4 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
(in thousands, except per share data) 2022 2021
8 unchanged sentences
Loss on extinguishment of debt — 40,433
−Removed: Other expense (income), net 799 785 2,397 ( 1,193 )
−Removed: Income from continuing operations before income taxes 50,504 53,485 226,838 41,195
+Added: Other expense, net 783 569
+Added: Income before income taxes 48,257 92,018
Income tax provision 8,978 22,429
−Removed: Income from continuing operations, net of tax 44,129 46,081 179,614 37,332
−Removed: Loss from discontinued operations, net of tax — — — ( 58,203 )
−Removed: Net income (loss) $ 44,129 $ 46,081 $ 179,614 $ ( 20,871 )
−Removed: Basic income (loss) per common share:
−Removed: Income from continuing operations $ 0.60 $ 0.76 $ 2.47 $ 0.61
−Removed: Loss from discontinued operations — — — ( 0.95 )
−Removed: Net income (loss) $ 0.60 $ 0.76 $ 2.47 $ ( 0.34 )
−Removed: Diluted income (loss) per common share:
−Removed: Income from continuing operations $ 0.58 $ 0.76 $ 2.38 $ 0.61
−Removed: Loss from discontinued operations — — — ( 0.95 )
−Removed: Net income (loss) $ 0.58 $ 0.76 $ 2.38 $ ( 0.34 )
+Added: Net income $ 39,279 $ 69,589
+Added: Net income per common share:
+Added: Basic $ 0.53 $ 0.98
+Added: Diluted $ 0.52 $ 0.98
See accompanying notes to consolidated financial statements.
1 unchanged sentence
and Subsidiaries
−Removed: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Comprehensive Income
Three Months Ended
−Removed: September 30, Nine Months Ended September 30,
(in thousands) 2022 2021
−Removed: Net income (loss) $ 44,129 $ 46,081 $ 179,614 $ ( 20,871 )
−Removed: Other comprehensive income (loss), net of tax:
+Added: Net income $ 39,279 $ 69,589
+Added: Other comprehensive (loss) income, net of tax:
Currency translation adjustments ( 787 ) ( 12,262 )
1 unchanged sentence
Change in gains and losses on derivative instruments — 20,044
−Removed: Total other comprehensive income (loss), net of tax ( 11,619 ) 7,021 ( 6,128 ) ( 1,857 )
−Removed: Comprehensive income (loss) $ 32,510 $ 53,102 $ 173,486 $ ( 22,728 )
+Added: Total other comprehensive (loss) income, net of tax ( 598 ) 7,903
+Added: Comprehensive income $ 38,681 $ 77,492
See accompanying notes to consolidated financial statements.
2 unchanged sentences
Consolidated Balance Sheets
−Removed: September 30, December 31,
+Added: March 31, December 31,
(in thousands, except per share data) 2022 2021
38 unchanged sentences
Consolidated Statements of Cash Flows
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in thousands) 2022 2021
Operating activities:
−Removed: Net income (loss) $ 179,614 $ ( 20,871 )
−Removed: Adjustments to reconcile net income (loss) to cash provided by operating activities:
+Added: Net income $ 39,279 $ 69,589
+Added: Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 24,125 22,900
Share-based compensation expense 5,403 5,182
−Removed: Loss on divestiture — 65,472
Loss on extinguishment of debt
Provision for losses on accounts receivable 5,628 8,462
−Removed: Deferred income tax (benefit) expense ( 18,286 ) 25,017
+Added: Deferred income tax benefit ( 69 ) ( 5,865 )
Changes in operating lease right-of-use assets and lease liabilities ( 462 ) 448
7 unchanged sentences
Investing activities:
−Removed: Proceeds from divestiture — 133,000
+Added: Acquisition, net of cash acquired ( 1,576,278 ) —
Additions to property and equipment ( 9,609 ) ( 5,048 )
Additions to computer software ( 1,352 ) ( 1,575 )
−Removed: Proceeds from sale of property and equipment 41 178
−Removed: Proceeds from cash surrender value of life insurance policies — 6,032
−Removed: Cash (used for) provided by investing activities ( 32,584 ) 112,830
+Added: Other, net 3 4
+Added: Cash used for investing activities ( 1,587,236 ) ( 6,619 )
Financing activities:
Proceeds from issuance of debt 1,691,000 500,000
−Removed: Repayments under revolving credit facility, net ( 90,900 ) ( 107,900 )
+Added: Borrowings (repayments) under revolving credit facility, net and accounts receivable securitization program 41,700 ( 21,600 )
Repayments of debt — ( 523,140 )
3 unchanged sentences
Other, net ( 34,762 ) ( 8,339 )
−Removed: Cash used for financing activities ( 117,222 ) ( 244,955 )
−Removed: Effect of exchange rate changes on cash and cash equivalents ( 2,454 ) 6,721
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash ( 78,424 ) 142,792
+Added: Cash provided by (used for) financing activities 1,664,194 ( 80,394 )
+Added: Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 669 ) ( 2,139 )
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash 155,988 ( 63,729 )
Cash, cash equivalents and restricted cash at beginning of period 72,035 134,506
1 unchanged sentence
Supplemental disclosure of cash flow information:
−Removed: Income taxes paid (received), net of refunds $ 83,606 $ ( 1,892 )
+Added: Income taxes paid, net of refunds $ 4,478 $ 898
Interest paid $ 12,626 $ 10,255
11 unchanged sentences
Net income 39,279 39,279
−Removed: Other comprehensive income 7,903 7,903
−Removed: Dividends declared ($ 0.0025 per share)
−Removed: ( 434 ) ( 434 )
−Removed: Share-based compensation expense, exercises and other 1,628 3,256 ( 6,107 ) ( 2,851 )
−Removed: Balance, March 31, 2021 75,100 150,200 430,490 236,177 ( 30,606 ) 786,261
−Removed: Net income 65,896 65,896
Other comprehensive loss ( 598 ) ( 598 )
−Removed: Dividends declared ($ 0.0025 per share)
−Removed: ( 187 ) ( 187 )
Share-based compensation expense, exercises and other 653 1,307 ( 30,867 ) ( 29,560 )
−Removed: Balance, June 30, 2021 75,395 150,791 428,360 301,886 ( 33,018 ) 848,019
−Removed: Net income 44,129 44,129
−Removed: Other comprehensive loss ( 11,619 ) ( 11,619 )
−Removed: Dividends declared ($ 0.0025 per share)
−Removed: ( 183 ) ( 183 )
−Removed: Share-based compensation expense, exercises and other 34 67 6,592 6,659
−Removed: Balance, September 30, 2021 75,429 $ 150,858 $ 434,952 $ 345,832 $ ( 44,637 ) $ 887,005
