costs for the Halyard acquisition.
Debt consists of the following:
−Removed: T able of Contents
−Removed: June 30, 2020 December 31, 2019
+Added: September 30, 2020 December 31, 2019
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
3.875 % Senior Notes, due September 2021
+Added: $ 178,485 $ 180,307 $ 236,234 $ 229,356
4.375 % Senior Notes, due December 2024
+Added: 244,697 245,122 273,978 212,086
Term A Loans, due July 2022 196,489 199,619 377,420 383,050
14 unchanged sentences
The tender offers remained open through July 2, 2020, and an additional $ 0.1 million of the 2021 Notes were redeemed at the Base Consideration price of 95 % of par by the time the offers closed.
−Removed: Including the tender offer, we used $ 83.2 million of cash to repurchase $ 87.8 million aggregate principal amount of the 2021 Notes and 2024 Notes during the first six months of 2020.
+Added: Including the tender offer, we used $ 83.3 million of cash to repurchase $ 87.9 million aggregate principal amount of the 2021 Notes and 2024 Notes during the first nine months of 2020.
Consistent with the terms of the Fifth Amendment to the Credit Agreement, we used $ 54.1 million of the proceeds from the sale of Movianto to fund the repayment of the 2021 Notes, which were retired in the second quarter as part of the tender offer.
As required by the Fifth Amendment to the Credit Agreement, the remaining $ 78.9 million of proceeds from the sale of Movianto were placed in a designated account and will be used to repurchase a portion of the outstanding 2021 Notes within 210 days of the Divestiture Date or repay a portion of our Term Loans.
−Removed: As of June 30, 2020, we classified $ 78.9 million of 2021 Notes as current liabilities since we intend to use the remaining $ 78.9 million of proceeds from the sale of Movianto to repurchase a portion of our 2021 Notes within 210 days of the Divestiture Date.
We have a Credit Agreement (last amended February 13, 2020) with a $ 400 million revolving credit facility and $ 675 million in outstanding term loans.
The interest rate on our revolving credit facility and Term A Loans is based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage which varies depending on Consolidated Total Leverage Ratio (each as defined in the Credit Agreement).
−Removed: Our credit spread on the revolving credit facility and Term A Loans at June 30, 2020 was Eurocurrency Rate plus 4.25 %.
+Added: Our credit spread on the revolving credit facility and Term A Loans at September 30, 2020 was Eurocurrency Rate plus 4.25 %.
Our Term B Loan accrues interest based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage of 3.50 % per annum for Base Rate Loans and 4.50 % per annum for Eurocurrency Rate Loans (each as defined in the Credit Agreement).
−Removed: Our credit spread on the Term B Loan at June 30, 2020 was Eurocurrency Rate plus 4.50%.
+Added: Our credit spread on the Term B Loan at September 30, 2020 was Eurocurrency Rate plus 4.50 %.
We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the revolving credit facility.
2 unchanged sentences
Likewise, if the outstanding balance of the 2024 Notes has not been paid in full as of the date 91 days prior to the maturity date of the 2024 Notes, the Termination Date of the Term B Loan shall be the date that is 91 days prior to the maturity date of the 2024 Notes.
−Removed: At June 30, 2020 and December 31, 2019, we had borrowings of $ 130.0 million and $ 177.9 million, respectively, under the revolver and letters of credit of $ 13.9 million and $ 11.7 million, respectively, outstanding under the Credit Agreement.
−Removed: At June 30, 2020 and December 31, 2019, we had $ 256.1 million and $ 209.3 million, respectively, available for borrowing.
+Added: At September 30, 2020 and December 31, 2019, we had borrowings of $ 70.0 million and $ 177.9 million, respectively, under the revolver and letters of credit of $ 13.9 million and $ 11.7 million, respectively, outstanding under the Credit Agreement.
+Added: At September 30, 2020 and December 31, 2019, we had $ 316.1 million and $ 209.3 million, respectively, available for borrowing.
The December 31, 2019 availability reflected letters of credit associated with discontinued operations of $ 1.1 million.
−Removed: There were no letters of credit associated with discontinued operations as of June 30, 2020.
