Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9810

Owens & Minor, Inc.

(Exact name of Registrant as specified in its charter)

	Virginia		54-1701843
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	10900 Nuckols Road, Suite 400 Glen Allen, Virginia		23060
	(Address of principal executive offices)		(Zip Code)

	Post Office Box 27626, Richmond, Virginia		23261-7626
	(Mailing address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (804) 723-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $2 par value per share		OMI		New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Owens & Minor, Inc.’s common stock outstanding as of April 30, 2025 was 76,614,139 shares.

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Owens & Minor, Inc. and Subsidiaries

Index


Part I. Financial Information		Page

Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations—Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Loss—Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Balance Sheets—March 31, 2025 and December 31, 2024	5
	Condensed Consolidated Statements of Cash Flows— Three Months Ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Changes in Equity— Three Months Ended March 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

Part II. Other Information

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
	Signatures	35

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Part I. Financial Information

Item 1. Financial Statements

Owens & Minor, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)


	Three Months Ended
	March 31,
(in thousands, except per share data)	2025		2024
Net revenue	$	2,632,048	$	2,612,680
Cost of goods sold		2,106,035		2,077,151
Gross profit		526,013		535,529
Distribution, selling and administrative expenses		462,352		477,613
Acquisition-related charges and intangible amortization		29,674		20,313
Exit and realignment charges, net		31,226		27,356
Other operating expense, net		2,637		551
Operating income		124		9,696
Interest expense, net		33,959		35,655
Other expense, net		1,239		1,153
Loss before income taxes		(35,074)		(27,112)
Income tax benefit		(10,092)		(5,226)
Net loss	$	(24,982)	$	(21,886)

Net loss per common share
Basic	$	(0.32)	$	(0.29)
Diluted	$	(0.32)	$	(0.29)

See accompanying notes to condensed consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)


	Three Months Ended
	March 31,
(in thousands)	2025		2024
Net loss	$	(24,982)	$	(21,886)
Other comprehensive income (loss) net of tax:
Currency translation adjustments		5,957		(13,266)
Change in unrecognized net periodic pension costs		795		235
Change in gains and losses on derivative instruments		(1,619)		1,412
Total other comprehensive income (loss), net of tax		5,133		(11,619)
Comprehensive loss	$	(19,849)	$	(33,505)

See accompanying notes to condensed consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)


	March 31,		December 31,
(in thousands, except per share data)	2025		2024
Assets
Current assets
Cash and cash equivalents	$	59,436	$	49,382
Accounts receivable, net of allowances of $6,371 and $6,238		580,175		690,241
Merchandise inventories		1,408,539		1,131,879
Other current assets		158,048		149,515
Total current assets		2,206,198		2,021,017
Property and equipment, net of accumulated depreciation and amortization of $582,286 and $565,119		520,332		509,347
Operating lease assets		383,111		355,627
Goodwill		1,331,931		1,331,281
Intangible assets, net		285,086		298,726
Other assets, net		129,766		140,158
Total assets	$	4,856,424	$	4,656,156
Liabilities and equity
Current liabilities
Accounts payable	$	1,380,736	$	1,228,691
Accrued payroll and related liabilities		87,388		151,039
Current portion of long-term debt		49,947		45,549
Other current liabilities		442,144		426,773
Total current liabilities		1,960,215		1,852,052
Long-term debt, excluding current portion		1,897,515		1,808,047
Operating lease liabilities, excluding current portion		324,032		286,212
Deferred income taxes, net		16,307		22,456
Other liabilities		87,376		101,025
Total liabilities		4,285,445		4,069,792
Commitments and contingencies
Equity
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 77,220 shares and 77,199 shares		154,439		154,398
Paid-in capital		459,731		454,151
Retained earnings		1,020		27,159
Accumulated other comprehensive loss		(44,211)		(49,344)
Total equity		570,979		586,364
Total liabilities and equity	$	4,856,424	$	4,656,156

See accompanying notes to condensed consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating activities:
Net loss	$	(24,982)	$	(21,886)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		61,153		74,095
Share-based compensation expense		6,928		6,866
Deferred income tax benefit		(6,240)		(3,659)
Changes in operating lease right-of-use assets and lease liabilities		14,452		1,139
Gain from sale and dispositions of patient service equipment, property and equipment		(5,353)		(15,619)
Changes in operating assets and liabilities:
Accounts receivable, net		111,613		(74,963)
Merchandise inventories		(274,589)		(35,412)
Accounts payable		157,668		52,926
Net change in other assets and liabilities		(76,476)		(39,617)
Other, net		760		3,168
Cash used for operating activities		(35,066)		(52,962)
Investing activities:
Additions to property and equipment		(55,697)		(45,997)
Proceeds from sale of property and equipment		16,884		49,538
Additions to computer software		(8,977)		(3,411)
Other, net		(410)		(2,000)
Cash used for investing activities		(48,200)		(1,870)
Financing activities:
Borrowings under amended Receivables Financing Agreement		—		205,000
Repayments under amended Receivables Financing Agreement		—		(139,300)
Borrowings under Revolving Credit Facility		776,984		—
Repayments under Revolving Credit Facility		(679,484)		—
Repayments of term loans		—		(4,625)
Repurchase of common stock		(1,503)		—
Other, net		(3,219)		(7,755)
Cash provided by financing activities		92,778		53,320
Effect of exchange rate changes on cash, cash equivalents and restricted cash		542		(618)
Net increase (decrease) in cash, cash equivalents and restricted cash		10,054		(2,130)
Cash, cash equivalents and restricted cash at beginning of period		49,382		272,924
Cash, cash equivalents and restricted cash at end of period	$	59,436	$	270,794
Supplemental disclosure of cash flow information:
Income taxes paid, net	$	125	$	2,365
Interest paid	$	27,487	$	18,211
Noncash investing activity:
Unpaid purchases of property and equipment and computer software at end of period	$	81,085	$	69,368

See accompanying notes to condensed consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

(unaudited)


		Common						Accumulated
	Common	Stock						Other
	Shares	($2 par		Paid-In		Retained		Comprehensive		Total
(in thousands, except per share data)	Outstanding	value)		Capital		Earnings		Loss		Equity
Balance, December 31, 2024	77,199	$	154,398	$	454,151	$	27,159	$	(49,344)	$	586,364
Net loss	—		—		—		(24,982)		—		(24,982)
Other comprehensive income	—		—		—		—		5,133		5,133
Share-based compensation expense, exercises and other	194		387		5,580		—		—		5,967
Shares repurchased and retired	(173)		(346)		—		(1,157)		—		(1,503)
Balance, March 31, 2025	77,220	$	154,439	$	459,731	$	1,020	$	(44,211)	$	570,979

Balance, December 31, 2023	76,546	$	153,092	$	434,185	$	389,845	$	(31,818)	$	945,304
Net loss	—		—		—		(21,886)		—		(21,886)
Other comprehensive loss	—		—		—		—		(11,619)		(11,619)
Share-based compensation expense, exercises and other	(97)		(195)		4,402		—		—		4,207
Balance, March 31, 2024	76,449	$	152,897	$	438,587	$	367,959	$	(43,437)	$	916,006

See accompanying notes to condensed consolidated financial statements.

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Owens & Minor, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

Note 1—Summary of Significant Accounting Policies

Basis of Presentation and Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year.

We report our business under two distinct segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services segment includes our United States (U.S.) distribution division (Medical Distribution), including outsourced logistics and value-added services and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. Our Patient Direct segment provides 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 U.S.

Revision of Prior Period Condensed Consolidated Financial Statements. We revised our prior period financial statements to correct for a prior period accounting error that impacted our beginning retained earnings balance and total equity. The error, which was discovered during the first quarter of 2025, related to the over accrual of accounts payable that had accumulated over multiple years.

We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of our previously reported financial statements based upon the nature of the error, including the immaterial annual quantitative impacts to prior period condensed consolidated statements of operations. Accordingly, the error was corrected through beginning retained earnings as of the earliest balance sheet date presented.

The cumulative impact of the error correction on our retained earnings and total equity as of the earliest balance sheet date presented, was an increase of $21 million. The error also resulted in a cumulative $23 million reduction to accounts payable, a $1.6 million increase to other current liabilities, and a $0.5 million increase to other liabilities as of December 31, 2023.

Reclassifications. Certain prior period amounts have been reclassified to conform to current year presentation.

Use of Estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates.

Cash, Cash Equivalents. Cash and cash equivalents include cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in North America, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us would be classified as restricted cash. There was no restricted cash as of March 31, 2025 and December 31, 2024.

Rental Revenue. Within our Patient Direct segment, revenues are recognized under fee-for-service arrangements for equipment we rent to patients and sales of equipment, supplies and other items we sell to patients. Revenue that is generated from equipment that we rent to patients is primarily recognized over the noncancelable rental period, typically one month, and commences on delivery of the equipment to the patients. Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients. Rental revenue, less estimated adjustments, is recognized as

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earned on a straight-line basis over the noncancelable lease term. We recorded $147 million for the three months ended March 31, 2025 and 2024 in revenue related to equipment we rent to patients.

Receivables Purchase Agreement. On March 14, 2023, we entered into the Master Receivables Purchase Agreement (RPA), pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $200 million are sold, on a limited-recourse basis, to the Purchaser (as defined therein) in exchange for cash. We account for these transactions as sales with the sold receivables removed from our condensed consolidated balance sheets. Under the RPA, we provide certain servicing and collection actions on behalf of the Purchaser; however, we do not maintain any beneficial interest in the accounts receivable sold. The RPA is separate and distinct from the Receivables Financing Agreement and the amendment as described below. As a result of the amendment described below, the RPA was not utilized in the three months ended March 31, 2025.

Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances, in the condensed consolidated balance sheets. Cash received from the sale of accounts receivable, net of payments made to the Purchaser, is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows. Total accounts receivable sold under the RPA were $515 million for the three months ended March 31, 2024. During the three months ended March 31, 2024, we received net cash proceeds of $512 million from the sale of accounts receivable under the RPA and collected $536 million of the sold accounts receivable. The losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the condensed consolidated statements of operations were $3.3 million for the three months ended March 31, 2024.

Receivables Sale Program. On October 18, 2024, O&M Funding and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, entered into a Receivables Purchase Agreement (the Receivables Sale Program) with financial institutions from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. The Receivables Sale Program amends and restates in its entirety, the Receivables Financing Agreement. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets. Under the Receivables Sale Program, we provide certain servicing and collection actions on behalf of the Purchasers; however, we do not maintain any beneficial interest in the accounts receivable sold.

Proceeds from the sales of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances in the condensed consolidated balance sheets. Cash received from the sales of accounts receivable, is reflected in the change in accounts receivable within cash provided by operating activities in the condensed consolidated statements of cash flows. Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $343 million during the three months ended March 31, 2025. We collected $209 million of the sold accounts receivable for the three months ended March 31, 2025. The losses on sales of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the condensed consolidated statements of operations were $2.1 million for the three months ended March 31, 2025.

