What changed in this filing

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Item 1. Financial Statements

2021-11-03 compared with 2021-08-03 · 126 added, 98 removed, 452 unchanged (33% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share data) 2021 2020 2021 2020

4 unchanged sentences

Acquisition-related and exit and realignment charges 6,380 6,382 20,967 18,500

Other operating expense (income), net 464 ( 577 ) ( 2,141 ) ( 2,886 )

Other operating income, net ( 2,873 ) ( 134 ) ( 5,016 ) ( 3,020 )

Operating income 62,875 75,553 306,452 108,505

Interest expense, net 11,572 20,975 36,784 65,923

(Gain) loss on extinguishment of debt — ( 1,856 ) 40,433 2,271

Loss on extinguishment of debt — 308 40,433 2,580

Other expense (income), net 799 785 2,397 ( 1,193 )

Income (loss) from continuing operations before income taxes 84,316 5,143 176,334 ( 12,289 )

Income tax provision (benefit) 18,420 4,982 40,848 ( 3,541 )

Income (loss) from continuing operations, net of tax 65,896 161 135,486 ( 8,748 )

Income from continuing operations before income taxes 50,504 53,485 226,838 41,195

Income tax provision 6,375 7,404 47,224 3,863

Income from continuing operations, net of tax 44,129 46,081 179,614 37,332

Loss from discontinued operations, net of tax — — — ( 58,203 )

1 unchanged sentence

Basic income (loss) per common share:

Income (loss) from continuing operations $ 0.90 $ — $ 1.87 $ ( 0.14 )

Income from continuing operations $ 0.60 $ 0.76 $ 2.47 $ 0.61

Loss from discontinued operations — — — ( 0.95 )

1 unchanged sentence

Diluted income (loss) per common share:

Income (loss) from continuing operations $ 0.87 $ — $ 1.80 $ ( 0.14 )

Income from continuing operations $ 0.58 $ 0.76 $ 2.38 $ 0.61

Loss from discontinued operations — — — ( 0.95 )

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

(in thousands) 2021 2020 2021 2020

10 unchanged sentences

Consolidated Balance Sheets

June 30, December 31,

September 30, December 31,

(in thousands, except per share data) 2021 2020

38 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2021 2020

25 unchanged sentences

Proceeds from issuance of debt 574,900 150,000

Repayments under revolving credit facility ( 69,900 ) ( 47,900 )

Repayments under revolving credit facility, net ( 90,900 ) ( 107,900 )

Repayments of debt ( 553,140 ) ( 270,399 )

9 unchanged sentences

Supplemental disclosure of cash flow information:

Income taxes paid, net of refunds $ 68,030 $ 5,975

Income taxes paid (received), net of refunds $ 83,606 $ ( 1,892 )

Interest paid $ 32,035 $ 61,271

10 unchanged sentences

Balance, December 31, 2020 73,472 $ 146,944 $ 436,597 $ 167,022 $ ( 38,509 ) $ 712,054

Net loss ( 11,324 ) ( 11,324 )

Other comprehensive loss ( 39,405 ) ( 39,405 )

Net income 69,589 69,589

Other comprehensive income 7,903 7,903

Dividends declared ($ 0.0025 per share)

2 unchanged sentences

Balance, March 31, 2021 75,100 150,200 430,490 236,177 ( 30,606 ) 786,261

Net loss ( 55,627 ) ( 55,627 )

Other comprehensive income 30,527 30,527

Net income 65,896 65,896

Other comprehensive loss ( 2,412 ) ( 2,412 )

Dividends declared ($ 0.0025 per share)

2 unchanged sentences

Balance, June 30, 2021 75,395 150,791 428,360 301,886 ( 33,018 ) 848,019

Balance, December 31, 2020 73,472 $ 146,944 $ 436,597 $ 167,022 $ ( 38,509 ) $ 712,054

Net income 44,129 44,129

Other comprehensive income 7,903 7,903

Other comprehensive loss ( 11,619 ) ( 11,619 )

Dividends declared ($ 0.0025 per share)

1 unchanged sentence

Share-based compensation expense, exercises and other 34 67 6,592 6,659

Balance, March 31, 2021 75,100 150,200 430,490 236,177 ( 30,606 ) 786,261

Net income 65,896 65,896

Balance, September 30, 2021 75,429 $ 150,858 $ 434,952 $ 345,832 $ ( 44,637 ) $ 887,005