−Removed: Balance, December 31, 2019 62,843 $ 125,686 $ 251,401 $ 137,774 $ ( 52,707 ) $ 462,154
−Removed: Net loss ( 11,324 ) ( 11,324 )
−Removed: Other comprehensive loss ( 39,405 ) ( 39,405 )
−Removed: Dividends declared ($ 0.0025 per share)
−Removed: ( 127 ) ( 127 )
−Removed: Share-based compensation expense, exercises and other 42 84 4,956 5,040
Balance, March 31, 2022 76,086 $ 152,172 $ 409,741 $ 426,898 $ ( 41,189 ) $ 947,622
−Removed: Net loss ( 55,627 ) ( 55,627 )
−Removed: Other comprehensive income 30,527 30,527
−Removed: Dividends declared ($ 0.0025 per share)
−Removed: ( 156 ) ( 156 )
−Removed: Share-based compensation expense, exercises and other 852 1,704 2,376 4,080
−Removed: Balance, June 30, 2020 63,737 127,474 258,733 70,540 ( 61,585 ) 395,162
+Added: Balance, December 31, 2020 73,472 $ 146,944 $ 436,597 $ 167,022 $ ( 38,509 ) $ 712,054
Net income 69,589 69,589
3 unchanged sentences
Share-based compensation expense, exercises and other 1,628 3,256 ( 6,107 ) ( 2,851 )
−Removed: Balance, September 30, 2020 63,716 $ 127,432 $ 262,002 $ 116,465 $ ( 54,564 ) $ 451,335
+Added: Balance, March 31, 2021 75,100 $ 150,200 $ 430,490 $ 236,177 $ ( 30,606 ) $ 786,261
See accompanying notes to consolidated financial statements.
6 unchanged sentences
The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc.
−Removed: and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S.
+Added: and the subsidiaries it controls (we, us, our or the Company) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S.
generally accepted accounting principles (GAAP).
All significant intercompany accounts and transactions have been eliminated.
−Removed: The Movianto business represented a component that met accounting requirements to be classified as discontinued operations for the nine months ended September 30, 2020.
−Removed: 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 nine months ended September 30, 2020.
−Removed: With the exception of Note 3, the Notes to Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc.
−Removed: and its subsidiaries.
−Removed: See Note 3 for additional information regarding discontinued operations.
The results of operations for interim periods are not necessarily indicative of the results expected for the full year.
+Added: To better reflect how we go to market as well as certain changes to the leadership team, organizational structure, budgeting and financial reporting processes which drive changes to segment reporting, we have organized our business into two distinct segments:
+Added: Products & Healthcare Services and Patient Direct.
+Added: Products & Healthcare Services provides distribution, outsourced logistics and value-added services, and manufactures and sources medical surgical products through our production and kitting operations.
+Added: Patient Direct expands our business along the continuum of care through delivery of disposable medical supplies sold directly to patients and home health agencies and is a leading provider of integrated home healthcare equipment and related services in the United States.
+Added: Beginning with the quarter ended March 31, 2022, we now report financial results using this two segment structure and have recast prior year segment results on the same basis.
+Added: On March 29, 2022, we completed the acquisition of 100 % of Apria, Inc.
+Added: pursuant to the Agreement and Plan of Merger dated January 7, 2022, in exchange for approximately $ 1.7 billion, net of cash acquired.
+Added: Refer to Note 3 for additional details.
Reclassifications
8 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 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.
+Added: Restricted cash included in Other assets, net as of March 31, 2022 and December 31, 2021 primarily 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 related to wind-down costs of Fusion5.
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: September 30, 2021 December 31, 2020
+Added: March 31, 2022 December 31, 2021
Cash and cash equivalents $ 211,298 $ 55,712
−Removed: Restricted cash included in Other current assets — 35,126
Restricted cash included in Other assets, net 16,725 16,323
Total cash, cash equivalents, and restricted cash $ 228,023 $ 72,035
+Added: Patient Equipment
+Added: Patient equipment, which is included within property and equipment, net, is stated at cost less depreciation and reserves for non-recoverable and obsolete patient equipment.
+Added: Patient equipment consists of medical equipment rented to patients on a month-to-month basis.
+Added: Patient equipment is generally placed for rent;
+Added: however, it could also be sold to customers.
+Added: Once the rented equipment is returned to us, the patient equipment is assessed and repaired as necessary.
+Added: Patient equipment is typically leased to subsequent patients if its condition is suitable.
Note 2— Fair Value
−Removed: The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments.
+Added: The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments.
The carrying amount of restricted cash also approximates fair value due to its nature.
1 unchanged sentence
See Note 6 for the fair value of debt.
−Removed: The fair value of 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 our derivative contracts are 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 8 for the fair value of derivatives.
−Removed: Note 3— Discontinued Operations
−Removed: On June 18, 2020, we completed the divestiture of our European logistics business, Movianto (the Divestiture), as well as certain support functions in our Dublin office, to Walden Group SAS (the Buyer) and EHDH (as Buyer’s guarantor) for cash consideration of $ 133 million.
−Removed: We concluded that the Movianto business met the criteria for discontinued operations through the Divestiture Date, as the intention to sell represented a strategic shift and the criteria for held-for-sale were met.
−Removed: 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 nine months ended September 30, 2020.