As of March 31, 2025 and December 31, 2024, there was a total of $200 million and $70 million of uncollected accounts receivable sold and removed from our condensed consolidated balance sheet under the Receivables Sale Program.

Acquisition-Related Charges and Intangible Amortization. Acquisition-related charges consist of one-time costs related to the planned acquisition of Rotech Healthcare Holdings Inc. (Rotech), which consisted primarily of legal and professional fees. For the three months ended March 31, 2025, we incurred $16 million of acquisition-related costs. Acquisition-related charges and intangible amortization also include amortization of intangible assets established during acquisition method of accounting for business combinations. These amounts are highly dependent on the size and frequency of acquisitions.

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Note 2—Fair Value

Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3).

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the condensed consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The estimated fair value of our reporting units determined during a quantitative review of goodwill utilizes unobservable inputs (Level 3).The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 5 for the fair value of debt. The fair value of our derivative contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 7 for the fair value of derivatives.

Our acquisitions may include contingent consideration as part of the purchase price. The fair value of contingent consideration is estimated as of the acquisition date and at the end of each subsequent reporting period based on the present value of the contingent payments to be made using a weighted probability of possible payments (Level 3). Subsequent changes in fair value are recorded as adjustments to acquisition-related charges and intangible amortization within the condensed consolidated statements of operations.

Note 3—Goodwill and Intangible Assets

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill at March 31, 2025:


			Products &
			Healthcare
	Patient Direct		Services		Consolidated
Carrying amount of goodwill, December 31, 2024	$	1,228,140	$	103,141	$	1,331,281
Currency translation adjustments		—		650		650
Carrying amount of goodwill, March 31, 2025	$	1,228,140	$	103,791	$	1,331,931

Intangible assets subject to amortization, which exclude indefinite-lived intangible assets, at March 31, 2025 and December 31, 2024 were as follows:


	March 31, 2025						December 31, 2024
	Customer				Other		Customer				Other
	Relationships		Tradenames		Intangibles		Relationships		Tradenames		Intangibles
Gross intangible assets	$	330,883	$	202,000	$	73,055	$	330,412	$	202,000	$	73,055
Accumulated amortization		(174,250)		(94,105)		(54,497)		(167,824)		(89,214)		(51,703)
Net intangible assets	$	156,633	$	107,895	$	18,558	$	162,588	$	112,786	$	21,352
Weighted average useful life		14 years		10 years		6 years		14 years		10 years		6 years

At March 31, 2025 and December 31, 2024, $202 million and $210 million in net intangible assets were held in the Patient Direct segment and $83 million and $89 million were held in the Products & Healthcare Services segment. Amortization expense for intangible assets was $14 million and $20 million for the three months ended March 31, 2025 and 2024.

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As of March 31, 2025, based on the current carrying value of intangible assets subject to amortization, estimated amortization expense were as follows:


Year
2025 (remainder)	$	40,833
2026		50,092
2027		41,743
2028		32,027
2029		25,881
Thereafter		92,510
Total future amortization	$	283,086

Note 4—Exit and Realignment Costs, Net

We incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain facilities, IT strategic initiatives and other strategic actions. These charges include professional fees, severance and other costs to streamline functions and processes. These costs are not normal, cash operating expenses necessary for the Company to operate its business on an ongoing basis and are excluded from our segments’ operating income.

Exit and realignment charges, net were $31 million and $27 million for the three months ended March 31, 2025 and 2024.

These charges were primarily related to strategic initiatives and operational improvements to increase net revenue and lower costs as well as a provision to accounts receivable related to our Fusion5 business which is in the process of being wound down. In addition, the gain on the sale of our corporate home office in the amount of $7.4 million was included in exit and realignment charges, net for the three months ended March 31, 2024.We expect to incur material future costs relating to certain exit and realignment actions, which remain underway that we are not able to reasonably estimate.

The following table summarizes the activity related to exit and realignment cost accruals, which are classified as other current liabilities in our condensed consolidated balance sheets, through March 31, 2025 and 2024:


	Total
Accrued exit and realignment costs, December 31, 2024	$	14,099
Provision for exit and realignment activities:
Severance		3,142
Professional fees		15,876
IT strategic initiatives		304
Other		3,558
Cash payments		(17,353)
Accrued exit and realignment costs, March 31, 2025	$	19,626

Accrued exit and realignment costs, December 31, 2023	$	20,047
Provision for exit and realignment activities:
Severance		184
Professional fees		25,625
Other		2,493
Cash payments		(11,728)
Accrued exit and realignment costs, March 31, 2024	$	36,621

In addition to the exit and realignment accruals in the preceding table, we also incurred $8.3 million of costs that were expensed as incurred for the three months ended March 31, 2025, which primarily related to wind-down costs

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of Fusion5. For the three months ended March 31, 2024, the table above excludes the $7.4 million gain associated with the sale of our corporate headquarters, we also incurred $6.5 million of costs that were expensed as incurred for the three months ended March 31, 2024, which primarily related to accelerated depreciation of certain assets held in our Products & Healthcare Services segment.

Note 5—Debt

Debt, net of unamortized deferred financing costs, consists of the following:


	March 31, 2025				December 31, 2024
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Term Loan A	$	323,379	$	327,066	$	322,957	$	327,066
Revolving Credit Facility		97,500		97,500		—		—
4.500% Senior Notes, due March 2029		474,251		401,648		473,976		427,117
Term Loan B		500,525		488,966		499,871		518,665
6.625% Senior Notes, due April 2030		542,774		483,105		542,311		518,671
Finance leases and other		9,033		9,033		14,481		14,481
Total debt		1,947,462		1,807,318		1,853,596		1,806,000
Less current maturities		(49,947)		(49,947)		(45,549)		(45,549)
Long-term debt	$	1,897,515	$	1,757,371	$	1,808,047	$	1,760,451

On March 29, 2022, we entered into a Security Agreement Supplement pursuant to which the Security and Pledge Agreement (the Security Agreement), dated March 10, 2021 was supplemented to grant collateral on behalf of the holders of the 2024 Notes, and the parties secured under the credit agreements including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Grantors (as defined in the Security Agreement) in the Grantors’ present and future subsidiaries, subject to certain customary exceptions, and (b) all present and future personal property and assets of the Grantors, subject to certain exceptions.

On March 29, 2022, we entered into a term loan credit agreement with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (the Credit Agreement) that provides for two 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). The interest rate on the Term Loan A is based on the sum of either Term SOFR or the Base Rate and an Applicable Rate which varies depending on the current Debt Ratings or Total Leverage Ratio, determined as to whichever shall result in more favorable pricing to the Borrowers (each as defined in the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate. The Term Loan A will mature in March 2027 and the Term Loan B will mature in March 2029.

On March 10, 2021, we issued $500 million of 4.500% senior unsecured notes due in March 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%.

On March 29, 2022, we issued $600 million of 6.625% senior unsecured notes due in April 2030 (the 2030 Unsecured Notes), with interest payable semi-annually. The 2030 Unsecured Notes were sold at 100% of the principal amount with an effective yield of 6.625%.

The 2029 Unsecured Notes and the 2030 Unsecured Notes are subordinated to any of our secured indebtedness, including indebtedness under our credit agreements.

On March 29, 2022, we entered into an amendment to our revolving credit agreement, dated as of March 10, 2021 with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (Revolving Credit Agreement). The amendment (i) increased the aggregate revolving credit commitments under the Revolving

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Credit Agreement by $150 million, to an aggregate amount of $450 million and (ii) replaced the Eurocurrency Rate with the Adjusted Term SOFR Rate (each as defined in the Revolving Credit Agreement). The Revolving Credit Agreement matures in March 2027.

At March 31, 2025 we had $98 million in outstanding borrowings on our Revolving Credit Agreement. At December 31, 2024 our Revolving Credit Agreement was undrawn. At March 31, 2025 and December 31, 2024 we had letters of credit, which reduce Revolver availability, totaling $34 million and $31 million, leaving $318 million and $419 million available for borrowing. We also had letters of credit and bank guarantees which support certain leased facilities as well as other normal business activities in the U.S. and Europe that were issued outside of the Revolving Credit Agreement for $3.4 million and $2.9 million as of March 31, 2025 and December 31, 2024.

The Revolving Credit Agreement, the Credit Agreement, the 2029 Unsecured Notes and the 2030 Unsecured Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at March 31, 2025.

As of March 31, 2025, scheduled future principal payments of debt, excluding finance leases and other, were as follows:


Year
2025 (remainder)	$	47,500
2026		—
2027		376,250
2028		—
2029		989,654
2030		552,189

Current maturities at March 31, 2025 include $47.5 million in current borrowings on our Revolving Credit Facility and $2.4 million in current portion of finance leases and other.

Note 6—Retirement Plans

We have a frozen noncontributory, unfunded retirement plan for certain retirees in the U.S. (U.S. Retirement Plan). As of March 31, 2025 and December 31, 2024, the accumulated benefit obligation of the U.S. Retirement Plan was $31 million. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective teammates.

Note 7—Derivatives

We are directly and indirectly affected by changes in foreign currency, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes.

We enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability.

We pay interest on our Credit Agreement which fluctuates based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates on our term loans, we entered into an interest rate swap agreement whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and

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variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreement are included in interest expense, net.

We determine the fair value of our foreign currency derivatives and interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. All derivatives are carried at fair value in our condensed consolidated balance sheets. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items.

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2025:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

250,000

March 2027

Other assets, net

3,926

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

38,573

April 2025

Other current assets

—

Other current liabilities

215

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2024:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

300,000

March 2027

Other assets, net

6,113

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

43,238

January 2025

Other current assets

Other current liabilities

255

The notional amount of the interest rate swaps represents the amount in effect at the end of the period. Based on contractual terms, the notional amount will decrease in increments of $50 million on the last business day of March of each year until the maturity date.

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2025:



	Amount of Gain Recognized in Other Comprehensive Income (Loss)		Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	(1,078)	Interest expense, net	$	(33,959)	$	1,110

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

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The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2024:



		Amount of Gain Recognized in Other Comprehensive Income (Loss)	Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income		Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	4,557	Interest expense, net	$	(35,655)	$	2,649

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

For the three months ended March 31, 2025 and 2024, we recognized a gain of $4.2 million and a loss of $4.2 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 expense, net for our foreign exchange contracts.

Note 8—Income Taxes

The effective tax rate was 28.8% for the three months ended March 31, 2025, compared to 19.3% in the same period of 2024. The change in these rates were primarily from changes in results of operations in the jurisdictions in which we operate and changes in forecasted results reflected in the tax rates.