Balance, December 31, 2019 62,843 $ 125,686 $ 251,401 $ 137,774 $ ( 52,707 ) $ 462,154

Net loss ( 11,324 ) ( 11,324 )

Other comprehensive loss ( 39,405 ) ( 39,405 )

2 unchanged sentences

Share-based compensation expense, exercises and other 42 84 4,956 5,040

Balance, March 31, 2020 62,885 125,770 256,357 126,323 ( 92,112 ) 416,338

Net loss ( 55,627 ) ( 55,627 )

Other comprehensive income 30,527 30,527

Dividends declared ($ 0.0025 per share)

( 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

Net income 46,081 46,081

Other comprehensive income 7,021 7,021

Dividends declared ($ 0.0025 per share)

( 156 ) ( 156 )

Share-based compensation expense, exercises and other ( 21 ) ( 42 ) 3,269 3,227

Balance, September 30, 2020 63,716 $ 127,432 $ 262,002 $ 116,465 $ ( 54,564 ) $ 451,335

See accompanying notes to consolidated financial statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

(in thousands, unless otherwise indicated)

(in thousands, except per share data, unless otherwise indicated)

Note 1— Summary of Significant Accounting Policies

4 unchanged sentences

All significant intercompany accounts and transactions have been eliminated.

The Movianto business represented a component that met accounting requirements to be classified as discontinued operations for the three and six months ended June 30, 2020.

In accordance with GAAP, the results of operations of the Movianto business are presented as discontinued operations through June 18, 2020 (the Divestiture Date) and, as such, have been excluded from continuing operations for the three and six months ended June 30, 2020.

The Movianto business represented a component that met accounting requirements to be classified as discontinued operations for the nine months ended September 30, 2020.

With the exception of Note 3, the Notes to Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc.

12 unchanged sentences

Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash.

Restricted cash included in Other assets, net as of June 30, 2021 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) initiatives.

Restricted cash included in Other assets, net as of September 30, 2021 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) initiatives.

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.

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Cash and cash equivalents $ 39,759 $ 83,058

14 unchanged sentences

Movianto was previously reported in the Global Solutions segment.

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.

The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2020:

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020

The following table summarizes the financial results of our discontinued operations for the three and nine months ended September 30, 2020:

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020

Net revenue $ — $ 226,759

4 unchanged sentences

Acquisition-related and exit and realignment charges — 4,825

Other operating expenses (income), net 73 ( 388 )

Other operating income, net — ( 388 )

Operating loss — ( 54,585 )

1 unchanged sentence

Loss from discontinued operations before income taxes — ( 57,729 )

Income tax (benefit) provision from discontinued operations ( 615 ) 474

Income tax provision from discontinued operations — 474

Loss from discontinued operations, net of tax $ — $ ( 58,203 )

We suspended depreciation and amortization on assets that are held-for-sale, including right-of-use assets recorded in accordance with ASU No.

2016-02, for the three and six months ended June 30, 2020.

2016-02, for the nine months ended September 30, 2020.

No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date.

We have entered into transition services agreements with a subsidiary of the Buyer, pursuant to which we and a subsidiary of the Buyer will provide to each other various transitional services.

Certain transition service arrangement costs and reimbursements were recorded during the three and six months ended June 30, 2021 and were immaterial for the periods presented.

These arrangements were substantially completed as of June 30, 2021.

We had no assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheets at June 30, 2021 and December 31, 2020.

Certain transition service arrangement costs and reimbursements were recorded during the three and nine months ended September 30, 2021 and 2020 and were immaterial for the periods presented.

These arrangements were substantially completed as of September 30, 2021.

We had no assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheets at September 30, 2021 and December 31, 2020.