−Removed: The following table summarizes the financial results of our discontinued operations for the three and nine months ended September 30, 2020:
−Removed: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020
+Added: Note 3— Acquisition
+Added: On March 29, 2022 (the Acquisition Date), we completed the acquisition of 100 % of Apria, Inc.
+Added: (Apria) pursuant to the Agreement and Plan of Merger (Apria Acquisition) dated January 7, 2022, in exchange for approximately $ 1.7 billion, including $ 108 million owed to holders of Apria stock awards as of March 31, 2022 that was paid in April 2022, net of $ 144 million of cash acquired.
+Added: The purchase was funded with a combination of debt and cash on hand.
+Added: At the time of the Apria Acquisition, each share of Apria’s common stock was converted into the right to receive $ 37.50 in cash.
+Added: Apria is a leading provider of integrated home healthcare equipment and related services in the United States.
+Added: This business is reported as part of the Patient Direct segment.
+Added: The following table presents the preliminary estimated fair value of the assets acquired and liabilities assumed recognized as of the Acquisition Date.
+Added: The fair value and useful lives of tangible and intangible assets acquired have been estimated based on a review of publicly available data for transactions involving companies deemed comparable to the Company.
+Added: The allocation of purchase price to assets and liabilities acquired is not yet complete, as valuations of tangible and intangible assets and liabilities are still in process.
+Added: Preliminary Fair Value Currently Estimated as of Acquisition Date
+Added: Assets acquired:
+Added: Current assets $ 142,136
+Added: Goodwill 1,267,079
+Added: Intangible assets 295,466
+Added: Other non-current assets 371,320
+Added: Total assets 2,076,001
+Added: Liabilities assumed:
+Added: Current liabilities 241,266
+Added: Noncurrent liabilities 150,128
+Added: Total liabilities 391,394
+Added: Fair value of net assets acquired, net of cash $ 1,684,607
+Added: Current assets acquired includes $ 89.3 million in fair value of receivables, which reflects the approximate amount contractually owed.
+Added: We are amortizing the preliminary fair value of acquired intangible assets, primarily customer contracts, trade names and payor and capitated relationships, over their estimated weighted average useful lives of two to 15 years.
+Added: Goodwill of $ 1.3 billion, which we assigned to our Patient Direct segment, consists largely of expected opportunities to expand into new markets and further develop a presence in the home healthcare business.
+Added: No ne of the goodwill recognized is expected to be deductible for income tax purposes.
+Added: The following table provides pro forma results of net revenue and net (loss) income for the three months ended March 31, 2022 and 2021 as if Apria was acquired on January 1, 2021.
+Added: The pro forma results below are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future.
+Added: Three Months Ended March 31,
Net revenue $ 2,684,065 $ 2,601,808
−Removed: Cost of goods sold — 53,923
−Removed: Gross margin — 172,836
−Removed: Distribution, selling, and administrative expenses — 157,512
−Removed: Loss on divestiture — 65,472
−Removed: Acquisition-related and exit and realignment charges — 4,825
−Removed: Other operating income, net — ( 388 )
−Removed: Operating loss — ( 54,585 )
−Removed: Interest expense, net — 3,144
−Removed: Loss from discontinued operations before income taxes — ( 57,729 )
−Removed: Income tax provision from discontinued operations — 474
−Removed: Loss from discontinued operations, net of tax $ — $ ( 58,203 )
−Removed: 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 nine months ended September 30, 2020.
−Removed: No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date.
−Removed: 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 nine months ended September 30, 2021 and 2020 and were immaterial for the periods presented.
−Removed: These arrangements were substantially completed as of September 30, 2021.
−Removed: 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.
−Removed: The following table provides operating and investing cash flow information for our discontinued operations:
−Removed: Nine Months Ended September 30, 2020
−Removed: Operating Activities:
−Removed: Loss on divestiture $ 65,472
−Removed: Investing Activities:
−Removed: Capital expenditures 3,027
+Added: Net (loss) income $ ( 90,182 ) $ 74,133
+Added: Pro forma net loss of $ 90.2 million for the three months ended March 31, 2022 includes pro forma adjustments for interest expense of $ 20.8 million and amortization of intangible assets of $ 20.3 million.
+Added: The Pro forma net loss also includes $ 39.4 million in seller transaction expenses and stock compensation expense associated with $ 108 million owed to the holders of Apria stock awards in connection with the Apria Acquisition.
+Added: The amount of revenue and net income of Apria since the Acquisition Date included in the consolidated statement of operations for the three months ended March 31, 2022 have not been separately disclosed, as the effects were not material to our consolidated financial statements.
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 September 30, 2021:
−Removed: Global Solutions Global Products Consolidated
+Added: In connection with our new segment structure, which began in the first quarter of 2022, goodwill is now reported as part of Products & Healthcare Services or Patient Direct.
+Added: There was no change to our underlying reporting units as part of that segment change and therefore no reallocation of goodwill.
+Added: The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through March 31, 2022:
+Added: Products & Healthcare Services Patient Direct Consolidated
Carrying amount of goodwill, December 31, 2021 $ 106,280 $ 283,905 $ 390,185
+Added: Acquisition — 1,267,079 1,267,079
Currency translation adjustments ( 105 ) — ( 105 )
−Removed: Carrying amount of goodwill, September 30, 2021 $ 283,905 $ 102,788 $ 386,693
−Removed: Intangible assets at September 30, 2021 and December 31, 2020 were as follows:
−Removed: September 30, 2021 December 31, 2020
+Added: Carrying amount of goodwill, March 31, 2022 $ 106,175 $ 1,550,984 $ 1,657,159
+Added: Intangible assets subject to amortization at March 31, 2022 and December 31, 2021 were as follows:
+Added: March 31, 2022 December 31, 2021
Relationships Tradenames Other
5 unchanged sentences
Weighted average useful life 10 years 11 years 5 years 10 years 11 years 8 years
−Removed: 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.
−Removed: 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.
+Added: At March 31, 2022 and December 31, 2021, $ 158 million and $ 164 million in net intangible assets were held in the Products & Healthcare Services segment and $ 337 million and $ 45.7 million were held in the Patient Direct segment.