The liability for unrecognized tax benefits was $36 million at March 31, 2025 and December 31, 2024. Included in the liability at March 31, 2025 and December 31, 2024 were no 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 Service (IRS) regarding our 2015 and 2016 consolidated income tax returns. On June 30, 2021, we received a NOPA from the IRS regarding our 2017 and 2018 consolidated income tax returns. Within the NOPAs, the IRS has asserted that our taxable income for the aforementioned years should be higher based on their assessment of the appropriate amount of taxable income that we should report in the U.S. in connection with our sourcing of products by our foreign subsidiaries for sale in the U.S. by our domestic subsidiaries. The transfer pricing methodology was consistently applied for all years subject to the NOPAs and 2019 into 2022, but is no longer employed.

In late June 2024, the IRS and the relevant foreign taxing authority mutually agreed to proposed adjustments to our 2015 through 2018 consolidated tax returns. As a result, we remeasured the uncertain tax position for the 2015 through 2018 tax years, as well as the affected 2019 through 2022 tax years, to the amount expected to be paid upon a final agreement with the IRS. This matter does not impact our 2023, 2024 or future tax years. As of March 31, 2025, we owed $44 million associated with the NOPA matter, which includes $13 million of interest accrued on the matter through March 31, 2025. The balance sheet classification and amount owed may be subject to change depending on the timing of a final agreement with the IRS.

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Note 9—Net Loss per Common Share

The following summarizes the calculation of net loss per common share attributable to common shareholders for the three months ended March 31, 2025 and 2024:


	Three Months Ended
	March 31,
(in thousands, except per share data)	2025		2024
Net loss	$	(24,982)	$	(21,886)

Weighted average shares outstanding - basic		77,272		76,319
Dilutive shares		—		—
Weighted average shares outstanding - diluted		77,272		76,319

Net loss per common share:
Basic	$	(0.32)	$	(0.29)
Diluted	$	(0.32)	$	(0.29)

Share-based awards for the three months ended March 31, 2025 and 2024 of approximately 1.8 million and 1.6 million shares were excluded from the calculation of net loss per diluted common share as the effect would be anti-dilutive.

Note 10—Accumulated Other Comprehensive (Loss) Income

The following table shows the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2025 and 2024:


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2024	$	(5,770)	$	(48,099)	$	4,525	$	(49,344)
Other comprehensive income (loss) before reclassifications		953		5,957		(1,078)		5,832
Income tax		(247)		—		280		33
Other comprehensive income (loss) before reclassifications, net of tax		706		5,957		(798)		5,865
Amounts reclassified from accumulated other comprehensive income (loss)		120		—		(1,110)		(990)
Income tax		(31)		—		289		258
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		89		—		(821)		(732)
Other comprehensive income (loss)		795		5,957		(1,619)		5,133
Accumulated other comprehensive (loss) income, March 31, 2025	$	(4,975)	$	(42,142)	$	2,906	$	(44,211)

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			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2023	$	(5,115)	$	(32,954)	$	6,251	$	(31,818)
Other comprehensive income (loss)before reclassifications		234		(13,266)		4,557		(8,475)
Income tax		(59)		—		(1,185)		(1,244)
Other comprehensive income (loss) before reclassifications, net of tax		175		(13,266)		3,372		(9,719)
Amounts reclassified from accumulated other comprehensive income (loss)		81		—		(2,649)		(2,568)
Income tax		(21)		—		689		668
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		60		—		(1,960)		(1,900)
Other comprehensive income (loss)		235		(13,266)		1,412		(11,619)
Accumulated other comprehensive (loss) income, March 31, 2024	$	(4,880)	$	(46,220)	$	7,663	$	(43,437)

We include amounts reclassified out of accumulated other comprehensive (loss) income related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net.

Note 11—Segment Information

We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services segment includes our U.S. distribution division (Medical Distribution), including our outsourced logistics and value-added services businesses, and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. Our Patient Direct segment provides 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 U.S.

The Chief Operating Decision Maker (CODM) for both of our segments is the President, Chief Executive Officer & Director. The CODM uses segment income to evaluate performance of our segments, determine incentive compensation, and engage in financial and operational planning, including the allocation of labor, financial and capital resources. Segment income excludes acquisition-related charges and intangible amortization, exit and realignment charges, net, and goodwill impairment charges, along with other adjustments, 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.

The following tables present financial information by segment:


	Three Months Ended March 31, 2025
		Products & Healthcare Services		Patient Direct		Consolidated
Net revenue	$	1,958,164	$	673,884	$	2,632,048
Cost of goods sold		1,751,393		354,642
Distribution, selling and administrative expenses		203,517		258,835
Other operating expense, net		2,101		266
Segment income	$	1,153	$	60,141		61,294
Acquisition-related charges and intangible amortization						(29,674)
Exit and realignment charges, net						(31,226)
Litigation and related charges ⁽¹⁾						(270)
Operating income					$	124
Capital expenditures	$	17,716	$	46,958	$	64,674

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(1)

Litigation and related charges includes settlement costs and related fees of legal matters within our Patient Direct Segment, which do not occur in the ordinary course of our business and are inherently unpredictable in timing and amount. These charges are reported within Other operating expense, net in our Statements of Operations for the three months ended March 31, 2025.


	Three Months Ended March 31, 2024
		Products & Healthcare Services		Patient Direct		Consolidated
Net revenue	$	1,974,837	$	637,843	$	2,612,680
Cost of goods sold		1,738,900		338,251
Distribution, selling and administrative expenses		224,081		253,532
Other operating expense, net		370		181
Segment income	$	11,486	$	45,879		57,365
Acquisition-related charges and intangible amortization						(20,313)
Exit and realignment charges, net						(27,356)
Operating income					$	9,696
Capital expenditures	$	8,250	$	41,158	$	49,408



	Three Months Ended
	March 31,
		2025		2024
Share-based compensation:
Products & Healthcare Services	$	4,068	$	4,769
Patient Direct		2,530		1,407
Other ⁽¹⁾		330		690
Consolidated share-based compensation:	$	6,928	$	6,866

Depreciation and amortization:
Products & Healthcare Services	$	10,833	$	11,547
Patient Direct		35,334		36,465
Intangible amortization		13,785		20,289
Other ⁽²⁾		1,201		5,794
Consolidated depreciation and amortization:	$	61,153	$	74,095

(1)

Other share-based compensation expense is captured within exit and realignment charges, net or acquisition-related charges and intangible amortization for the three months ended March 31, 2025 and 2024.

(2)

Other depreciation and amortization expense is captured within exit and realignment charges, net for the three months ended March 31, 2025 and 2024.


	March 31, 2025		December 31, 2024
Total assets:
Products & Healthcare Services	$	2,630,037	$	2,429,513
Patient Direct		2,166,951		2,177,261
Segment assets		4,796,988		4,606,774
Cash and cash equivalents		59,436		49,382
Consolidated total assets	$	4,856,424	$	4,656,156

Non-cash LIFO charges to merchandise inventories valued at the lower of cost or market, with the approximate cost determined by the LIFO method for distribution inventories in the U.S. within our Products & Healthcare Services segment, were $8.6 million and $5.4 million for the three months ended March 31, 2025 and 2024. The net book value of patient service equipment sales and dispositions within the Patient Direct segment, were $12 million and $9.6 million for the three months ended March 31, 2025 and 2024.

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Excess and obsolete inventory adjustments included in our Products & Healthcare Services segment were $1.6 million and $6.4 million for the three months ended March 31, 2025 and 2024. Excess and obsolete inventory adjustments are not material to the Patient Direct segment for the three months ended March 31, 2025 and 2024.

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
	March 31,
	2025		2024
Net revenue:
United States	$	2,580,716	$	2,550,610
International		51,332		62,070
Consolidated net revenue	$	2,632,048	$	2,612,680

Note 12—Recent Accounting Pronouncements

In December 2023, the FASB Issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require additional annual income tax disclosures, including disclosure of reconciling items by jurisdiction and nature to the extent those items exceed a specified threshold. In addition, this ASU will require disclosure of income taxes paid, net of refunds received disaggregated by federal, state, and foreign and by jurisdiction if the amount is more than 5% of total income tax payments, net of refunds received. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which will require additional disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2026. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows.

Note 13—Commitments, Contingent Liabilities, and Legal Proceedings

On July 22, 2024, we entered into an Agreement and Plan of Merger to acquire Rotech for $1.36 billion in cash. Given anticipated tax benefits of approximately $40 million from the transaction, the net purchase price is approximately $1.32 billion. Rotech is a national leader in providing home medical equipment in the U.S. The definitive agreement contains certain termination rights for the Company and Rotech. In the event that we terminate the contract, we will be required to pay Rotech a termination fee of $70 million. The transaction is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart Scott Rodino Act, and is expected to close in the first half of 2025. We have financing in place and expect to use a combination of cash and incremental borrowings to fund the purchase price. The Company and Rotech have entered into a timing agreement with the Federal Trade Commission (FTC) under which the FTC will have until June 10, 2025 to complete its review of the transaction.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for disclosure of other material contractual obligations.

We are party to various legal claims that are ordinary and incidental to our business, including ones related to commercial disputes, employment, workers’ compensation, product liability, regulatory and other matters. We maintain

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insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency. We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters.

Based on current knowledge and the advice of counsel, we believe that the accrual as of March 31, 2025 for currently pending matters considered probable of loss, is sufficient. In addition, we believe that other currently pending matters are not reasonably possible to result in a material loss, as payment of the amounts claimed is remote, the claims are immaterial, individually and in the aggregate, or the claims are expected to be adequately covered by insurance, subject to policy limits, applicable deductibles, exclusions and insurer solvency.

Note 14—Shareholders Equity

On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million over the next 24 months. Under the program, we may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans.

During the three months ended March 31, 2025, we repurchased in open-market transactions and retired approximately 0.2 million shares of our common stock for an aggregate of $1.5 million, or an average price per share of $8.66.

Note 15—Subsequent Events

On April 4, 2025, we completed the sale of $1.0 billion aggregate principal amount of 10.000% Senior Secured Notes due 2030 (the New Notes) in a private offering (the Offering) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act. The Offering was in connection with the financing of our previously announced proposed acquisition of Rotech (Acquisition). At the closing of the Offering, the gross proceeds were placed into a segregated escrow account where they will be held for the benefit of the holders of the New Notes pending the consummation of the Acquisition.

Upon consummation of the Acquisition, we intend to use the net proceeds of the Offering, together with cash on hand and expected borrowings under a new senior secured incremental term loan B facility to finance the consummation of the Acquisition and other related transactions contemplated by the merger agreement, including the repayment of Rotech debt and to pay Acquisition related fees and expenses. Any remaining net proceeds will be used for working capital and general corporate purposes.