The following table provides operating and investing cash flow information for our discontinued operations:

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Operating Activities:

3 unchanged sentences

Note 4— Goodwill and Intangible Assets

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through June 30, 2021:

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through September 30, 2021:

Global Solutions Global Products Consolidated

1 unchanged sentence

Currency translation adjustments — ( 7,393 ) ( 7,393 )

Carrying amount of goodwill, June 30, 2021 $ 283,905 $ 105,959 $ 389,864

Intangible assets at June 30, 2021 and December 31, 2020 were as follows:

June 30, 2021 December 31, 2020

Carrying amount of goodwill, September 30, 2021 $ 283,905 $ 102,788 $ 386,693

Intangible assets at September 30, 2021 and December 31, 2020 were as follows:

September 30, 2021 December 31, 2020

Relationships Tradenames Other

5 unchanged sentences

Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years

At June 30, 2021, $ 55.1 million in net intangible assets were held in the Global Solutions segment and $ 166 million were held in the Global Products segment.

Amortization expense for intangible assets was $ 10.0 million and $ 10.6 million for the three months ended June 30, 2021 and 2020, and $ 20.1 million and $ 21.2 million for the six months ended June 30, 2021 and 2020.

At September 30, 2021, $ 51.1 million in net intangible assets were held in the Global Solutions segment and $ 159 million were held in the Global Products segment.

Amortization expense for intangible assets was $ 10.0 million and $ 10.2 million for the three months ended September 30, 2021 and 2020, and $ 30.1 million and $ 31.5 million for the nine months ended September 30, 2021 and 2020.

Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is approximately $ 10 million for the remainder of 2021, $ 39 million for 2022, $ 39 million for 2023, $ 34 million for 2024, $ 28 million for 2025 and $ 27 million for 2026.

1 unchanged sentence

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 and divestiture related costs.

Exit and realignment charges by segment for the three and six months ended June 30, 2021 and 2020 were as follows:

These charges also include costs associated with our strategic organizational realignment which include leadership reorganization costs, certain professional fees, and costs to streamline administrative functions and processes and divestiture related costs.

Exit and realignment charges by segment for the three and nine months ended September 30, 2021 and 2020 were as follows:

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2021 2020 2021 2020

2 unchanged sentences

Total exit and realignment charges $ 6,380 $ 5,591 $ 20,967 $ 9,619

The following table summarizes the activity related to exit and realignment cost accruals through June 30, 2021 and 2020:

The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2021 and 2020:

Accrued exit and realignment costs, December 31, 2020 $ 3,146

9 unchanged sentences

Accrued exit and realignment costs, June 30, 2021 2,560

Provision for exit and realignment activities:

Information system restructuring costs 1,506

Lease obligations 107

Cash payments ( 4,199 )

Accrued exit and realignment costs, September 30, 2021 $ 3,116

Accrued exit and realignment costs, December 31, 2019 $ 8,162

11 unchanged sentences

Accrued exit and realignment costs, June 30, 2020 4,320

In addition to the exit and realignment accruals in the preceding table, we also incurred $ 6.2 million and $ 10.0 million of costs that were expensed as incurred for the three and six months ended June 30, 2021, which primarily includes $ 4.9 million and $ 8.0 million related to an increase in reserves associated with certain retained assets of Fusion5 for the three and six months ended June 30, 2021.

There were no acquisition-related charges included within acquisition-related and exit and realignment charges presented in our consolidated statements of operations for the three and six months ended June 30, 2021.

Acquisition-related charges included within acquisition-related and exit and realignment charges presented in our consolidated statements of operations were $ 3.9 million and $ 8.1 million for the three and six months ended June 30, 2020 and consisted primarily of transition costs for the Halyard acquisition.

We may incur additional costs in 2021 related to certain retained assets of Fusion5.

Provision for exit and realignment activities:

Severance 1,950

Information system restructuring costs 77

Lease obligations 848

Cash payments ( 7,083 )

Accrued exit and realignment costs, September 30, 2020 $ 2,828

In addition to the exit and realignment accruals in the preceding table, we also incurred $ 1.6 million and $ 11.6 million of costs that were expensed as incurred for the three and nine months ended September 30, 2021, which primarily includes $ 1.5 million and $ 9.6 million of wind-down costs related to Fusion5 for the three and nine months ended September 30, 2021.

Acquisition-related charges within acquisition-related and exit and realignment charges presented in our consolidated statements of operations were $ 0.8 million and $ 8.9 million for the three and nine months ended September 30, 2020, which consisted primarily of transition costs for the Halyard acquisition.

We may incur additional charges in 2021 for wind-down costs related to Fusion5.