+Added: Amortization expense for intangible assets was $ 10.3 million and $ 10.0 million for the three months ended March 31, 2022 and 2021.
+Added: At March 31, 2022, other intangibles includes preliminary estimated fair values of payor relationships, customer list and other intangible assets acquired as part of the Apria Acquisition.
Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is approximately $ 96 million for the remainder of 2022, $ 126 million for 2023, $ 67 million for 2024, $ 42 million for 2025, $ 41 million for 2026 and $ 38 million for 2027.
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.
−Removed: 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.
−Removed: Exit and realignment charges by segment for the three and nine months ended September 30, 2021 and 2020 were as follows:
+Added: These charges also include costs associated with our strategic organizational
+Added: realignment which include leadership reorganization costs, certain professional fees, and costs to streamline administrative functions and processes and divestiture related costs.
+Added: Exit and realignment charges by segment for the three months ended March 31, 2022 and 2021 were as follows:
Three Months Ended
−Removed: September 30, Nine Months Ended September 30,
−Removed: 2021 2020 2021 2020
−Removed: Global Solutions segment $ 5,352 $ 2,714 $ 16,166 $ 6,255
−Removed: Global Products segment 1,028 2,877 4,801 3,364
+Added: Products & Healthcare Services $ 1,199 $ 5,963
+Added: Patient Direct 483 —
Total exit and realignment charges $ 1,682 $ 5,963
−Removed: The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2021 and 2020:
+Added: The following table summarizes the activity related to exit and realignment cost accruals through March 31, 2022 and 2021:
Accrued exit and realignment costs, December 31, 2021 $ 8,306
Provision for exit and realignment activities:
−Removed: Information system restructuring costs 1,029
−Removed: Lease obligations 347
+Added: Severance 811
Cash payments ( 6,903 )
Accrued exit and realignment costs, March 31, 2022 $ 3,085
−Removed: Provision for exit and realignment activities:
−Removed: Information system restructuring costs 1,611
−Removed: Lease obligations ( 126 )
−Removed: Cash payments ( 2,302 )
−Removed: Accrued exit and realignment costs, June 30, 2021 2,560
−Removed: Provision for exit and realignment activities:
−Removed: Information system restructuring costs 1,506
−Removed: Lease obligations 107
−Removed: Cash payments ( 4,199 )
−Removed: Accrued exit and realignment costs, September 30, 2021 $ 3,116
Accrued exit and realignment costs, December 31, 2020 $ 3,146
Provision for exit and realignment activities:
−Removed: Severance 1,391
Information system restructuring costs 1,029
2 unchanged sentences
Accrued exit and realignment costs, March 31, 2021 $ 2,388
−Removed: Provision for exit and realignment activities:
−Removed: Severance 809
−Removed: Information system restructuring costs 671
−Removed: Lease obligations 219
−Removed: Cash payments ( 2,072 )
−Removed: Accrued exit and realignment costs, June 30, 2020 4,320
−Removed: Provision for exit and realignment activities:
−Removed: Severance 1,950
−Removed: Information system restructuring costs 77
−Removed: Lease obligations 848
−Removed: Cash payments ( 7,083 )
−Removed: Accrued exit and realignment costs, September 30, 2020 $ 2,828
−Removed: 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.
−Removed: 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 nine months ended September 30, 2021.
−Removed: 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.
−Removed: We may incur additional charges in 2021 for wind-down costs related to Fusion5.
+Added: In addition to the exit and realignment accruals in the preceding table, we also incurred $ 3.8 million of costs that were expensed as incurred for the three months ended March 31, 2021, including $ 3.2 million related to an increase in reserves associated with certain retained assets of Fusion5, $ 0.5 million in impairment charges related to our client engagement center, and $ 0.1 million in other asset charges.
+Added: Acquisition-related charges within acquisition-related and exit and realignment charges presented in our consolidated statements of operations were $ 31.9 million for the three months ended March 31, 2022, which consisted primarily of costs related to the Apria acquisition.
+Added: 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 months ended March 31, 2021.
+Added: We expect material additional costs in 2022 for activities that were initiated through March 31, 2022.
Debt consists of the following:
−Removed: September 30, 2021 December 31, 2020
+Added: March 31, 2022 December 31, 2021
Amount Estimated
1 unchanged sentence
Amount Estimated
−Removed: Term Loan A-2 $ — $ — $ 33,865 $ 34,390
−Removed: Term Loan B — — 477,525 486,614
Receivables Securitization Program $ 226,169 $ 230,000 $ 197,026 $ 200,000
2 unchanged sentences
Revolver 11,700 11,700 — —
+Added: Term Loan A 489,848 500,000 — —
4.500 % Senior Notes, due March 2029
491,887 478,415 491,656 515,225
+Added: Term Loan B 579,080 589,878 — —
+Added: 6.625 % Senior Notes, due March 2030
+Added: 583,930 617,484 — —
Finance leases and other 15,615 15,615 15,809 15,809
7 unchanged sentences
The 2029 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 4.500 %.
−Removed: 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.
−Removed: 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.
−Removed: 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).
1 unchanged sentence
We may also redeem up to 40 % of the aggregate principal amount of the 2029 Unsecured Notes at any time prior to March 31, 2024, at a redemption price equal to 104.5 % with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
−Removed: On March 10, 2021, we terminated our then existing credit agreement and all obligations thereunder were repaid.
−Removed: On that same date, we entered into a new credit agreement with Bank of America, N.A.
−Removed: and a syndicate of lenders (the Credit Agreement) with a $ 300 million revolving credit facility.
−Removed: The interest rate on our revolving credit facility is based on a spread over a benchmark rate (as described in the Credit Agreement).
−Removed: The Credit Agreement matures in March 2026.
−Removed: 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.
−Removed: At September 30, 2021 and December
−Removed: 31, 2020, we had $ 278 million and $ 283 million available for borrowing.
−Removed: 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.
−Removed: These letters of credit and guarantees were issued outside of the revolving credit facility.