If the Acquisition is not consummated on or prior to October 6, 2025, or upon the occurrence of certain other events, the proceeds will not be released to consummate the Acquisition and related transactions, but instead will be released for the purpose of redeeming the New Notes pursuant to a “Special Mandatory Redemption” in accordance with the procedures set forth in the indenture governing the New Notes. The Special Mandatory Redemption price will be a price equal to 100% of the initial issue price of the New Notes plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis describes results of operations and material changes in the financial condition of Owens & Minor, Inc. and its subsidiaries since December 31, 2024. Trends of a material nature are discussed to the extent known and considered relevant. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto, and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

Owens & Minor, Inc., along with its subsidiaries, (we, us, or our) is a global healthcare solutions company. Our business has two distinct segments: Products & Healthcare Services (P&HS) and Patient Direct. The Products & Healthcare Services segment includes our U.S. distribution division (Medical Distribution), including outsourced logistics and value-added services, and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. The Patient Direct segment includes our home healthcare divisions.

Net (loss) per share was $(0.32) for the three months ended March 31, 2025 as compared to net (loss) per share of $(0.29) for the three months ended March 31, 2024. Our financial results for the three months ended March 31, 2025 as compared to the prior year period were impacted by acquisition-related charges of $16 million related to the planned acquisition of Rotech Healthcare Holdings Inc. (Rotech), a $3.9 million increase in exit and realignment charges, net, partially offset by a decrease in intangible amortization of $6.5 million.

Net (loss) per share was unfavorably impacted as compared to the prior year by foreign currency translation in the amount of $(0.03) for the three months ended March 31, 2025.

Products & Healthcare Services segment operating income was $1.2 million for the three months ended March 31, 2025, compared to $11 million for the three months ended March 31, 2024. This decrease was primarily driven by a $17 million decrease in net revenue, partially offset by a reduction in teammate benefit costs of $10 million. Patient Direct segment operating income was $60 million for the three months ended March 31, 2025, compared to $46 million for the three months ended March 31, 2024. This segment’s results reflect revenue growth of 5.7% and a reduction in teammate benefits costs of $5.9 million.

Refer to ‘Results of Operations’ for further detail of quantitative and qualitative drivers of our results.

Potential Sale of Products & Healthcare Services Segment

On February 28, 2025, we announced that we are actively engaged in discussions regarding the potential sale of our Products & Healthcare Services segment. There is no set timetable for the potential sale and there can be no assurance that we will complete a transaction.

Planned Acquisition of Rotech

On July 22, 2024, we entered into an agreement and plan of merger to acquire Rotech for $1.36 billion in cash (the Acquisition). Given anticipated tax benefits of approximately $40 million from the transaction, the net purchase price is approximately $1.32 billion. Rotech is a national leader in providing home medical equipment in the U.S. The definitive agreement contains certain termination rights for the Company and Rotech. In the event that we terminate the contract, we will be required to pay Rotech a termination fee of $70 million. The Acquisition is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, and is expected to close in the first half of 2025. We have financing in place and expect to use a combination of cash and incremental borrowings to fund the purchase price. The Company and Rotech have entered into a timing agreement with the Federal Trade Commission (FTC) under which the FTC will have until June 10, 2025 to complete its review of the transaction.

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Results of Operations

Net revenue.


	Three Months Ended
	March 31,				Change
(Dollars in thousands)	2025		2024		$		%
Products & Healthcare Services	$	1,958,164	$	1,974,837	$	(16,673)	(0.8)	%
Patient Direct		673,884		637,843		36,041	5.7	%
Net revenue	$	2,632,048	$	2,612,680	$	19,368	0.7	%

Net revenue for the three months ended March 31, 2025, was negatively impacted by approximately $41 million as a result of one less sales day during the period compared to the same period in 2024. The Products & Healthcare Services net revenue decrease was primarily driven by one less sales day along with a decline in our Global Products division due to competitive pricing pressures, including glove pricing. The increase in our Patient Direct segment net revenue for the three months ended March 31, 2025 was driven primarily by growth across a number of product categories, including diabetes and sleep supplies.

Foreign currency translation had an unfavorable impact on net revenue of $1.7 million for the three months ended March 31, 2025 as compared to the prior year period.

Cost of goods sold.


	Three Months Ended
	March 31,				Change
(Dollars in thousands)	2025		2024			$	%
Cost of goods sold	$	2,106,035	$	2,077,151	$	28,884	1.4	%

The increase in cost of goods sold for the three months ended March 31, 2025 reflects the increased cost associated with net revenue growth of 0.7% and a rise in commodity input costs, partially offset by cost avoidance associated with certain procurement activities.

Foreign currency translation had an unfavorable impact on cost of goods sold of $1.6 million for the three months ended March 31, 2025 as compared to the prior year period.

Gross profit.


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2025			2024				$	%
Gross profit	$	526,013		$	535,529		$	(9,516)	(1.8)	%
As a % of net revenue		19.98	%		20.50	%

The changes in gross profit for the three months ended March 31, 2025 were driven by the same factors impacting net revenue and cost of goods sold.

Foreign currency translation had an unfavorable impact on gross profit of $3.3 million for the three months ended March 31, 2025 as compared to the prior year period.

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Operating expenses.


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2025			2024			$		%
Distribution, selling and administrative expenses	$	462,352		$	477,613		$	(15,261)	(3.2)	%
As a % of net revenue		17.57	%		18.28	%
Acquisition-related charges and intangible amortization	$	29,674		$	20,313		$	9,361	46.1	%
Exit and realignment charges, net	$	31,226		$	27,356		$	3,870	14.1	%
Other operating expense, net	$	2,637		$	551		$	2,086	378.6	%

The decrease in Distribution, selling and administrative expenses (DS&A) expenses for the three months ended March 31, 2025 was driven primarily by a reduction in teammate benefits costs of $16 million and expense savings from operating efficiencies, partially offset by inflationary expense increases.

Foreign currency translation had a favorable impact on DS&A of $0.4 million for the three months ended March 31, 2025 as compared to the prior year period.

Acquisition-related charges were $16 million for the three months ended March 31, 2025 and consisted of costs related to the planned acquisition of Rotech, which related primarily to legal and professional fees. We incurred no acquisition related charges for the three months ended March 31, 2024. Intangible amortization was $14 million for the three months ended March 31, 2025 and $20 million for the three months ended March 31, 2024 relating primarily to intangible assets acquired in the Apria, Halyard, and Byram acquisitions. The decrease was due to certain intangible assets that were fully amortized in 2024.

Exit and realignment charges, net were $31 million for the three months ended March 31, 2025. These charges primarily related to (1) kitting and manufacturing initiatives of $10 million (2) professional fees associated with the potential sale of our P&HS segment of $7.1 million, (3) an accounts receivable provision of $6.8 million associated with Fusion 5, which is no longer part of our core operations (4) $5.7 million in professional fees associated with Patient Direct strategic initiatives and (5) $1.5 million of other charges. Exit and realignment charges, net were $27 million for the three months ended March 31, 2024. These charges primarily related to (1) the 2023-2024 Operating Model Realignment Program of $33 million, including professional fees, severance, and other costs to streamline functions and processes and (2) costs related to IT strategic initiatives such as converting certain divisions to common IT systems of $1.2 million partially offset by (3) a $7.4 million gain on the sale of our corporate headquarters.

The change in other operating expense, net for the three months ended March 31, 2025 as compared to the prior year reflects an unfavorable change of $1.1 million in foreign currency transaction gains and losses, net of derivative adjustments, as compared to the prior year.

Interest expense, net.


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2025			2024			$		%
Interest expense, net	$	33,959		$	35,655		$	(1,696)	(4.8)	%
Effective interest rate		6.94	%		7.13	%

Interest expense, net for the three months ended March 31, 2025 decreased due to lower average outstanding borrowings of $169 million and a decrease in the effective interest rate of 19 basis points as compared to the three months ended March 31, 2024, partially offset by a decrease in interest income. See Note 5 of Notes to Condensed Consolidated Financial Statements.

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Other expense, net.


	Three Months Ended
	March 31,				Change
(Dollars in thousands)	2025		2024		$		%
Other expense, net	$	1,239	$	1,153	$	86	7.5	%

Other expense, net for the three months ended March 31, 2025 and 2024 includes interest cost and net actuarial losses related to our retirement plans.

Income taxes.


	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2025			2024			$		%
Income tax benefit	$	(10,092)		$	(5,226)		$	(4,866)	(93.1)	%
Effective tax rate		28.8	%		19.3	%

The change in the effective tax rate for the three months ended March 31, 2025 compared to the same period in 2024 resulted primarily from changes in results of operations in the jurisdictions in which we operate and changes in forecasted results reflected in the tax rates.

Adjusted EBITDA

We use Adjusted EBITDA, a financial measure that is not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze our financial results. In general, non-GAAP measures exclude items and charges that (i) management does not believe reflect our core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends.

We believe Adjusted EBITDA is useful to investors as a supplemental metric to assist readers in assessing our financial performance and in comparing our performance to that of our competitors. However, this non-GAAP measure may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

Adjusted EBITDA should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and financial results calculated in accordance with GAAP and this reconciliation to those financial statements set forth below should be carefully evaluated.

The following table presents the reconciliation of net loss to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
Net loss, as reported (GAAP)	$	(24,982)	$	(21,886)
Income tax benefit		(10,092)		(5,226)
Interest expense, net		33,959		35,655
Acquisition-related charges and intangible amortization ⁽¹⁾		29,674		20,313
Exit and realignment charges, net ⁽²⁾		31,226		27,356
Other depreciation and amortization⁽³⁾		46,168		48,014
Stock compensation ⁽⁴⁾		6,598		6,176
LIFO charges ⁽⁵⁾		8,610		5,438
Litigation and related charges ⁽⁶⁾		270		—
Other ⁽⁷⁾		424		430
Adjusted EBITDA (non-GAAP)	$	121,855	$	116,270

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(1)

Acquisition-related charges consist primarily of one-time costs related to the planned acquisition of Rotech, which consisted primarily of legal and professional fees. For the three months ended March 31, 2025, we incurred $16 million of acquisition-related costs. We incurred no acquisition related charges for the three months ended March 31, 2024. Acquisition-related charges and intangible amortization also include amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges consist primarily of one-time costs related to acquisitions, including transaction costs necessary to consummate acquisitions, such as advisory fees and legal fees, director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, IT integration costs and professional fees. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results.

(2)

(3)

Other depreciation and amortization relates to property and equipment and capitalized computer software, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges.

(4)

Stock compensation include share-based compensation expense related to our share-based compensation plans, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges.

(5)

LIFO charges include non-cash adjustments to merchandise inventories valued at the lower of cost or market, with the approximate cost determined by the last-in, first-out (LIFO) method for distribution inventories in the U.S. within our P&HS segment.