Debt consists of the following:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Amount Estimated

1 unchanged sentence

Amount Estimated

Term Loan A-2 $ — $ — $ 33,865 $ 34,390

Term Loan B — — 477,525 486,614

Receivables Securitization Program 196,683 200,000 152,929 155,100

4.375 % Senior Notes, due December 2024

245,011 261,329 244,780 253,241

Revolver 12,300 12,300 103,200 103,200

4.500 % Senior Notes, due March 2029

491,430 507,075 — —

Term Loan A-2 — — 33,865 34,390

Term Loan B — — 477,525 486,614

Revolver 33,300 33,300 103,200 103,200

Receivables Securitization Program 226,347 230,000 152,929 155,100

Finance leases and other 15,677 15,677 13,668 13,668

2 unchanged sentences

Long-term debt $ 959,485 $ 994,765 $ 986,018 $ 1,005,760

We have $ 246 million, excluding debt issuance costs and deferred fees, of 4.375 % senior notes due in 2024 (the 2024 Notes), with interest payable semi-annually.

We have $ 246 million, excluding deferred financing costs and third party fees, of 4.375 % senior notes due in 2024 (the 2024 Notes), with interest payable semi-annually.

The 2024 Notes were sold at 99.6 % of the principal amount with an effective yield of 4.422 %.

We have the option to redeem the 2024 Notes in part or in whole prior to maturity at a redemption price equal to the greater of 100 % of the principal amount or the present value of the remaining scheduled payments discounted at the applicable Benchmark Treasury Rate (as defined) plus 30 basis points.

In March 2021, we issued $ 500 million, excluding debt issuance costs and deferred fees, of 4.500 % senior unsecured notes due in 2029 (the 2029 Unsecured Notes), with interest payable semi-annually (the Notes Offering).

In March 2021, we issued $ 500 million, excluding deferred financing costs and third party fees, of 4.500 % senior unsecured notes due in 2029 (the 2029 Unsecured Notes), with interest payable semi-annually (the Notes Offering).

The 2029 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 4.500 %.

We used a portion of the net proceeds from the Notes Offering to repay our Term B Loan and borrowings under our revolving credit facility.

In connection with these repayments, we recorded $ 15.3 million in write-offs of deferred financing costs and third party fees within loss on extinguishment of debt for the six months ended June 30, 2021.

No write-offs of deferred financing costs and third party fees were recorded for the three months ended June 30, 2021.

In connection with these repayments, we recorded $ 15.3 million in write-offs of deferred financing costs and third party fees within loss on extinguishment of debt for the nine months ended September 30, 2021.

No write-offs of deferred financing costs and third party fees were recorded for the three months ended September 30, 2021.

We may redeem all or part of the 2029 Unsecured Notes prior to March 31, 2024, at a price equal to 100 % of the principal amount of the 2029 Unsecured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium, as described in the Indenture dated March 10, 2021 (the Indenture).

6 unchanged sentences

The Credit Agreement matures in March 2026.

At June 30, 2021 and December 31, 2020, we had borrowings of $ 33.3 million and $ 103 million and letters of credit of $ 11.4 million and $ 13.9 million outstanding under our revolving credit facilities.

At June 30, 2021 and December 31, 2020, we had $ 255 million and $ 283 million available for borrowing.

We also had letters of credit and bank guarantees outstanding for $ 2.2 million and $ 1.6 million as of June 30, 2021 and December 31, 2020, which supports certain leased facilities as well as other normal business activities in the United States and Europe.

At September 30, 2021 and December 31, 2020, we had borrowings of $ 12.3 million and $ 103 million and letters of credit of $ 9.4 million and $ 13.9 million outstanding under our revolving credit facilities.

At September 30, 2021 and December

31, 2020, we had $ 278 million and $ 283 million available for borrowing.

We also had letters of credit and bank guarantees outstanding for $ 2.2 million and $ 1.6 million as of September 30, 2021 and December 31, 2020, 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 outside of the revolving credit facility.

7 unchanged sentences

The terms of the Credit Agreement also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture.

We were in compliance with our debt covenants at June 30, 2021.

As of June 30, 2021, scheduled future principal payments of debt, excluding finance leases and other, were $ 476 million in 2024, $ 33.3 million in 2026, and $ 500 million in 2029.