−Removed: We entered into a Security and Pledge Agreement (the Security Agreement), dated March 10, 2021, pursuant to which we granted collateral on behalf of the holders of the 2024 Notes, and the parties secured under the Credit Agreement (the Secured Parties) including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions.
−Removed: On March 10, 2021, we entered into an amendment to our accounts receivable securitization program (the Receivables Securitization Program).
−Removed: Pursuant to the amended Receivables Securitization Program, the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $ 450 million outstanding at any time.
−Removed: The interest rate under the Receivables Securitization Program is based on a spread over a benchmark rate (as described in the Third Amendment to the Receivables Financing Agreement).
−Removed: Under the Receivables Securitization Program, certain of our subsidiaries sell substantially all of their accounts receivable balances to our wholly owned special purpose entity, O&M Funding LLC.
−Removed: The Receivables Securitization Program matures in March 2024.
−Removed: The Credit Agreement, Receivables Securitization Program, 2024 Notes and 2029 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.
−Removed: 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.
−Removed: We were in compliance with our debt covenants at September 30, 2021.
−Removed: 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.
−Removed: Current maturities at September 30, 2021 include $ 1.6 million in current portion of finance leases.
+Added: On March 29, 2022, we completed the sale of $ 600 million in aggregate principal amount of our 6.625 % senior notes due 2030 (the 2030 Unsecured Notes), with interest payable semi-annually.
+Added: The 2030 Unsecured Notes were sold at 100 % of the principal amount with an effective yield of 6.625 %.
+Added: We may redeem all or part of the 2030 Unsecured Notes, prior to April 1, 2025, at a price equal to 100 % of the principal amount of the 2030 Unsecured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium, as described in the New Indenture.
+Added: From and after April 1, 2025, we may redeem all or part of the 2030 Unsecured Notes at the applicable redemption prices described in the New Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
+Added: We may also redeem up to 40 % of the aggregate principal amount of 2030 Unsecured Notes at any time prior to April 1, 2025, at a redemption price equal to 106.625 % with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
+Added: The 2029 Unsecured Notes and 2030 Unsecured Notes will be effectively subordinated to any of our secured indebtedness, including indebtedness under the credit agreements.
+Added: 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 two new credit facilities (i) a $ 500 million Term Loan A facility (the Term Loan A), and (ii) a $ 600 million Term Loan B facility (the Term Loan B).
+Added: 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
+Added: pricing to the Borrowers (each as defined in the Credit Agreement).
+Added: The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate.
+Added: The Term Loan A will mature in March 2027 and the Term Loan B will mature in March 2029.
+Added: 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).
+Added: The amendment will (i) increase the aggregate revolving credit commitments under the Revolving Credit Agreement by $ 150 million, to an aggregate amount of $ 450 million and (ii) replace the Eurocurrency Rate with the Adjusted Term SOFR Rate (each as defined in the Revolving Credit Agreement).
+Added: The Revolving Credit Agreement matures in March 2027.
+Added: At March 31, 2022, we had borrowings of $ 11.7 million and letters of credit of $ 28.0 million under our revolving credit facility.
+Added: At December 31, 2021, we had no borrowings and letters of credit of $ 9.4 million outstanding under our revolving credit facilities.
+Added: At March 31, 2022 and December 31, 2021, we had $ 410 million and $ 291 million available for borrowing.
+Added: We also had letters of credit and bank guarantees, which were issued outside of the Revolving Credit Facility for $ 2.1 million and $ 2.2 million as of March 31, 2022 and December 31, 2021, which supports certain leased facilities as well as other normal business activities in the United States and Europe.
+Added: We entered into a Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 and amended March 29, 2022, pursuant to which we granted collateral on behalf of the holders of the 2024 Notes, and the parties secured under the credit agreements (the Secured Parties) including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions.
+Added: On March 29, 2022, we entered into an amendment to our accounts receivable securitization program (the Receivables Financing Agreement).
+Added: Pursuant to the amended Receivables Financing Agreement, the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $ 450 million outstanding at any time.
+Added: The interest rate under the Receivables Financing Agreement is based on a spread over a benchmark SOFR rate (as described in the Fourth Amendment to the Receivables Financing Agreement).
+Added: Under the Receivables Financing Agreement, certain of our subsidiaries sell substantially all of their accounts receivable balances to our wholly owned special purpose entity, O&M Funding LLC.
+Added: The Receivables Financing Agreement matures in March 2025.
+Added: The Revolving Credit Agreement, Term Loan A, Term Loan B, Receivables Financing Agreement, 2024 Notes, 2029 Unsecured Notes, and 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.
+Added: The terms of the 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.
+Added: We were in compliance with our debt covenants at March 31, 2022.
+Added: As of March 31, 2022, scheduled future principal payments of debt, excluding finance leases and other, were $ 4.5 million in 2022, $ 15.4 million in 2023, $ 274 million in 2024, $ 270 million in 2025, $ 43.5 million due in 2026, $ 415 million in 2027, $ 6.0 million due in 2028, $ 1.1 billion in 2029, and $ 600 million in 2030.
+Added: Current maturities at March 31, 2022 include $ 6.0 million in principal payments on our Term Loan B and $ 2.2 million in current portion of finance leases.
Note 7— Retirement Plans
−Removed: We have a noncontributory, unfunded retirement plan for certain retirees in the United States.
+Added: We have a frozen noncontributory, unfunded retirement plan for certain retirees in the United States (U.S.
+Added: Retirement Plan).
+Added: As of March 31, 2022 and December 31, 2021, the accumulated benefit obligation of the U.S.
+Added: Retirement Plan was $ 49.6 million and $ 50.2 million.
Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective teammates.
−Removed: The components of net periodic benefit cost for the three and nine months ended September 30, 2021 and 2020 were as follows:
+Added: The components of net periodic benefit cost for the three months ended March 31, 2022 and 2021 were as follows:
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2021 2020 2021 2020
Service cost $ 633 $ 704
13 unchanged sentences
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 September 30, 2021:
+Added: In April 2022, in order to mitigate the risk of increases in benchmark rates, 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.