(6)

Litigation and related charges includes settlement costs and related charges of legal matters within our Patient Direct segment. These costs do not occur in the ordinary course of our business and are inherently unpredictable in timing and amount.

(7)

For the three months ended March 31, 2025 and 2024, other includes interest costs and net actuarial losses related to our frozen noncontributory, unfunded retirement plan for certain retirees in the U.S.

Financial Condition, Liquidity and Capital Resources

Financial condition. We monitor operating working capital through days sales outstanding (DSO) and merchandise inventory days. We estimate a hypothetical increase (decrease) in DSO of one day would result in a decrease (increase) in our cash balances, an increase (decrease) in borrowings against our Revolving Credit Agreement, or a combination thereof of approximately $29 million.

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The majority of our cash and cash equivalents are held in cash depository accounts with major banks in North America, Europe, and Asia. Changes in our working capital can vary in the normal course of business based upon the timing of inventory purchases, collections of accounts receivable and payments to suppliers.


					Change
(Dollars in thousands)	March 31, 2025		December 31, 2024		$		%
Cash and cash equivalents	$	59,436	$	49,382	$	10,054	20.4	%
Accounts receivable, net	$	580,175	$	690,241	$	(110,066)	(15.9)	%
DSO ⁽¹⁾		19.6		23.3
Merchandise inventories	$	1,408,539	$	1,131,879	$	276,660	24.4	%
Inventory days ⁽²⁾		60.2		49.2
Accounts payable	$	1,380,736	$	1,228,691	$	152,045	12.4	%

(1)Based on period end accounts receivable and net revenue for the quarters ended March 31, 2025 and December 31, 2024. Consolidated DSO reflected the impact of the reduction in accounts receivable, net of allowances, due to sales of accounts receivable under the Receivables Sale Program. Excluding the impact of the Receivables Sale Program, consolidated DSO would have been 26.4 as of March 31, 2025 and 25.7 as of December 31, 2024.

(2)Based on period end merchandise inventories and cost of goods sold for the quarters ended March 31, 2025 and December 31, 2024.

Liquidity and capital expenditures. The following table summarizes our condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024:


	Three Months Ended
	March 31,
(Dollars in thousands)	2025		2024
Net cash (used for) provided by:
Operating activities	$	(35,066)	$	(52,962)
Investing activities		(48,200)		(1,870)
Financing activities		92,778		53,320
Effect of exchange rate changes		542		(618)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	10,054	$	(2,130)

Cash used for operating activities in the first three months of 2025 reflected unfavorable changes in working capital including an increase in inventories ahead of the opening of two new large distribution centers as well as in anticipation of tariffs and payment of accrued teammate benefits, partially offset by an increase in accounts payable primarily related to inventory purchases, a $130 million benefit from accounts receivable sold under the Receivables Sale Program and cash provided by operating income. Cash used for operating activities in the first three months of 2024 reflected unfavorable changes in working capital and cash provided by operating income. Unfavorable working capital is typical during the first quarter of the year due to the nature of our business and the annual payment of teammate incentives.

Cash used for investing activities in the first three months of 2025 included capital expenditures of $65 million, primarily for patient service equipment and our strategic and operational efficiency initiatives associated with other fixed assets and capitalized software, offset by $17 million in proceeds from sale of patient service equipment and other fixed assets. Cash used for investing activities in the first three months of 2024 included capital expenditures of $49 million, primarily for patient service equipment, other fixed assets and capitalized software, offset by $50 million in proceeds from sales of patient service equipment and other fixed assets which included $34 million in gross proceeds related to the sale of our corporate headquarters.

Cash provided by financing activities in the first three months of 2025 included net borrowings of $98 million under our Revolving Credit Facility for the first three months of 2025. Cash provided by financing activities in the first three months of 2024 included repayments of term loans of $4.6 million. We had no borrowings under our Revolving Credit Facility for the first three months of 2024 and had net borrowings of $66 million under our amended Receivables

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Financing Agreement. Payments for taxes related to the vesting of restricted stock awards, which are included in Other, net, were $2.6 million for the first three months of 2024.

Capital resources. Our primary sources of liquidity include cash and cash equivalents, our Receivables Sale Program (as defined below), and our Revolving Credit Agreement.

On October 18, 2024, O&M Funding and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, entered into a Receivables Purchase Agreement (the Receivables Sale Program) with financial institutions from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. The Receivables Sale Program amends and restates in its entirety, the Receivables Financing Agreement. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets. Total accounts receivable sold under the Receivables Sale Program and net cash proceeds were $343 million for the three months ended March 31, 2025. We collected $209 million of the sold accounts receivable for the three months ended March 31, 2025. The losses on sales of accounts receivable are recorded in other operating expense, net in the condensed consolidated statements of operations and were $2.1 million for the three months ended March 31, 2025.

The Revolving Credit Agreement provides a revolving borrowing capacity of $450 million. We have $837 million in outstanding term loans under a term loan credit agreement (the Credit Agreement). The interest rate on our Revolving Credit Agreement is based on a spread over a benchmark rate (as described in the Revolving Credit Agreement). The Revolving Credit Agreement matures in March 2027. The interest rate on the Term Loan A is based on either the Term SOFR or the Base Rate plus an Applicable Rate which varies depending on the current Debt Ratings or Total Leverage Ratio, determined as to whichever shall result in more favorable pricing to the Borrowers (each as defined in the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate. The Term Loan A matures in March 2027 and the Term Loan B matures in March 2029.

At March 31, 2025 we had $98 million in outstanding borrowings on our Revolving Credit Agreement. At December 31, 2024 our Revolving Credit Agreement was undrawn. At March 31, 2025 and December 31, 2024 we had letters of credit, which reduce Revolver availability, totaling $34 million and $31 million, leaving $318 million and $419 million available for borrowing. We also had letters of credit and bank guarantees which support certain leased facilities as well as other normal business activities in the United States and Europe that were issued outside of the Revolving Credit Agreement for $3.4 million and $2.9 million as of March 31, 2025 and December 31, 2024.

The Revolving Credit Agreement, the Credit Agreement, the Receivables Sale Program, the 4.500% senior unsecured notes due in March 2029, and the 6.625% senior unsecured notes due in April 2030 contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at March 31, 2025.

On April 4, 2025, we completed the sale of $1.0 billion aggregate principal amount of 10.000% senior secured notes due 2030 (the New Notes) in a private offering (the Offering) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act. The Offering was conducted in connection with the financing of the Company’s previously announced proposed acquisition of Rotech. At the closing of the Offering, the gross proceeds were placed into a segregated escrow account where they will be held for the benefit of the holders of the New Notes pending the consummation of the proposed acquisition of Rotech.

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the procedures set forth in the indenture governing the New Notes. The Special Mandatory Redemption price will be a price equal to 100% of the initial issue price of the New Notes plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

We regularly evaluate market conditions, our liquidity profile and various financing alternatives to enhance our capital structure. We have from time to time, entered into, and from time to time in the future, we may enter into transactions to repay, repurchase or redeem our outstanding indebtedness (including by means of open market purchases, privately negotiated repurchases, tender or exchange offers and/or repayments or redemptions pursuant to the debt’s terms). Our ability to consummate any such transaction will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We cannot provide any assurance as to if or when we will consummate any such transactions or the terms of any such transaction.

On February 26, 2025, the Owens & Minor Board of Directors authorized a share repurchase program of up to $100 million over the next 24 months. Under the program, Owens & Minor may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions and 10b5-1 trading plans. During the three months ended March 31, 2025, we repurchased in open-market transactions and retired approximately 0.2 million shares of our common stock for an aggregate $1.5 million, or an average price per share of $8.66.

We believe cash generated by operating activities, available financing sources, and borrowings under the Revolving Credit Agreement, as well as cash on hand, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic growth, payments under long-term debt and lease arrangements, debt repurchases, share repurchases and other cash requirements. While we believe that we will have the ability to meet our financing needs in the foreseeable future, changes in economic conditions may impact (i) the ability of financial institutions to meet their contractual commitments to us, (ii) the ability of our customers and suppliers to meet their obligations to us or (iii) our cost of borrowing.

We earn a portion of our operating income in foreign jurisdictions outside the U.S. Our cash and cash equivalents held by our foreign subsidiaries subject to repatriation totaled $27 million and $22 million at March 31, 2025 and December 31, 2024. As of March 31, 2025, we are permanently reinvested in our foreign subsidiaries.

Contractual Obligations

For disclosure of material contractual obligations, see our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 13 in the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on March 31, 2025.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 12 in the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on March 31, 2025.

Forward-looking Statements

Certain statements in this discussion constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including, but not limited to:

●

our ability to successfully complete a transaction related to the potential sale of our Products & Healthcare Services segment;

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●

uncertainties related to trade policy and tariffs;

●

increasing competitive and pricing pressures in the marketplace;

●

our ability to retain existing and attract new customers and our dependence on sales to certain customers;

●

our dependence on certain vendors, suppliers and third-parties for key components, raw materials, finished goods, equipment and services;

●

our ability to successfully identify, close, manage or integrate acquisitions, including Rotech;

●

our ability to successfully implement our strategic initiatives;

●

our ability to successfully manage our international operations, including risks associated with changes in international trade regulations, foreign currency volatility, adverse tax consequences, and other risks of operating in international markets;

●

uncertainties related to, and our ability to adapt to and comply with, changes in government regulations, including healthcare, tax and product licensing laws and regulations;

●

risks arising from possible violations of legal, regulatory or licensing requirements of the markets in which we operate;

●

uncertainties related to general economic, regulatory and business conditions, including tariffs, and our ability to adapt to changes in product pricing and other terms of purchase by suppliers of product;

●

our ability to meet the terms to qualify for supplier funding programs;

●

the ability of customers and suppliers to meet financial commitments due to us;

●

changes in manufacturer preferences between direct sales and wholesale distribution;

●

changing trends in customer profiles and ordering patterns;

●

our ability to manage operating expenses and improve operational efficiencies;

●

availability of, and our ability to access, special inventory buying opportunities;

●

our ability to continue to obtain financing at reasonable rates and to manage financing costs and interest rate risk, and our ability to refinance, extend or repay our substantial indebtedness;

●

our ability to attract and retain talented and qualified teammates;

●

recalls of any of our products, or safety risks or the discovery of serious safety issues with our products;

●

changes, delays and uncertainties in the reimbursement process;

●

our ability to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights as well as avoid infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties;

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●

our ability to engage in transactions that may be limited by the restrictive covenants in our credit facilities and existing notes;

●

the risk that information systems are interrupted or damaged or fail for any extended period of time, that new information systems are not successfully implemented or integrated, or that there is a data security breach in our information systems or a third party’s information systems that impacts our business;

●

risks related to public health crises or future outbreaks of health crises or other adverse public health developments such as the novel coronavirus (COVID-19) global pandemic;

●

the risk of an impairment to goodwill or other long-lived assets;

●

our ability to timely or adequately respond to technological advances;

●

our failure to adequately insure against losses, including from substantial claims and litigation;

●

our ability to meet performance targets specified by customer contracts under contractual commitments;

●

our capitation arrangements may prove unprofitable if actual utilization rates exceed our assumptions;

●

the outcome of outstanding and any future litigation, including product and professional liability claims;

●

volatility in the price of our common stock and securities; and

●

other factors detailed from time to time in the reports we file with the SEC, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

We undertake no obligation to update or revise any forward-looking statements, except as required by applicable law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Certain quantitative and qualitative market risk disclosures are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Through March 31, 2025, there have been no material changes in the quantitative and qualitative market risk disclosures described in such Annual Report.