Current maturities at June 30, 2021 include $ 1.1 million in current portion of finance leases.

We were in compliance with our debt covenants at September 30, 2021.

As of September 30, 2021, scheduled future principal payments of debt, excluding finance leases and other, were $ 446 million in 2024, $ 12.3 million in 2026, and $ 500 million in 2029.

Current maturities at September 30, 2021 include $ 1.6 million in current portion of finance leases.

Note 7— Retirement Plans

1 unchanged sentence

Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective teammates.

The components of net periodic benefit cost for the three and six months ended June 30, 2021 and 2020 were as follows:

The components of net periodic benefit cost for the three and nine months ended September 30, 2021 and 2020 were as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

14 unchanged sentences

We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items.

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of June 30, 2021:

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of September 30, 2021:

Derivative Assets Derivative Liabilities

1 unchanged sentence

Economic (non-designated) hedges

Foreign currency contracts $ 21,000 July 2021 Other current assets $ — Other current liabilities $ 116

Foreign currency contracts $ 14,400 October 2021 Other current assets $ 92 Other current liabilities $ —

In March 2021, we terminated the remaining $ 300 million in notional value of interest rate swaps concurrent with the debt financing transaction.

In September 2020, we terminated $ 150 million in notional value of interest rate swaps.

The remaining balance of the fair value adjustments of $ 25.1 million, which related to these terminated interest rate swaps, within Accumulated other comprehensive loss was reclassified to Loss on extinguishment of debt within our consolidated statements of operations for the six months ended June 30, 2021.

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2020:

5 unchanged sentences

Foreign currency contracts $ 30,300 January 2021 Other current assets $ 151 Other current liabilities $ —

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, 2021:

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, 2021:

Amount of Gain Recognized in Other Comprehensive Income (Loss) Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021

Interest rate swaps $ — $ 2,426 Loss on extinguishment of debt $ — $ ( 40,433 ) $ — $ ( 25,518 )

The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.

The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and six months ended June 30, 2020:

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:

Amount of Loss Recognized in Other Comprehensive Income (Loss) Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income

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

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.

For the three and six months ended June 30, 2021 we recognized losses of $ 0.6 million and $ 1.6 million associated with our economic (non-designated) foreign currency contracts.

For the three and six months ended June 30, 2020 we recognized a gain of $ 1.3 million and a loss of $ 1.4 million associated with our economic (non-designated) foreign currency contracts.

For the three and nine months ended September 30, 2021 we recognized losses of $ 0.9 million and $ 2.5 million associated with our economic (non-designated) foreign currency contracts.

For the three and nine months ended September 30, 2020 we recognized losses of $ 0.9 million and $ 2.3 million 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, net for our foreign exchange contracts.

Note 9— Income Taxes

The effective tax rate was 21.8 % and 23.2 % for the three and six months ended June 30, 2021, compared to 96.9 % and 28.8 % in the same periods of 2020.

The change in these rates resulted primarily 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 benefit associated with the vesting of restricted stock.

The liability for unrecognized tax benefits was $ 23.6 million at June 30, 2021 and $ 20.8 million at December 31, 2020.

Included in the liability at June 30, 2021 and December 31, 2020 were $ 2.7 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The effective tax rate was 12.6 % and 20.8 % for the three and nine months ended September 30, 2021, compared to 13.8 % and 9.4 % in the same periods of 2020.

The change in these rates resulted primarily from an income tax benefit recorded in the first quarter of 2020 associated with the Coronavirus Aid, Relief, and Economic Security (CARES) Act and in the third quarter of 2021 associated with the 2017 Tax Cuts and Jobs Act, the mixture of income and losses in jurisdictions in which we operate, and the incremental income tax benefit associated with the vesting of restricted stock.

The liability for unrecognized tax benefits was $ 23.0 million at September 30, 2021 and $ 20.8 million at December 31, 2020.

Included in the liability at September 30, 2021 and December 31, 2020 were $ 2.7 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

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.