+Added: The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2022:
Derivative Assets Derivative Liabilities
1 unchanged sentence
Economic (non-designated) hedges
−Removed: Foreign currency contracts $ 14,400 October 2021 Other current assets $ 92 Other current liabilities $ —
+Added: Foreign currency contracts $ 20,000 April 2022 Other current assets $ 127 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.
−Removed: In September 2020, we terminated $ 150 million in notional value of interest rate swaps.
−Removed: 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 nine months ended September 30, 2021.
+Added: 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 three months ended March 31, 2021.
The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2021:
1 unchanged sentence
Notional Amount Maturity Date Classification Fair Value Classification Fair Value
−Removed: Cash flow hedges
−Removed: Interest rate swaps $ 300,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,872
Economic (non-designated) hedges
Foreign currency contracts $ 9,700 January 2022 Other current assets $ 81 Other current liabilities $ —
−Removed: 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:
−Removed: 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
−Removed: 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
+Added: The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three months ended March 31, 2021:
+Added: Amount of Gain Recognized in Other Comprehensive Income Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Expense Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income
Interest rate swaps $ 2,426 Loss on extinguishment of debt $ ( 40,433 ) $ ( 25,518 )
−Removed: The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.
−Removed: 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:
−Removed: 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
−Removed: 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
−Removed: Interest rate swaps $ ( 515 ) $ ( 19,913 ) Interest expense, net $ ( 20,975 ) $ ( 65,923 ) $ ( 3,028 ) $ ( 6,889 )
−Removed: The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.
−Removed: 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.
−Removed: 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.
+Added: The amount of ineffectiveness associated with these contracts was immaterial for the period presented.
+Added: For the three months ended March 31, 2022 and 2021, we recognized losses of $ 0.1 million and $ 1.0 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.
+Added: Note 9— Leases
+Added: The components of lease expense were as follows:
+Added: Three Months Ended
+Added: Classification 2022 2021
+Added: Operating lease cost DS&A Expenses $ 16,100 $ 14,086
+Added: Finance lease cost:
+Added: Amortization of lease assets DS&A Expenses 331 239
+Added: Interest on lease liabilities Interest expense, net 307 307
+Added: Total finance lease cost 638 546
+Added: Short-term lease cost DS&A Expenses 116 259
+Added: Variable lease cost DS&A Expenses 4,729 4,317
+Added: Total lease cost $ 21,583 $ 19,208
+Added: Variable lease cost consists primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities which are paid as incurred.
+Added: Supplemental balance sheet information is as follows:
+Added: Classification March 31,
+Added: 2022 December 31, 2021
+Added: Operating lease assets Operating lease assets $ 278,205 $ 194,006
+Added: Finance lease assets Property and equipment, net 8,728 8,896
+Added: Total lease assets $ 286,933 $ 202,902
+Added: Operating Other current liabilities $ 67,388 $ 41,817
+Added: Finance Other current liabilities 2,202 2,037
+Added: Operating Operating lease liabilities, excluding current portion 221,612 162,241
+Added: Finance Long-term debt, excluding current portion 11,116 11,314
+Added: Total lease liabilities $ 302,318 $ 217,409
+Added: The gross value recorded under finance leases was $ 20.7 million and $ 20.6 million with associated accumulated amortization of $ 12.0 million and $ 11.7 million as of March 31, 2022 and December 31, 2021.
+Added: Operating lease assets include $ 69.1 million in right-of-use assets and $ 70.3 million of operating lease liabilities acquired as a result of the Apria Acquisition, as of March 31, 2022.
+Added: Other information related to leases was as follows:
+Added: Three Months Ended March 31,
+Added: Supplemental cash flow information
+Added: Cash paid for amounts included in the measurement of lease liabilities:
+Added: Operating cash flows from operating and finance leases $ 15,965 $ 13,848
+Added: Financing cash flows from finance leases $ 397 $ 234
+Added: Right-of-use assets obtained in exchange for new operating and finance lease liabilities $ 27,300 $ 23,986
+Added: Weighted average remaining lease term (years)
+Added: Operating leases 4.6 5.4
+Added: Finance leases 6.2 7.7
+Added: Weighted average discount rate
+Added: Operating leases 7.0 % 8.8 %
+Added: Finance leases 10.7 % 12.2 %
+Added: Maturities of lease liabilities as of March 31, 2022 were as follows:
+Added: Operating Leases Finance Leases Total
+Added: 2022 $ 69,487 $ 2,094 $ 71,581
+Added: 2023 83,056 2,750 85,806
+Added: 2024 69,605 2,697 72,302
+Added: 2025 49,727 2,631 52,358
+Added: 2026 33,658 2,248 35,906
+Added: Thereafter 44,571 4,538 49,109
+Added: Total lease payments 350,104 16,958 367,062
+Added: Interest ( 61,104 ) ( 3,640 ) ( 64,744 )
+Added: Present value of lease liabilities $ 289,000 $ 13,318 $ 302,318
Note 10— Income Taxes
−Removed: 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.
−Removed: 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.
−Removed: The liability for unrecognized tax benefits was $ 23.0 million at September 30, 2021 and $ 20.8 million at December 31, 2020.
−Removed: 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.
−Removed: 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: The effective tax rate was 18.6 % for the three months ended March 31 2022, compared to 24.4 % in the same quarter of 2021.
+Added: The change in these rates resulted primarily from 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 recorded in the first quarter of 2022.
+Added: The liability for unrecognized tax benefits was $ 21.6 million at March 31, 2022 and $ 21.4 million at December 31, 2021.
+Added: Included in the liability at March 31, 2022 and December 31, 2021 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.
+Added: 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.
5 unchanged sentences
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.
−Removed: 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: Note 10— Net Income (Loss) per Common Share
−Removed: 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:
+Added: However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail on its assertions, the additional tax,
+Added: interest, and any potential penalties could have a material adverse impact on our financial position, results of operations or cash flows.