Item 4. Controls and Procedures

We carried out an evaluation, with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2025. There was no change in our internal control over financial reporting that occurred during the period of this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Certain legal proceedings pending against us are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Through March 31, 2025, there have been no material developments in any legal proceedings reported in such Annual Report.

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Item 1A. Risk Factors

Certain risk factors that we believe could affect our business and prospects are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Through March 31, 2025, there have been no material changes in the risk factors described in such Annual Report, with the exception of the following added risk factors:

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition may have a material adverse effect on our business, financial condition, results of operations, cash flows, capital resources and liquidity.

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, may adversely affect our business and financial statements. The U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. In early April 2025, actions were taken by the U.S. and certain other countries to delay the effective date of certain of these tariffs, but as of the date of this report a number of new tariffs remain in effect, including significant tariffs between the U.S. and China. Collectively, these tariffs increase the cost to us of products we import, which in turn has required us to increase the price of certain of our products in our Products & Healthcare Services segment and may require us to make additional price increases on our products, which together with the surcharges and price increases may adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; could exacerbate inflation, diminish investment and result in broader negative impacts, economic instability and capital markets dislocation that may adversely impact demand for our products; and could hinder collection efforts in our Products & Healthcare Services segment. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability may decline. The U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Though the risks identified above in certain cases have already adversely impacted part of our business, the full impact of these tariffs and other actions on us and on our business partners remains highly uncertain and subject to rapid change. In addition, certain governments have implemented policies to induce re-shoring of supply chains, reduce reliance on imported supplies and promote national production.

Risks Related to a Sale of Our Products & Healthcare Services Segment

We may sell our Product & Healthcare Services segment, and there may be negative impacts on our business, financial results, and operations.

On February 28, 2025, we announced that we are actively engaged in discussions regarding the potential sale of our Products & Healthcare Services segment.

Although we are actively engaged in discussions regarding the potential sale of the Products & Healthcare Services segment, there is no set timetable for the potential sale, and we have not entered into any definitive documentation with respect to any such sale. Unanticipated developments, including disruptions to our business due to macro-economic factors or otherwise, market conditions, negotiating challenges, the uncertainty of the financial markets, changes in the law, and challenges in negotiation and consummation of a sale, could delay or prevent a sale of the Products & Healthcare Services segment. There can be no assurance that any current or future discussions will lead to a sale of the Products & Healthcare Services segment, or as to the timing, structure or terms of any such sale.

If we are able to negotiate and consummate a sale of the Products & Healthcare Services segment, then following any such sale, we will be a smaller, less diversified company with a single segment, Patient Direct. If we complete the sale of our Products & Healthcare Services segment, we may be more vulnerable to changing market conditions, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, the diversification of revenue, costs, and cash flows will diminish, such that our results of

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operations, cash flows, working capital, effective tax rate, and financing requirements may be subject to increased volatility and our ability to fund capital expenditures and investments and service debt may be diminished.

Even if we are able to consummate a sale of the Products & Healthcare Services segment, we may be unable to achieve the full strategic and financial benefits that we believe we may be able to achieve through a sale of our Products & Healthcare Services segment, or such benefits may be delayed or may never occur at all. For example, we believe a sale could provide the following benefits, among others:

●

directing capital toward the higher growth and higher margin Patient Direct segment;

●

applying proceeds from any such sale to repay certain of our indebtedness; and

●

deleveraging the business from any such sale to repay certain of our indebtedness.

We may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the possibility that the sale process will be abandoned, or will otherwise not be completed, (ii) the proceeds that we receive for our Products & Healthcare Services segment are less than we expected, (iii) the possibility that we may not benefit as expected from the increased focus on our Patient Direct segment and simpler business model made possible by the sale, (iv) the risk of litigation, injunctions or other legal proceedings relating to the sale, (v) unforeseen costs and expenses that will be incurred in connection with the sale process and (vi) the sale will require significant amounts of management time and effort, which may divert management attention from operating and growing the Patient Direct segment. If we fail to achieve some or all of the benefits we expect to achieve as a result of the sale of our Products & Healthcare Services segment, or if such benefits are delayed, our business, results of operations, financial condition and cash flows could be materially and adversely affected.

We have already incurred expenses in connection with exploring a sale of the Products & Healthcare Services segment and expect that the process of negotiating and ultimately consummating any ultimate sale will be time-consuming and involve significant additional costs and expenses. Furthermore, we expect that any sale of Products & Healthcare Services segment will result in division costs, which may be greater than we anticipate and/or may be significant.

Furthermore, the sale process could cause disruptions and create uncertainty surrounding our business and affect our relationships with our customers, suppliers and teammates. Although we intend to take actions to reduce any adverse effects, these uncertainties could cause customers, suppliers and others that deal with us to seek to change existing business relationships. In addition, teammate retention could be negatively impacted. If key teammates depart because of concerns relating to the uncertainty, our business could be harmed. Investor perceptions about the announcement could have a negative impact on the trading prices of our debt.

In connection with any sale of the Products & Healthcare Services segment, we may be required to provide certain transitional services which may divert management’s attention and harm our business.

In connection with any sale of the Products & Healthcare Services segment, we anticipate that we may be required to provide certain services to a buyer for a transitional period. Any such transitional services arrangements may be in exchange for fees that do not fully compensate us for the cost of providing such transitional services and may also divert management’s attention and resources, any of which could harm our business.

Certain contracts used in our business may need to be replaced in connection with any sale of the Products & Healthcare Services segment and failure to obtain such replacement contracts could increase our expenses or otherwise adversely affect our results of operations.

In connection with any sale of Products & Healthcare Services segment, we may be required to replace certain shared contracts. It is possible that, in connection with the replacement process, some parties may seek more favorable contractual terms from us. If we are unable to obtain such replacement contracts, the loss of these contracts could increase our expenses or otherwise materially adversely affect our business, results of operations and financial condition.

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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The following table summarizes share repurchase activity by month during the three months ended March 31, 2025.


(in thousands, except per share data)
Period	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program ⁽¹⁾		Approximate Dollar Value of Shares That May Yet be Purchased Under the Program ⁽²⁾
February 26-February 28, 2025	—	$	—	—	$	100,000
March 1-March 31, 2025	173	$	8.66	173	$	98,500
Total	173			173

(1)

(2)

During the three months ended March 31, 2025, we repurchased and retired approximately 0.2 million shares of our common stock in open market transactions for an aggregate of $1.5 million.

Item 5. Other Information.

During the three months ended March 31, 2025, none of our directors or officers informed us of the adoption or termination of a trading plan intended to satisfy Rule 10b5-1(c).

Item 6. Exhibits

(a)

Exhibits

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31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Owens & Minor, Inc.
	(Registrant)

Date: May 8, 2025	/s/ Edward A. Pesicka
	Edward A. Pesicka
	President, Chief Executive Officer & Director

Date: May 8, 2025	/s/ Jonathan A. Leon
	Jonathan A. Leon
	Executive Vice President & Chief Financial Officer

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward A. Pesicka, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Owens & Minor, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 8, 2025

/s/ Edward A. Pesicka
Edward A. Pesicka
President, Chief Executive Officer & Director

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan A. Leon, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Owens & Minor, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 8, 2025

/s/ Jonathan A. Leon
Jonathan A. Leon
Executive Vice President & Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Owens & Minor, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward A. Pesicka, President, Chief Executive Officer & Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Edward A. Pesicka
Edward A. Pesicka
President, Chief Executive Officer & Director
Owens & Minor, Inc.
May 8, 2025

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Owens & Minor, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan A. Leon, Executive Vice President & Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jonathan A. Leon
Jonathan A. Leon
Executive Vice President & Chief Financial Officer
Owens & Minor, Inc.
May 8, 2025

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2025	Apr. 30, 2025
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	1-9810
Entity Registrant Name	Owens & Minor, Inc.
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1701843
Entity Address, Address Line One	10900 Nuckols Road, Suite 400
Entity Address, City or Town	Glen Allen
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23060
City Area Code	804
Local Phone Number	723-7000
Title of 12(b) Security	Common Stock, $2 par value per share
Trading Symbol	OMI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller reporting company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		76,614,139
Entity Central Index Key	0000075252
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Income Statement [Abstract]
Net revenue	$ 2,632,048	$ 2,612,680
Costs and expenses:
Cost of goods sold	2,106,035	2,077,151
Distribution, selling and administrative expenses	462,352	477,613
Acquisition-related charges and intangible amortization	29,674	20,313
Exit and realignment charges, net	31,226	27,356
Gross profit	526,013	535,529
Other operating expense (income), net	2,637	551
Operating income	124	9,696
Interest expense, net	33,959	35,655
Other expense, net	1,239	1,153
Loss before income taxes	(35,074)	(27,112)
Income tax benefit	(10,092)	(5,226)
Net loss	$ (24,982)	$ (21,886)
Basic loss per common share:
Net loss per common share Basic (in dollars per share)	$ (0.32)	$ (0.29)
Diluted loss per common share:
Net loss per common share Diluted (in dollars per share)	$ (0.32)	$ (0.29)