−Removed: We also had letters of credit and bank guarantees outstanding for $ 3.6 million, of which $ 2.0 million are in process of being transferred to the buyer of Movianto, and $ 1.5 million as of June 30, 2020 and December 31, 2019, respectively, which supports certain leased facilities
−Removed: T able of Contents
−Removed: as well as other normal business activities in the United States and Europe.
+Added: There were no letters of credit associated with discontinued operations as of September 30, 2020.
+Added: We also had letters of credit and bank guarantees outstanding for $ 2.4 million, of which $ 0.8 million are in process of being transferred to
+Added: the buyer of Movianto, and $ 1.6 million and $ 1.5 million as of September 30, 2020 and December 31, 2019, respectively, which supports certain leased facilities as well as other normal business activities in the United States and Europe.
These letters of credit and guarantees were issued independent of the Credit Agreement.
7 unchanged sentences
The Receivables Securitization Program matures on February 17, 2023.
+Added: Our Receivables Securitization Program has a “springing maturity date” with respect to the Term A Loans.
+Added: If the outstanding balance of the Term A loans have not been paid in full as of the date 91 days prior to the maturity date of the Term A Loans, then the Scheduled Termination Date (as defined in the Receivables Financing Agreement) of the Receivables Securitization Program shall be the date that is 91 days prior to the maturity date of the Term A Loans.
In February 2020, we drew $ 150 million from the Receivables Securitization Program to repay portions of the Term A Loans, consistent with the terms of the Fifth Amendment to the Credit Agreement.
The Fifth Amendment to the Credit Agreement requires that any additional draws on the Receivables Securitization Program are restricted for use to repay the 2021 Notes or Term A loans to the extent those instruments are outstanding.
−Removed: The Credit Agreement and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement.
+Added: The Credit Agreement, Receivables Securitization Program, and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement.
The terms of the Credit Agreement also require the company to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture.
−Removed: We were in compliance with our debt covenants at June 30, 2020.
−Removed: As of June 30, 2020, scheduled future principal payments of debt were $ 24.8 million in 2020, $ 228.6 million in 2021, $ 278.8 million in 2022, $ 155.0 million in 2023, $ 251.0 million in 2024, and $ 468.8 million thereafter.
+Added: We were in compliance with our debt covenants at September 30, 2020.
+Added: As of September 30, 2020, scheduled future principal payments of debt were $ 12.4 million in 2020, $ 228.5 million in 2021, $ 218.8 million in 2022, $ 155.0 million in 2023, $ 251.0 million in 2024, and $ 468.8 million thereafter.
+Added: Current maturities include scheduled principal payments within the next 12 months of $ 44.6 million and $ 5.0 million for our Term A and Term B Loans, respectively, $ 1.0 million in short-term finance leases, and $ 178.5 million related to our 2021 Notes.
Note 7— Retirement Plans
1 unchanged sentence
Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective employees.
−Removed: The components of net periodic benefit cost for the three and six months ended June 30, 2020 and 2019, respectively, were as follows:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The components of net periodic benefit cost for the three and nine months ended September 30, 2020 and 2019, respectively, were as follows:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
10 unchanged sentences
We pay interest under our Credit Agreement and Receivables Securitization Program, which fluctuate based on changes in our benchmark interest rates.
−Removed: In order to mitigate the risk of increases in benchmark rates, we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable
−Removed: T able of Contents
−Removed: amounts calculated by reference to the notional amount.
+Added: In order to mitigate the risk of increases in benchmark rates, we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount.
The interest rate swaps were designated as cash flow hedges.
2 unchanged sentences
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.
−Removed: Our derivatives are over-the-counter instruments with liquid markets.
All derivatives are carried at fair value in our consolidated balance sheets in other assets, net and other liabilities.
1 unchanged sentence
We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items.
−Removed: The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of June 30, 2020:
+Added: The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of September 30, 2020:
Derivative Assets Derivative Liabilities
3 unchanged sentences
Economic (non-designated) hedges
−Removed: Foreign currency contracts $ 22,600 July 2020 Other assets, net $ 13 Other liabilities $ —
+Added: Foreign currency contracts $ 28,900 October 2020 Other assets, net $ 149 Other liabilities $ —
+Added: We terminated $ 150 million in notional value of interest rate swaps on September 30, 2020.
