0000075252-16-000175.txt : 20160509 0000075252-16-000175.hdr.sgml : 20160509 20160509065550 ACCESSION NUMBER: 0000075252-16-000175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160509 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160509 DATE AS OF CHANGE: 20160509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS & MINOR INC/VA/ CENTRAL INDEX KEY: 0000075252 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 541701843 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09810 FILM NUMBER: 161629841 BUSINESS ADDRESS: STREET 1: 9120 LOCKWOOD BLVD CITY: MECHANICSVILLE STATE: VA ZIP: 23116 BUSINESS PHONE: 8047237000 MAIL ADDRESS: STREET 1: 9120 LOCKWOOD BLVD CITY: MECHANICSVILLE STATE: VA ZIP: 23116 FORMER COMPANY: FORMER CONFORMED NAME: O&M HOLDING INC DATE OF NAME CHANGE: 19940504 FORMER COMPANY: FORMER CONFORMED NAME: OWENS & MINOR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OWENS MINOR & BODEKER INC DATE OF NAME CHANGE: 19811124 8-K 1 segmentrecast-may2016.htm 8-K 8-K


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
 FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2016
 
 
 
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
Virginia
 
1-9810
 
54-1701843
(State or other jurisdiction
of incorporation
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
9120 Lockwood Blvd., Mechanicsville, Virginia
 
23116
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (804) 723-7000
Not applicable
(former name or former address, if changed since last report.)
 
 
 

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 







Item  7.01.
Regulation FD Disclosure
Owens & Minor, Inc. (the “Company”) is filing this Current Report on Form 8-K to furnish certain unaudited reclassified summary segment financial information for the years ended December 31, 2015 and 2014 and for each of the quarters for the year ended December 31, 2015, to reflect the changes in the Company’s reporting segments that were effective during the first quarter of 2016. These changes were reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the Securities and Exchange Commission on May 4, 2016.
The Company previously announced that it would realign its business to improve operational effectiveness, further optimize the Company's cost structure and align with how the Company now manages and monitors performance of its operations. As a result, the Company has organized its business into three segments - Domestic, International and Clinical & Procedural Solutions ("CPS"). Effective during the first quarter of 2016, the Company reclassified its prior financial results into these segments. This change in segment reporting does not revise or restate the Company’s consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in shareholders' equity or consolidated statements of cash flows for any fiscal period.
The Company is furnishing the summary segment financial information attached hereto as Exhibit 99.1 pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
 
(c)Exhibits.
 
 
 
99.1
 
Unaudited reclassified summary segment financial information for Owens & Minor, Inc. and its subsidiaries for the fiscal years ended December 31, 2015 and 2014 and each of the quarters for the year ended December 31, 2015 (furnished pursuant to Item 7.01).








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OWENS & MINOR, INC.
 
 
 
 
Date: May 9, 2016
 
 
 
By:
 
/s/ Nicholas J. Pace
 
 
 
 
 
 
Name:
 
Nicholas J. Pace
 
 
 
 
 
 
Title:
 
Senior Vice President, General Counsel and Corporate Secretary





Exhibit Index
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Unaudited reclassified summary segment financial information for Owens & Minor, Inc. and its subsidiaries for the fiscal years ended December 31, 2015 and 2014 and each of the quarters for the year ended December 31, 2015 (furnished pursuant to Item 7.01).




 EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
Owens & Minor, Inc.
Summary Segment Information (unaudited)
The unaudited reclassified summary segment financial information below is provided to reflect the realignment of the Company's reporting segments effective during the first quarter of 2016. The Company did not operate under the realigned structure for any of these prior periods and has begun to report comparative results under the new structure effective with the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
Reportable segment data on a quarterly basis for the year ended December 31, 2015 and on an annual basis for the years ended December 31, 2015 and 2014 is presented in the table below:
 
 
Year ended December 31, 2015
 
 
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
Total
 
Year ended December 31, 2014
Net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Segment net revenue
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
2,249,705

 
$
2,279,725

 
$
2,321,301

 
$
2,326,124

 
$
9,176,855

 
$
8,910,733

International
 
95,511

 
92,856

 
92,777

 
91,493

 
372,638

 
481,402

CPS
 
129,645

 
135,714

 
143,866

 
152,587

 
561,812

 
294,358

Total segment net revenue
 
2,474,861

 
2,508,295

 
2,557,944

 
2,570,204

 
10,111,305

 
9,686,493

Inter-segment revenue
 
 
 
 
 
 
 
 
 
 
 
 
CPS
 
(83,665
)
 
(86,128
)
 
(86,275
)
 
(82,290
)
 
(338,359
)
 
(246,311
)
       Total inter-segment revenue
 
(83,665
)
 
(86,128
)
 
(86,275
)
 
(82,290
)
 
(338,359
)
 
(246,311
)
Consolidated net revenue
 
$
2,391,196

 
$
2,422,167

 
$
2,471,669

 
$
2,487,914

 
$
9,772,946

 
$
9,440,182

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating earnings (loss):
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
38,106

 
$
38,394

 
$
41,979

 
$
44,466

 
$
162,944

 
$
165,769

International
 
(337
)
 
1,181

 
1,649

 
706

 
3,198

 
(6,808
)
CPS
 
13,182

 
13,850

 
16,604

 
18,296

 
61,932

 
46,527

Inter-segment eliminations
 
(60
)
 
142

 
(526
)
 
(368
)
 
(811
)
 
(2,950
)
Acquisition-related and exit and realignment charges (1)
 
(9,916
)
 
(5,707
)
 
(6,134
)
 
(6,647
)
 
(28,404
)
 
(42,801
)
Fair value adjustments related to purchase accounting
 
—

 
—

 
—

 
—

 
—

 
3,706

Other (2)
 
—

 
—

 
—

 
1,500

 
1,500

 
(3,907
)
Consolidated operating earnings
 
$
40,975

 
$
47,860

 
$
53,572

 
$
57,953

 
$
200,359

 
$
159,536

 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
9,083

 
$
8,888

 
$
8,621

 
$
7,834

 
$
34,425

 
$
35,499

International
 
4,895

 
4,743

 
4,792

 
4,473

 
18,903

 
19,837

CPS
 
2,191

 
2,150

 
2,034

 
1,803

 
8,180

 
2,087

Consolidated depreciation and amortization
 
$
16,169

 
$
15,781

 
$
15,447

 
$
14,110

 
$
61,508

 
$
57,423

 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
8,009

 
$
3,349

 
$
2,041

 
$
3,911

 
$
17,310

 
$
52,059

International
 
2,915

 
7,875

 
7,235

 
133

 
18,158

 
18,279

CPS
 
642

 
35

 
96

 
375

 
1,148

 
470

Consolidated capital expenditures
 
$
11,566

 
$
11,259

 
$
9,372

 
$
4,419

 
$
36,616

 
$
70,808

 
 
 
 
 
 
 
 
 
 
 
 
 
(1)The years ended December 31, 2015 and 2014 include $4.5 million ($3.0 million in first quarter, $1.2 million in second quarter and $0.3 million in third quarter) and $6.0 million, respectively, of accelerated amortization related to an information system that was replaced in the International segment.
(2) Contract claim settlement in 2014 of which $1.5 million was recovered in the fourth quarter of 2015.