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,982)	$ (21,886)
Other comprehensive income (loss) net of tax:
Currency translation adjustments	5,957	(13,266)
Change in unrecognized net periodic pension costs	795	235
Change in gains and losses on derivative instruments	(1,619)	1,412
Total other comprehensive income (loss), net of tax	5,133	(11,619)
Comprehensive loss	$ (19,849)	$ (33,505)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 59,436	$ 49,382
Accounts receivable, net of allowances of $6,371 and $6,238	580,175	690,241
Merchandise inventories	1,408,539	1,131,879
Other current assets	158,048	149,515
Total current assets	2,206,198	2,021,017
Property and equipment, net of accumulated depreciation and amortization of $582,286 and $565,119	520,332	509,347
Operating lease assets	383,111	355,627
Goodwill	1,331,931	1,331,281
Intangible assets, net	285,086	298,726
Other assets, net	129,766	140,158
Total assets	4,856,424	4,656,156
Current liabilities
Accounts payable	1,380,736	1,228,691
Accrued payroll and related liabilities	87,388	151,039
Current portion of long-term debt	49,947	45,549
Other current liabilities	442,144	426,773
Total current liabilities	1,960,215	1,852,052
Long-term debt, excluding current portion	1,897,515	1,808,047
Operating lease liabilities, excluding current portion	324,032	286,212
Deferred income taxes, net	16,307	22,456
Other liabilities	87,376	101,025
Total liabilities	4,285,445	4,069,792
Commitments and contingencies
Equity
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 77,220 shares and 77,199 shares	154,439	154,398
Paid-in capital	459,731	454,151
Retained earnings	1,020	27,159
Accumulated other comprehensive loss	(44,211)	(49,344)
Total equity	570,979	586,364
Total liabilities and equity	$ 4,856,424	$ 4,656,156

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Allowances for losses on accounts receivable	$ 6,371	$ 6,238
Accumulated depreciation and amortization	$ 582,286	$ 565,119
Common stock, par value (in dollar per share)	$ 2	$ 2
Common stock, authorized (shares)	200,000	200,000
Common stock, issued (shares)	77,220	77,199
Commons stock, outstanding (shares)	77,220	77,199

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Operating activities:
Net loss	$ (24,982)	$ (21,886)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	61,153	74,095
Share-based compensation expense	6,928	6,866
Deferred income tax benefit	(6,240)	(3,659)
Changes in operating lease right-of-use assets and lease liabilities	14,452	1,139
Gain from sale and dispositions of patient service equipment, property and equipment	(5,353)	(15,619)
Changes in operating assets and liabilities:
Accounts receivable, net	111,613	(74,963)
Merchandise inventories	(274,589)	(35,412)
Accounts payable	157,668	52,926
Net change in other assets and liabilities	(76,476)	(39,617)
Other, net	760	3,168
Cash used for operating activities	(35,066)	(52,962)
Investing activities:
Acquisition, net of cash acquired	(55,697)	(45,997)
Proceeds from sale of property and equipment	16,884	49,538
Additions to computer software	(8,977)	(3,411)
Other, net	(410)	(2,000)
Cash used for investing activities	(48,200)	(1,870)
Financing activities:
Borrowings under amended Receivables Financing Agreement	0	205,000
Repayments under amended Receivables Financing Agreement	0	(139,300)
Borrowings under Revolving Credit Facility	776,984	0
Repayments under Revolving Credit Facility	(679,484)	0
Repayments of term loans	0	(4,625)
Repurchase of common stock	(1,503)	0
Other, net	(3,219)	(7,755)
Cash provided by financing activities	92,778	53,320
Effect of exchange rate changes on cash, cash equivalents and restricted cash	542	(618)
Net increase (decrease) in cash, cash equivalents and restricted cash	10,054	(2,130)
Cash, cash equivalents and restricted cash at beginning of period	49,382	272,924
Cash, cash equivalents and restricted cash at end of period	59,436	270,794
Supplemental disclosure of cash flow information:
Income taxes paid, net	125	2,365
Interest paid	27,487	18,211
Noncash investing activity:
Unpaid purchases of property and equipment and computer software at end of period	$ 81,085	$ 69,368

Condensed Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total
Beginning balance (in shares) at Dec. 31, 2023	76,546
Beginning balance at Dec. 31, 2023	$ 153,092	$ 434,185	$ 389,845	$ (31,818)	$ 945,304
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(21,886)		(21,886)
Other comprehensive loss				(11,619)	(11,619)
Share-based compensation expense, exercises and other (in shares)	97
Share-based compensation expense, exercises and other	$ (195)	4,402			4,207
Ending balance (in shares) at Mar. 31, 2024	76,449
Ending balance at Mar. 31, 2024	$ 152,897	438,587	367,959	(43,437)	$ 916,006
Beginning balance (in shares) at Dec. 31, 2024	77,199				77,199
Beginning balance at Dec. 31, 2024	$ 154,398	454,151	27,159	(49,344)	$ 586,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(24,982)		(24,982)
Other comprehensive loss				5,133	5,133
Share-based compensation expense, exercises and other (in shares)	194
Share-based compensation expense, exercises and other	$ 387	5,580			5,967
Shares repurchased and retired	$ (346)		(1,157)		$ (1,503)
Shares repurchased and retired (in shares)	173				200
Ending balance (in shares) at Mar. 31, 2025	77,220				77,220
Ending balance at Mar. 31, 2025	$ 154,439	$ 459,731	$ 1,020	$ (44,211)	$ 570,979

Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024
Statement of Stockholders' Equity [Abstract]
Common stock, par value (in dollar per share)	$ 2	$ 2	$ 2

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1—Summary of Significant Accounting Policies

Reclassifications. Certain prior period amounts have been reclassified to conform to current year presentation.

earned on a straight-line basis over the noncancelable lease term. We recorded $147 million for the three months ended March 31, 2025 and 2024 in revenue related to equipment we rent to patients.

Fair Value

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value

Note 2—Fair Value

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Note 3—Goodwill and Intangible Assets

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill at March 31, 2025:


			Products &
			Healthcare
	Patient Direct		Services		Consolidated
Carrying amount of goodwill, December 31, 2024	$	1,228,140	$	103,141	$	1,331,281
Currency translation adjustments		—		650		650
Carrying amount of goodwill, March 31, 2025	$	1,228,140	$	103,791	$	1,331,931

Intangible assets subject to amortization, which exclude indefinite-lived intangible assets, at March 31, 2025 and December 31, 2024 were as follows:


	March 31, 2025						December 31, 2024
	Customer				Other		Customer				Other
	Relationships		Tradenames		Intangibles		Relationships		Tradenames		Intangibles
Gross intangible assets	$	330,883	$	202,000	$	73,055	$	330,412	$	202,000	$	73,055
Accumulated amortization		(174,250)		(94,105)		(54,497)		(167,824)		(89,214)		(51,703)
Net intangible assets	$	156,633	$	107,895	$	18,558	$	162,588	$	112,786	$	21,352
Weighted average useful life		14 years		10 years		6 years		14 years		10 years		6 years

As of March 31, 2025, based on the current carrying value of intangible assets subject to amortization, estimated amortization expense were as follows:


Year
2025 (remainder)	$	40,833
2026		50,092
2027		41,743
2028		32,027
2029		25,881
Thereafter		92,510
Total future amortization	$	283,086

Exit and Realignment Costs, Net

3 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

Exit and Realignment Costs

Note 4—Exit and Realignment Costs, Net

Exit and realignment charges, net were $31 million and $27 million for the three months ended March 31, 2025 and 2024.


	Total
Accrued exit and realignment costs, December 31, 2024	$	14,099
Provision for exit and realignment activities:
Severance		3,142
Professional fees		15,876
IT strategic initiatives		304
Other		3,558
Cash payments		(17,353)
Accrued exit and realignment costs, March 31, 2025	$	19,626

Accrued exit and realignment costs, December 31, 2023	$	20,047
Provision for exit and realignment activities:
Severance		184
Professional fees		25,625
Other		2,493
Cash payments		(11,728)
Accrued exit and realignment costs, March 31, 2024	$	36,621

Debt

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Debt

Note 5—Debt

Debt, net of unamortized deferred financing costs, consists of the following:


	March 31, 2025				December 31, 2024
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Term Loan A	$	323,379	$	327,066	$	322,957	$	327,066
Revolving Credit Facility		97,500		97,500		—		—
4.500% Senior Notes, due March 2029		474,251		401,648		473,976		427,117
Term Loan B		500,525		488,966		499,871		518,665
6.625% Senior Notes, due April 2030		542,774		483,105		542,311		518,671
Finance leases and other		9,033		9,033		14,481		14,481
Total debt		1,947,462		1,807,318		1,853,596		1,806,000
Less current maturities		(49,947)		(49,947)		(45,549)		(45,549)
Long-term debt	$	1,897,515	$	1,757,371	$	1,808,047	$	1,760,451

The 2029 Unsecured Notes and the 2030 Unsecured Notes are subordinated to any of our secured indebtedness, including indebtedness under our credit agreements.

As of March 31, 2025, scheduled future principal payments of debt, excluding finance leases and other, were as follows:


Year
2025 (remainder)	$	47,500
2026		—
2027		376,250
2028		—
2029		989,654
2030		552,189

Current maturities at March 31, 2025 include $47.5 million in current borrowings on our Revolving Credit Facility and $2.4 million in current portion of finance leases and other.

Retirement Plans

3 Months Ended

Mar. 31, 2025

Retirement Benefits [Abstract]

Retirement Plans

Note 6—Retirement Plans

Derivatives

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Note 7—Derivatives

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2025:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

250,000

March 2027

Other assets, net

3,926

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

38,573

April 2025

Other current assets

—

Other current liabilities

215

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2024:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

300,000

March 2027

Other assets, net

6,113

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

43,238

January 2025

Other current assets

Other current liabilities

255

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2025:



	Amount of Gain Recognized in Other Comprehensive Income (Loss)		Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	(1,078)	Interest expense, net	$	(33,959)	$	1,110

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

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2024:



		Amount of Gain Recognized in Other Comprehensive Income (Loss)	Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income		Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	4,557	Interest expense, net	$	(35,655)	$	2,649

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

For the three months ended March 31, 2025 and 2024, we recognized a gain of $4.2 million and a loss of $4.2 million associated with our economic (non-designated) foreign currency contracts.