+Added: The remaining balance of the fair value adjustments of $ 10.7 million, which related to these terminated interest rate swaps within accumulated other comprehensive loss, will be recognized in interest expense ratably over the remaining life of the Term B Loan.
The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2019:
3 unchanged sentences
Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,436
−Removed: The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and six months ended June 30, 2020:
−Removed: Amount of Gain/(Loss) Recognized in Other Comprehensive Loss Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
−Removed: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020
+Added: The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and nine months ended September 30, 2020:
+Added: Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
+Added: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020
Interest rate swaps $ ( 515 ) $ ( 19,913 ) Interest expense, net $ ( 20,975 ) $ ( 65,923 ) $ ( 3,028 ) $ ( 6,889 )
The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.
−Removed: T able of Contents
−Removed: The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and six months ended June 30, 2019:
+Added: The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and nine months ended September 30, 2019:
Amount of Gain/(Loss) Recognized in Other Comprehensive Loss Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
−Removed: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
+Added: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Interest rate swaps $ ( 3,356 ) $ ( 15,933 ) Interest expense, net $ ( 24,050 ) $ ( 75,557 ) $ ( 632 ) $ ( 1,314 )
1 unchanged sentence
The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.
−Removed: For the three months and six months ended June 30, 2020, we recognized a gain of $ 1.3 million and a loss of $ 1.4 million, respectively, associated with our economic (non-designated) foreign currency contracts.
−Removed: For the three and six months ended June 30, 2019, we recognized gains of $ 0.5 million and $ 1.0 million, respectively, associated with our economic (non-designated) foreign currency contracts.
+Added: For the three and nine months ended September 30, 2020, we recognized losses of $ 0.9 million and $ 2.3 million, respectively, associated with our economic (non-designated) foreign currency contracts.
+Added: For the three and nine months ended September 30, 2019, we recognized gains of $ 0.1 million and $ 1.1 million, respectively, associated with our economic (non-designated) foreign currency contracts.
We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating (income) expense, net for our foreign exchange contracts.
Note 9— Income Taxes
−Removed: The effective tax rate was 96.9 % and 28.8 % for the three and six months ended June 30, 2020, compared to 10.5 % and 8.1 % in the same periods of 2019.
−Removed: The change in these rates resulted from an income tax benefit recorded in the first quarter of 2020 associated with the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the mixture of income and losses in jurisdictions in which we operate, and the incremental income tax expense associated with the vesting of restricted stock.
−Removed: The liability for unrecognized tax benefits was $ 11.7 million at June 30, 2020 and $ 11.5 million at December 31, 2019.
−Removed: Included in the liability at June 30, 2020 and December 31, 2019 were $ 2.8 million and $ 3.1 million, respectively, of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
−Removed: The Internal Revenue Services (IRS) is conducting an audit of our 2015 and 2016 Consolidated Income Tax Returns.
−Removed: In connection with the audit, the IRS has asserted that our taxable income for 2015 and 2016 should be higher based on their assessment of the appropriate amount of taxable income that we should report in the United States in connection with our sourcing of products by our foreign subsidiaries for sale in the United States by our domestic subsidiaries.
+Added: The effective tax rate was 13.8 % and 9.4 % for the three and nine months ended September 30, 2020, compared to ( 126.5 )% and 17.8 % in the same periods of 2019.
+Added: The change in these rates resulted primarily from an income tax benefit recorded in the first and third quarters of 2020 associated with the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the mixture of income and losses in jurisdictions in which we operate, and the incremental income tax expense associated with the vesting of restricted stock.
+Added: In addition, the provision for income taxes reflects an increase in our reserve for uncertain tax positions for the three and nine months ended September 30, 2020 in connection with the IRS’ audit of our 2015 and 2016 consolidated income tax returns described in the subsequent paragraph.
+Added: The liability for unrecognized tax benefits was $ 22.5 million at September 30, 2020 and $ 11.5 million at December 31, 2019.
+Added: Included in the liability at September 30, 2020 and December 31, 2019 were $ 1.9 million and $ 3.1 million, respectively, of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
+Added: On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Services (IRS) regarding our 2015 and 2016 Consolidated Income Tax Returns.