8 unchanged sentences

Note 10— Net Income (Loss) per Common Share

The following summarizes the calculation of net income (loss) per common share attributable to common shareholders for the three and six months ended June 30, 2021 and 2020:

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, 2021 and 2020:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share data) 2021 2020 2021 2020

Income (loss) from continuing operations, net of tax $ 65,896 $ 161 $ 135,486 $ ( 8,748 )

Income from continuing operations, net of tax $ 44,129 $ 46,081 $ 179,614 $ 37,332

Loss from discontinued operations, net of tax — — — ( 58,203 )

4 unchanged sentences

Basic income (loss) per common share:

Income (loss) from continuing operations $ 0.90 $ — $ 1.87 $ ( 0.14 )

Income from continuing operations $ 0.60 $ 0.76 $ 2.47 $ 0.61

Loss from discontinued operations — — — ( 0.95 )

1 unchanged sentence

Diluted income (loss) per common share:

Income (loss) from continuing operations $ 0.87 $ — $ 1.80 $ ( 0.14 )

Income from continuing operations $ 0.58 $ 0.76 $ 2.38 $ 0.61

Loss from discontinued operations — — — ( 0.95 )

3 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.

As of June 30, 2021, no shares were issued and $ 50.0 million of common stock remained available under the at-the-market equity financing program.

As of September 30, 2021, no shares were issued and $ 50.0 million of common stock remained available under the at-the-market equity financing program.

Note 12— Accumulated Other Comprehensive Loss

The following table shows the changes in accumulated other comprehensive loss by component for the three and six months ended June 30, 2021 and 2020:

The following table shows the changes in accumulated other comprehensive loss by component for the three and nine months ended September 30, 2021 and 2020:

Retirement Plans Currency

Adjustments Derivatives Total

Accumulated other comprehensive loss, March 31, 2021 $ ( 18,326 ) $ ( 12,280 ) $ — $ ( 30,606 )

Accumulated other comprehensive loss, June 30, 2021 $ ( 18,290 ) $ ( 14,728 ) $ — $ ( 33,018 )

Other comprehensive loss before reclassifications — ( 12,014 ) — ( 12,014 )

5 unchanged sentences

Other comprehensive income (loss) 395 ( 12,014 ) — ( 11,619 )

Accumulated other comprehensive loss, June 30, 2021 $ ( 18,290 ) $ ( 14,728 ) $ — $ ( 33,018 )

Accumulated other comprehensive loss, September 30, 2021 $ ( 17,895 ) $ ( 26,742 ) $ — $ ( 44,637 )

Retirement Plans Currency Translation Adjustments Derivatives Total

Accumulated other comprehensive loss, March 31, 2020 $ ( 14,521 ) $ ( 53,479 ) $ ( 24,112 ) $ ( 92,112 )

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

Other comprehensive income (loss) 595 30,008 ( 76 ) 30,527

Accumulated other comprehensive loss, June 30, 2020 $ ( 13,926 ) $ ( 23,471 ) $ ( 24,188 ) $ ( 61,585 )

Other comprehensive income 167 5,173 1,681 7,021

Accumulated other comprehensive loss, September 30, 2020 $ ( 13,759 ) $ ( 18,298 ) $ ( 22,507 ) $ ( 54,564 )

Retirement Plans Currency

8 unchanged sentences

Other comprehensive income (loss) 552 ( 26,724 ) 20,044 ( 6,128 )

Accumulated other comprehensive loss, June 30, 2021 $ ( 18,290 ) $ ( 14,728 ) $ — $ ( 33,018 )

Accumulated other comprehensive loss, September 30, 2021 $ ( 17,895 ) $ ( 26,742 ) $ — $ ( 44,637 )

Retirement Plans Currency Translation Adjustments Derivatives Total

7 unchanged sentences

Other comprehensive income (loss) 932 7,003 ( 9,792 ) ( 1,857 )

Accumulated other comprehensive loss, June 30, 2020 $ ( 13,926 ) $ ( 23,471 ) $ ( 24,188 ) $ ( 61,585 )

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.

Accumulated other comprehensive loss, September 30, 2020 $ ( 13,759 ) $ ( 18,298 ) $ ( 22,507 ) $ ( 54,564 )

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 (income), net.

Note 13— Segment Information

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

23 unchanged sentences

Consolidated capital expenditures $ 13,944 $ 14,238 $ 32,625 $ 26,380

2021 December 31, 2020

September 30, 2021 December 31, 2020

Total assets:

5 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.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

25 unchanged sentences

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.

What changed 10-Q

Item 1. Financial Statements