+Added: Note 11— Net Income per Common Share
+Added: The following summarizes the calculation of net income per common share attributable to common shareholders for the three months ended March 31, 2022 and 2021:
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
(in thousands, except per share data) 2022 2021
−Removed: Income from continuing operations, net of tax $ 44,129 $ 46,081 $ 179,614 $ 37,332
−Removed: Loss from discontinued operations, net of tax — — — ( 58,203 )
−Removed: Net income (loss) $ 44,129 $ 46,081 $ 179,614 $ ( 20,871 )
+Added: Net income $ 39,279 $ 69,589
Weighted average shares outstanding - basic 73,643 70,834
1 unchanged sentence
Weighted average shares outstanding - diluted 76,019 70,938
−Removed: Basic income (loss) per common share:
−Removed: Income from continuing operations $ 0.60 $ 0.76 $ 2.47 $ 0.61
−Removed: Loss from discontinued operations — — — ( 0.95 )
−Removed: Net income (loss) $ 0.60 $ 0.76 $ 2.47 $ ( 0.34 )
−Removed: Diluted income (loss) per common share:
−Removed: Income from continuing operations $ 0.58 $ 0.76 $ 2.38 $ 0.61
−Removed: Loss from discontinued operations — — — ( 0.95 )
−Removed: Net income (loss) $ 0.58 $ 0.76 $ 2.38 $ ( 0.34 )
+Added: Net income per common share:
+Added: Basic $ 0.53 $ 0.98
+Added: Diluted $ 0.52 $ 0.98
Note 12— Shareholders' Equity
1 unchanged sentence
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 September 30, 2021, no shares were issued and $ 50.0 million of common stock remained available under the at-the-market equity financing program.
+Added: As of March 31, 2022, no shares were issued and $ 50.0 million of common stock remained available under the at-the-market equity financing program.
Note 13— Accumulated Other Comprehensive Loss
−Removed: 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:
+Added: The following table shows the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2022 and 2021:
Retirement Plans Currency
Adjustments Derivatives Total
−Removed: Accumulated other comprehensive loss, June 30, 2021 $ ( 18,290 ) $ ( 14,728 ) $ — $ ( 33,018 )
+Added: Accumulated other comprehensive loss, December 31, 2021 $ ( 14,597 ) $ ( 25,994 ) $ — $ ( 40,591 )
Other comprehensive loss before reclassifications — ( 787 ) — ( 787 )
5 unchanged sentences
Other comprehensive income (loss) 189 ( 787 ) — ( 598 )
−Removed: Accumulated other comprehensive loss, September 30, 2021 $ ( 17,895 ) $ ( 26,742 ) $ — $ ( 44,637 )
+Added: Accumulated other comprehensive loss, March 31, 2022 $ ( 14,408 ) $ ( 26,781 ) $ — $ ( 41,189 )
Retirement Plans Currency Translation Adjustments Derivatives Total
−Removed: Accumulated other comprehensive loss, June 30, 2020 $ ( 13,926 ) $ ( 23,471 ) $ ( 24,188 ) $ ( 61,585 )
+Added: Accumulated other comprehensive loss, December 31, 2020 $ ( 18,447 ) $ ( 18 ) $ ( 20,044 ) $ ( 38,509 )
Other comprehensive income (loss) before reclassifications — ( 12,262 ) 2,426 ( 9,836 )
4 unchanged sentences
Amounts reclassified from accumulated other comprehensive loss, net of tax 121 — 18,229 18,350
−Removed: Other comprehensive income 167 5,173 1,681 7,021
−Removed: Accumulated other comprehensive loss, September 30, 2020 $ ( 13,759 ) $ ( 18,298 ) $ ( 22,507 ) $ ( 54,564 )
−Removed: Retirement Plans Currency
−Removed: Adjustments Derivatives Total
−Removed: Accumulated other comprehensive loss, December 31, 2020 $ ( 18,447 ) $ ( 18 ) $ ( 20,044 ) $ ( 38,509 )
−Removed: Other comprehensive (loss) income before reclassifications — ( 26,724 ) 2,426 ( 24,298 )
−Removed: Income tax — — ( 611 ) ( 611 )
−Removed: Other comprehensive (loss) income before reclassifications, net of tax — ( 26,724 ) 1,815 ( 24,909 )
−Removed: Amounts reclassified from accumulated other comprehensive loss 704 — 25,518 26,222
−Removed: Income tax ( 152 ) — ( 7,289 ) ( 7,441 )
−Removed: Amounts reclassified from accumulated other comprehensive loss, net of tax 552 — 18,229 18,781
Other comprehensive income (loss) 121 ( 12,262 ) 20,044 7,903
−Removed: Accumulated other comprehensive loss, September 30, 2021 $ ( 17,895 ) $ ( 26,742 ) $ — $ ( 44,637 )
−Removed: Retirement Plans Currency Translation Adjustments Derivatives Total
−Removed: Accumulated other comprehensive loss, December 31, 2019 $ ( 14,691 ) $ ( 25,301 ) $ ( 12,715 ) $ ( 52,707 )
−Removed: Other comprehensive loss before reclassifications — ( 8,577 ) ( 19,913 ) ( 28,490 )
−Removed: Income tax — — 5,113 5,113
−Removed: Other comprehensive loss before reclassifications, net of tax — ( 8,577 ) ( 14,800 ) ( 23,377 )
−Removed: Amounts reclassified from accumulated other comprehensive loss 1,067 15,580 6,889 23,536
−Removed: Income tax ( 135 ) — ( 1,881 ) ( 2,016 )
−Removed: Amounts reclassified from accumulated other comprehensive loss, net of tax 932 15,580 5,008 21,520
−Removed: Other comprehensive income (loss) 932 7,003 ( 9,792 ) ( 1,857 )
−Removed: Accumulated other comprehensive loss, September 30, 2020 $ ( 13,759 ) $ ( 18,298 ) $ ( 22,507 ) $ ( 54,564 )
−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 expense (income), net.
+Added: Accumulated other comprehensive loss, March 31, 2021 $ ( 18,326 ) $ ( 12,280 ) $ — $ ( 30,606 )
+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.
Note 14— Segment Information
1 unchanged sentence
We report our business under two segments:
−Removed: Global Solutions and Global Products.