+Added: Within the NOPA, the IRS has asserted that our taxable income for 2015 and 2016 should be higher based on their assessment of the appropriate amount of taxable income that we should report in the United States in connection with our sourcing of products by our foreign subsidiaries for sale in the United
+Added: States by our domestic subsidiaries.
Our amount of taxable income in the United States is based on our transfer pricing methodology, which has been consistently applied through the current date.
−Removed: At this point, we cannot estimate the likelihood of potential liability associated with this audit or the applicability of the IRS’ position for taxable years following 2016.
−Removed: However, we believe that the IRS' claims are without merit and plan to pursue all available administrative and judicial remedies necessary to resolve this matter.
+Added: We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including those available under the U.S.
+Added: - Ireland Income Tax Treaty to alleviate double taxation.
We regularly assess the likelihood of adverse outcomes resulting from examinations such as this to determine the adequacy of our tax reserves.
−Removed: We believe that the final adjudication of this matter will not have a material impact on our consolidated financial position, results of operations or cash flows and that we have adequate tax reserves for all tax matters.
+Added: We believe that we have adequately reserved for this matter and that the final adjudication of this matter will not have a material impact on our consolidated financial position, results of operations or cash flows.
However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail on its assertions, the additional tax, interest, and any potential penalties could have a material adverse impact on our financial position, results of operations or cash flows.
−Removed: T able of Contents
−Removed: Note 10— Net Loss per Common Share
−Removed: The following summarizes the calculation of net loss per common share attributable to common shareholders for the three and six months ended June 30, 2020 and 2019:
−Removed: Three Months Ended June 30, Six Months Ended
+Added: Note 10— Net Income (Loss) per Common Share
+Added: The following summarizes the calculation of net income (loss) per common share attributable to common shareholders for the three and nine months ended September 30, 2020 and 2019:
+Added: Three Months Ended September 30, Nine Months Ended
+Added: September 30,
(in thousands, except per share data) 2020 2019 2020 2019
−Removed: Weighted average shares outstanding - basic and diluted 61,128 59,805 60,819 60,403
+Added: Weighted average shares outstanding - basic 60,786 60,030 60,983 60,498
+Added: Dilutive shares 137 — — —
+Added: Weighted average shares outstanding - diluted 60,923 60,030 60,983 60,498
Income (loss) from continuing operations $ 46,081 $ 3,420 $ 37,332 $ ( 17,233 )
2 unchanged sentences
Basic and diluted per share $ — $ ( 0.04 ) $ ( 0.95 ) $ ( 0.11 )
−Removed: Net loss $ ( 55,627 ) $ ( 10,476 ) $ ( 66,951 ) $ ( 24,572 )
+Added: Net income (loss) $ 46,081 $ 1,224 $ ( 20,871 ) $ ( 23,348 )
Basic and diluted per share $ 0.76 $ 0.02 $ ( 0.34 ) $ ( 0.39 )
2 unchanged sentences
We intend to use the net proceeds from the sale of our securities offered by this program for the repayment of indebtedness and/or for general corporate and working capital purposes.
−Removed: As of June 30, 2020, no shares were issued and $ 50 million of common stock remained available under the at-the-market equity financing program.
−Removed: T able of Contents
+Added: As of September 30, 2020, no shares were issued and $ 50 million of common stock remained available under the at-the-market equity financing program.
+Added: On October 6, 2020, we completed a follow-on equity offering as further described in Note 15 - Subsequent Events .
Note 12— Accumulated Other Comprehensive Loss
−Removed: The following table shows the changes in accumulated other comprehensive loss by component for the three months ended June 30, 2020 and 2019:
+Added: The following table shows the changes in accumulated other comprehensive loss by component for the three and nine months ended September 30, 2020 and 2019:
Retirement Plans Currency
−Removed: Adjustments Derivatives and Other Total
−Removed: Accumulated other comprehensive loss, March 31, 2020 $ ( 14,521 ) $ ( 53,479 ) $ ( 24,112 ) $ ( 92,112 )
+Added: Adjustments Derivatives Total
+Added: Accumulated other comprehensive loss, June 30, 2020 $ ( 13,926 ) $ ( 23,471 ) $ ( 24,188 ) $ ( 61,585 )
Other comprehensive income (loss) before reclassifications — 5,173 ( 516 ) 4,657
4 unchanged sentences
Amounts reclassified from accumulated other comprehensive loss, net of tax 167 — 2,157 2,324
−Removed: Other comprehensive income (loss) 595 30,008 ( 76 ) 30,527
+Added: Other comprehensive income 167 5,173 1,681 7,021
+Added: Accumulated other comprehensive loss, September 30, 2020 $ ( 13,759 ) $ ( 18,298 ) $ ( 22,507 ) $ ( 54,564 )
+Added: Retirement Plans Currency Translation Adjustments Derivatives Total
Accumulated other comprehensive loss, June 30, 2019 $ ( 7,752 ) $ ( 29,306 ) $ ( 12,590 ) $ ( 49,648 )
−Removed: Retirement Plans Currency Translation Adjustments Derivatives and Other Total
−Removed: Accumulated other comprehensive loss, March 31, 2019 $ ( 7,949 ) $ ( 36,758 ) $ ( 7,328 ) $ ( 52,035 )
−Removed: Other comprehensive income (loss) before reclassifications — 7,452 ( 7,971 ) ( 519 )
+Added: Other comprehensive loss before reclassifications — ( 9,038 ) ( 3,384 ) ( 12,422 )
Income tax — — 1,314 1,314
−Removed: Other comprehensive income (loss) before reclassifications, net of tax — 7,452 ( 5,293 ) 2,159
+Added: Other comprehensive loss before reclassifications, net of tax — ( 9,038 ) ( 2,070 ) ( 11,108 )
Amounts reclassified from accumulated other comprehensive loss 260 — 370 630
2 unchanged sentences
Other comprehensive income (loss) 199 ( 9,038 ) ( 1,789 ) ( 10,628 )
−Removed: Accumulated other comprehensive loss, June 30, 2019 $ ( 7,752 ) $ ( 29,306 ) $ ( 12,590 ) $ ( 49,648 )
−Removed: Retirement Plans Currency Translation Adjustments Derivatives and Other Total
+Added: Accumulated other comprehensive loss, September 30, 2019 $ ( 7,553 ) $ ( 38,344 ) $ ( 14,379 ) $ ( 60,276 )
+Added: Retirement Plans Currency Translation Adjustments Derivatives Total
Accumulated other comprehensive loss, December 31, 2019 $ ( 14,691 ) $ ( 25,301 ) $ ( 12,715 ) $ ( 52,707 )
6 unchanged sentences
Other comprehensive income (loss) 932 7,003 ( 9,792 ) ( 1,857 )
−Removed: Accumulated other comprehensive loss, June 30, 2020 $ ( 13,926 ) $ ( 23,471 ) $ ( 24,188 ) $ ( 61,585 )
−Removed: T able of Contents
+Added: Accumulated other comprehensive loss, September 30, 2020 $ ( 13,759 ) $ ( 18,298 ) $ ( 22,507 ) $ ( 54,564 )
Retirement Plans Currency
−Removed: Adjustments Derivatives and Other Total
+Added: Adjustments Derivatives Total
Accumulated other comprehensive loss, December 31, 2018 $ ( 8,146 ) $ ( 32,551 ) $ ( 4,915 ) $ ( 45,612 )
−Removed: Other comprehensive income (loss) before reclassifications — 3,245 ( 11,941 ) ( 8,696 )
+Added: Other comprehensive loss before reclassifications — ( 5,793 ) ( 15,325 ) ( 21,118 )
Income tax — — 5,204 5,204
−Removed: Other comprehensive income (loss) before reclassifications, net of tax — 3,245 ( 8,110 ) ( 4,865 )
+Added: Other comprehensive loss before reclassifications, net of tax — ( 5,793 ) ( 10,121 ) ( 15,914 )
Amounts reclassified from accumulated other comprehensive loss 780 — 995 1,775
2 unchanged sentences
Other comprehensive income (loss) 593 ( 5,793 ) ( 9,464 ) ( 14,664 )
−Removed: Accumulated other comprehensive loss, June 30, 2019 $ ( 7,752 ) $ ( 29,306 ) $ ( 12,590 ) $ ( 49,648 )
−Removed: We include amounts reclassified out of accumulated other comprehensive loss related to defined benefit pension plans as a component of net periodic pension cost recorded in Other (income) expense, net.