−Removed: The Global Solutions segment includes our United States distribution businesses (Medical Distribution and Patient Direct), outsourced logistics and value-added services business.
−Removed: Global Products manufactures and sources medical surgical products through our production and kitting operations.
+Added: Products & Healthcare Services and Patient Direct.
+Added: The Products & Healthcare Services segment includes our United States distribution business (Medical Distribution), outsourced logistics and value-added services business, and Global Products which manufactures and sources medical surgical products through our production and kitting operations.
+Added: The Patient Direct segment includes our home healthcare businesses (Byram and Apria).
We evaluate the performance of our segments based on their operating income excluding intangible amortization and acquisition-related and exit and realignment charges that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis.
Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful.
−Removed: We believe all inter-segment sales are at prices that approximate market.
The following tables present financial information by segment:
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2021 2020 2021 2020
−Removed: Segment net revenue
−Removed: Global Solutions $ 2,022,919 $ 1,865,182 $ 5,850,007 $ 5,261,415
−Removed: Global Products 679,067 473,797 2,026,385 1,235,391
−Removed: Total segment net revenue 2,701,986 2,338,979 7,876,392 6,496,806
−Removed: Inter-segment revenue
−Removed: Global Products ( 199,811 ) ( 151,051 ) ( 558,223 ) ( 378,466 )
−Removed: Total inter-segment revenue ( 199,811 ) ( 151,051 ) ( 558,223 ) ( 378,466 )
+Added: Products & Healthcare Services $ 2,134,041 $ 2,109,445
+Added: Patient Direct 272,911 217,089
Consolidated net revenue $ 2,406,952 $ 2,326,534
Operating income:
−Removed: Global Solutions $ 20,366 $ 10,972 $ 47,729 $ 8,522
−Removed: Global Products 51,327 89,923 310,242 160,268
−Removed: Inter-segment eliminations 7,587 ( 8,718 ) ( 475 ) ( 10,322 )
+Added: Products & Healthcare Services $ 89,083 $ 150,418
+Added: Patient Direct 15,793 12,263
Intangible amortization ( 10,269 ) ( 10,026 )
2 unchanged sentences
Depreciation and amortization:
−Removed: Global Solutions $ 9,951 $ 9,572 $ 29,678 $ 31,273
−Removed: Global Products 12,691 11,118 38,464 38,221
+Added: Products & Healthcare Services $ 18,994 $ 19,160
+Added: Patient Direct 5,131 3,740
Consolidated depreciation and amortization $ 24,125 $ 22,900
Capital expenditures:
−Removed: Global Solutions $ 5,752 $ 3,582 $ 14,776 $ 7,545
−Removed: Global Products 8,192 10,656 17,849 15,808
−Removed: Discontinued operations — — — 3,027
+Added: Products & Healthcare Services $ 10,643 $ 6,464
+Added: Patient Direct 318 159
Consolidated capital expenditures $ 10,961 $ 6,623
−Removed: September 30, 2021 December 31, 2020
+Added: March 31, 2022 December 31, 2021
Total assets:
−Removed: Global Solutions $ 2,135,865 $ 2,117,372
−Removed: Global Products 1,408,495 1,135,209
+Added: Products & Healthcare Services $ 2,960,748 $ 3,012,303
+Added: Patient Direct 2,535,923 468,536
Segment assets 5,496,671 3,480,839
2 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 September 30, Nine Months Ended September 30,
−Removed: 2021 2020 2021 2020
+Added: Three Months Ended March 31,
United States $ 2,262,019 $ 2,182,755
2 unchanged sentences
Note 15— Recent Accounting Pronouncements
−Removed: In December 2019, the FASB issued ASU No.
−Removed: 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities.
−Removed: 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 adopted ASU No.
−Removed: 2019-12 effective beginning January 1, 2021.
−Removed: Its adoption did not have a material impact on our consolidated financial statements.
+Added: On June 16, 2016, the FASB issued ASU No.
+Added: 2016-13 Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments, which changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net earnings.
+Added: This standard will be effective for fiscal years
+Added: beginning after December 15, 2022, including interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: We are still evaluating the impact the adoption of ASU No.
+Added: 2016-13 will have on our consolidated financial statements and related disclosures;
+Added: however, we do not expect this to have a material impact.
+Added: Subsequent to the issuance of ASU No.
+Added: 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses and ASU No.
+Added: 2019-05, Financial Instruments - Credit Losses (Topic 326) Targeted Transition Relief.
+Added: These ASUs do not change the core principle of the guidance in ASU No.
+Added: Instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses standard.
+Added: These ASUs will have the same effective date and transition requirements as ASU No.
In March 2020, the FASB issued ASU No.
3 unchanged sentences
The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: Our current debt agreements contemplate a transition from LIBOR to another benchmark rate in the event that LIBOR ceases to exist.
−Removed: We do not expect the transition to have a material impact on our consolidated financial statements.
+Added: Our material debt agreements no longer reference LIBOR as a benchmark rate.
+Added: The transition did not have a material impact on our consolidated financial statements.
In October 2020, the FASB issued ASU No.
5 unchanged sentences
Its adoption did not have a material impact on our consolidated financial statements.
−Removed: 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, 2020.
+Added: In October 2021, the FASB issued ASU No.
+Added: 2021-08, Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.
+Added: ASU 2021-08 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC 606, Revenue from Contracts with Customers.
+Added: At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract.
+Added: Before the update such amounts were recognized by the acquiring company at fair value.
+Added: The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
+Added: Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued.
+Added: We adopted ASU 2021-08 prospectively, effective beginning January 1, 2022.
+Added: Its adoption did not have a material impact on our consolidated financial statements.
+Added: In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832):
+Added: Disclosures by Business
+Added: Entities about Government Assistance, which requires certain annual disclosures about transactions with a government that are
+Added: accounted for by applying a grant or contribution accounting model by analogy.
+Added: We adopted ASU No.
+Added: 2021-10 effective beginning January 1, 2022.
+Added: Its adoption did not have a material impact on our consolidated financial statements.
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.