−Removed: For the three and six months ended June 30, 2020, we reclassified $ 0.6 million and $ 0.8 million, respectively, of actuarial net losses.
−Removed: For the three and six months ended June 30, 2019, we reclassified $ 0.2 million and $ 0.4 million, respectively, of actuarial net losses.
−Removed: Amounts reclassified from accumulated other comprehensive loss include currency translation adjustments released as a result of the Divestiture.
+Added: Accumulated other comprehensive loss, September 30, 2019 $ ( 7,553 ) $ ( 38,344 ) $ ( 14,379 ) $ ( 60,276 )
+Added: We include amounts reclassified out of accumulated other comprehensive loss related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net.
+Added: For the three and nine months ended September 30, 2020, we reclassified $ 0.2 million and $ 1.1 million, which included $ 0.4 million as a result of the Divestiture, respectively, of actuarial net losses.
+Added: Amounts reclassified from accumulated other comprehensive loss for the nine months ended September 30, 2020 include currency translation adjustments released as a result of the Divestiture.
+Added: For the three and nine months ended September 30, 2019, we reclassified $ 0.3 million and $ 0.8 million, respectively, of actuarial net losses.
Note 13— Segment Information
7 unchanged sentences
We believe all inter-segment sales are at prices that approximate market.
−Removed: T able of Contents
The following tables present financial information by segment:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2020 2019 2020 2019
26 unchanged sentences
Retirement Plan as well as Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy.
−Removed: T able of Contents
−Removed: June 30, 2020 December 31, 2019
+Added: September 30, 2020 December 31, 2019
Total assets:
6 unchanged sentences
The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
12 unchanged sentences
In August 2018, the FASB issued ASU No.
+Added: 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20):
+Added: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.
+Added: ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans.
+Added: The amendments in ASU No.
+Added: 2018-14 are effective for fiscal years ending after December 15, 2020 and we do not expect this to have a material impact on our consolidated financial statements.
+Added: In August 2018, the FASB issued ASU No.
2018-15, Intangibles—Goodwill and Other (Topic 350):
8 unchanged sentences
Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.
−Removed: We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and disclosures.
+Added: We do not expect this to have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU No.
7 unchanged sentences
2016-01, Financial Instruments-Overall (Subtopic 825-10):
−Removed: Recognition and Measurement of Financial Assets and Financial Liabilities.
+Added: Recognition and Measurement of Financial Assets and
+Added: Financial Liabilities.
The effective date of this update for the amendments to ASU No.
5 unchanged sentences
2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU No.
−Removed: 2016-13, which will be effective for fiscal years beginning after December 15, 2022, including
−Removed: T able of Contents
−Removed: interim periods within those fiscal years.
+Added: 2016-13, which will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
We adopted ASU No.
7 unchanged sentences
The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: We are currently evaluating the impact this guidance may have on our consolidated financial statements and disclosures.
+Added: We do not expect this to have a material impact on our consolidated financial statements.
There have been no further changes in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: Note 15— Subsequent Events
+Added: On October 6, 2020, we completed a follow-on equity offering wherein we sold an aggregate of 8,475,000 shares of our common stock at an offering price of $ 20.50 , resulting in net proceeds to us of approximately $ 165 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions.
+Added: Pursuant to the underwriting agreement, we granted the underwriters an option to purchase up to an additional 1,271,250 shares of our common stock, which the underwriters exercised in full.
+Added: Inclusive of this exercised option, net proceeds to us were approximately $ 190 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions.
+Added: We used the proceeds from the follow-on equity offering to repay the remaining $ 109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $ 52 million of our Term Loan A-2 at par on October 15, 2020, and to repay $ 30 million of borrowings under the revolving credit facility.
+Added: On October 30, 2020, we issued a notice of redemption to redeem all of our outstanding 2021 Notes on November 30, 2020 (the “Redemption Date”).
+Added: The redemption price will include accrued and unpaid interest to, but not including, the Redemption Date, and a redemption premium, equal to the greater of (i) 100 % of the principal amount of the 2021 Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.