Income Taxes

3 Months Ended

Mar. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Note 8—Income Taxes

Net Loss per Common Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 9—Net Loss per Common Share

The following summarizes the calculation of net loss per common share attributable to common shareholders for the three months ended March 31, 2025 and 2024:


	Three Months Ended
	March 31,
(in thousands, except per share data)	2025		2024
Net loss	$	(24,982)	$	(21,886)

Weighted average shares outstanding - basic		77,272		76,319
Dilutive shares		—		—
Weighted average shares outstanding - diluted		77,272		76,319

Net loss per common share:
Basic	$	(0.32)	$	(0.29)
Diluted	$	(0.32)	$	(0.29)

Accumulated Other Comprehensive (Loss) Income

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Accumulated Other Comprehensive (Loss) Income

Note 10—Accumulated Other Comprehensive (Loss) Income

The following table shows the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2025 and 2024:


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2024	$	(5,770)	$	(48,099)	$	4,525	$	(49,344)
Other comprehensive income (loss) before reclassifications		953		5,957		(1,078)		5,832
Income tax		(247)		—		280		33
Other comprehensive income (loss) before reclassifications, net of tax		706		5,957		(798)		5,865
Amounts reclassified from accumulated other comprehensive income (loss)		120		—		(1,110)		(990)
Income tax		(31)		—		289		258
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		89		—		(821)		(732)
Other comprehensive income (loss)		795		5,957		(1,619)		5,133
Accumulated other comprehensive (loss) income, March 31, 2025	$	(4,975)	$	(42,142)	$	2,906	$	(44,211)


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2023	$	(5,115)	$	(32,954)	$	6,251	$	(31,818)
Other comprehensive income (loss)before reclassifications		234		(13,266)		4,557		(8,475)
Income tax		(59)		—		(1,185)		(1,244)
Other comprehensive income (loss) before reclassifications, net of tax		175		(13,266)		3,372		(9,719)
Amounts reclassified from accumulated other comprehensive income (loss)		81		—		(2,649)		(2,568)
Income tax		(21)		—		689		668
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		60		—		(1,960)		(1,900)
Other comprehensive income (loss)		235		(13,266)		1,412		(11,619)
Accumulated other comprehensive (loss) income, March 31, 2024	$	(4,880)	$	(46,220)	$	7,663	$	(43,437)

Segment Information

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Segment Information

Note 11—Segment Information

The following tables present financial information by segment:


	Three Months Ended March 31, 2025
		Products & Healthcare Services		Patient Direct		Consolidated
Net revenue	$	1,958,164	$	673,884	$	2,632,048
Cost of goods sold		1,751,393		354,642
Distribution, selling and administrative expenses		203,517		258,835
Other operating expense, net		2,101		266
Segment income	$	1,153	$	60,141		61,294
Acquisition-related charges and intangible amortization						(29,674)
Exit and realignment charges, net						(31,226)
Litigation and related charges ⁽¹⁾						(270)
Operating income					$	124
Capital expenditures	$	17,716	$	46,958	$	64,674

(1)


	Three Months Ended March 31, 2024
		Products & Healthcare Services		Patient Direct		Consolidated
Net revenue	$	1,974,837	$	637,843	$	2,612,680
Cost of goods sold		1,738,900		338,251
Distribution, selling and administrative expenses		224,081		253,532
Other operating expense, net		370		181
Segment income	$	11,486	$	45,879		57,365
Acquisition-related charges and intangible amortization						(20,313)
Exit and realignment charges, net						(27,356)
Operating income					$	9,696
Capital expenditures	$	8,250	$	41,158	$	49,408



	Three Months Ended
	March 31,
		2025		2024
Share-based compensation:
Products & Healthcare Services	$	4,068	$	4,769
Patient Direct		2,530		1,407
Other ⁽¹⁾		330		690
Consolidated share-based compensation:	$	6,928	$	6,866

Depreciation and amortization:
Products & Healthcare Services	$	10,833	$	11,547
Patient Direct		35,334		36,465
Intangible amortization		13,785		20,289
Other ⁽²⁾		1,201		5,794
Consolidated depreciation and amortization:	$	61,153	$	74,095

(1)

(2)

Other depreciation and amortization expense is captured within exit and realignment charges, net for the three months ended March 31, 2025 and 2024.


	March 31, 2025		December 31, 2024
Total assets:
Products & Healthcare Services	$	2,630,037	$	2,429,513
Patient Direct		2,166,951		2,177,261
Segment assets		4,796,988		4,606,774
Cash and cash equivalents		59,436		49,382
Consolidated total assets	$	4,856,424	$	4,656,156

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
	March 31,
	2025		2024
Net revenue:
United States	$	2,580,716	$	2,550,610
International		51,332		62,070
Consolidated net revenue	$	2,632,048	$	2,612,680

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Recent Accounting Pronouncements

Note 12—Recent Accounting Pronouncements

Commitments, Contingent Liabilities, and Legal Proceedings

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingent Liabilities, and Legal Proceedings

Note 13—Commitments, Contingent Liabilities, and Legal Proceedings

Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for disclosure of other material contractual obligations.

Shareholders' Equity

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Shareholders' Equity

Note 14—Shareholders Equity

Subsequent Events

3 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 15—Subsequent Events

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (24,982)	$ (21,886)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2025
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. We report our business under two distinct segments: Products & Healthcare Services and Patient Direct. The Products & Healthcare Services segment includes our United States (U.S.) distribution division (Medical Distribution), including outsourced logistics and value-added services and our Global Products division which manufactures and sources medical surgical products through our production and kitting operations. Our Patient Direct segment provides 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 U.S.
Revision of Prior Period Consolidated Financial Statements	Revision of Prior Period Condensed Consolidated Financial Statements. We revised our prior period financial statements to correct for a prior period accounting error that impacted our beginning retained earnings balance and total equity. The error, which was discovered during the first quarter of 2025, related to the over accrual of accounts payable that had accumulated over multiple years. We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error was not material to any of our previously reported financial statements based upon the nature of the error, including the immaterial annual quantitative impacts to prior period condensed consolidated statements of operations. Accordingly, the error was corrected through beginning retained earnings as of the earliest balance sheet date presented. The cumulative impact of the error correction on our retained earnings and total equity as of the earliest balance sheet date presented, was an increase of $21 million. The error also resulted in a cumulative $23 million reduction to accounts payable, a $1.6 million increase to other current liabilities, and a $0.5 million increase to other liabilities as of December 31, 2023.
Cash and Cash Equivalents	Cash, Cash Equivalents. Cash and cash equivalents include cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash and cash equivalents are held in cash depository accounts in major banks in North America, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us would be classified as restricted cash. There was no restricted cash as of March 31, 2025 and December 31, 2024.
Rental Revenue	Rental Revenue. Within our Patient Direct segment, revenues are recognized under fee-for-service arrangements for equipment we rent to patients and sales of equipment, supplies and other items we sell to patients. Revenue that is generated from equipment that we rent to patients is primarily recognized over the noncancelable rental period, typically one month, and commences on delivery of the equipment to the patients. Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients. Rental revenue, less estimated adjustments, is recognized as earned on a straight-line basis over the noncancelable lease term. We recorded $147 million for the three months ended March 31, 2025 and 2024 in revenue related to equipment we rent to patients.
Receivables Purchase Agreement	Receivables Purchase Agreement. On March 14, 2023, we entered into the Master Receivables Purchase Agreement (RPA), pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $200 million are sold, on a limited-recourse basis, to the Purchaser (as defined therein) in exchange for cash. We account for these transactions as sales with the sold receivables removed from our condensed consolidated balance sheets. Under the RPA, we provide certain servicing and collection actions on behalf of the Purchaser; however, we do not maintain any beneficial interest in the accounts receivable sold. The RPA is separate and distinct from the Receivables Financing Agreement and the amendment as described below. As a result of the amendment described below, the RPA was not utilized in the three months ended March 31, 2025. Proceeds from the sale of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances, in the condensed consolidated balance sheets. Cash received from the sale of accounts receivable, net of payments made to the Purchaser, is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows. Total accounts receivable sold under the RPA were $515 million for the three months ended March 31, 2024. During the three months ended March 31, 2024, we received net cash proceeds of $512 million from the sale of accounts receivable under the RPA and collected $536 million of the sold accounts receivable. The losses on sale of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the condensed consolidated statements of operations were $3.3 million for the three months ended March 31, 2024.
Receivables Sale Program	Receivables Sale Program. On October 18, 2024, O&M Funding and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, entered into a Receivables Purchase Agreement (the Receivables Sale Program) with financial institutions from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. The Receivables Sale Program amends and restates in its entirety, the Receivables Financing Agreement. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets. Under the Receivables Sale Program, we provide certain servicing and collection actions on behalf of the Purchasers; however, we do not maintain any beneficial interest in the accounts receivable sold. Proceeds from the sales of accounts receivable are recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net of allowances in the condensed consolidated balance sheets. Cash received from the sales of accounts receivable, is reflected in the change in accounts receivable within cash provided by operating activities in the condensed consolidated statements of cash flows. Total accounts receivable sold and net cash proceeds under the Receivables Sale program were $343 million during the three months ended March 31, 2025. We collected $209 million of the sold accounts receivable for the three months ended March 31, 2025. The losses on sales of accounts receivable, inclusive of professional fees incurred to establish the agreement, recorded in other operating expense, net in the condensed consolidated statements of operations were $2.1 million for the three months ended March 31, 2025. As of March 31, 2025 and December 31, 2024, there was a total of $200 million and $70 million of uncollected accounts receivable sold and removed from our condensed consolidated balance sheet under the Receivables Sale Program.
Acquisition-Related Charges and Intangible Amortization	Acquisition-Related Charges and Intangible Amortization. Acquisition-related charges consist of one-time costs related to the planned acquisition of Rotech Healthcare Holdings Inc. (Rotech), which consisted primarily of legal and professional fees. For the three months ended March 31, 2025, we incurred $16 million of acquisition-related costs. Acquisition-related charges and intangible amortization also include amortization of intangible assets established during acquisition method of accounting for business combinations. These amounts are highly dependent on the size and frequency of acquisitions.
Fair Value Measurements	Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3). The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the condensed consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The estimated fair value of our reporting units determined during a quantitative review of goodwill utilizes unobservable inputs (Level 3).The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 5 for the fair value of debt. The fair value of our derivative contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 7 for the fair value of derivatives. Our acquisitions may include contingent consideration as part of the purchase price. The fair value of contingent consideration is estimated as of the acquisition date and at the end of each subsequent reporting period based on the present value of the contingent payments to be made using a weighted probability of possible payments (Level 3). Subsequent changes in fair value are recorded as adjustments to acquisition-related charges and intangible amortization within the condensed consolidated statements of operations.
Recent Accounting Pronouncements	In December 2023, the FASB Issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require additional annual income tax disclosures, including disclosure of reconciling items by jurisdiction and nature to the extent those items exceed a specified threshold. In addition, this ASU will require disclosure of income taxes paid, net of refunds received disaggregated by federal, state, and foreign and by jurisdiction if the amount is more than 5% of total income tax payments, net of refunds received. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which will require additional disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for us in annual periods beginning after December 15, 2026. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We expect this ASU to only impact our disclosures with no impacts to our results of operations, financial condition and cash flows.

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill at March 31, 2025:


			Products &
			Healthcare
	Patient Direct		Services		Consolidated
Carrying amount of goodwill, December 31, 2024	$	1,228,140	$	103,141	$	1,331,281
Currency translation adjustments		—		650		650
Carrying amount of goodwill, March 31, 2025	$	1,228,140	$	103,791	$	1,331,931

Summary of intangible assets subject to amortization, which exclude indefinite-lived intangible assets

Intangible assets subject to amortization, which exclude indefinite-lived intangible assets, at March 31, 2025 and December 31, 2024 were as follows:


	March 31, 2025						December 31, 2024
	Customer				Other		Customer				Other
	Relationships		Tradenames		Intangibles		Relationships		Tradenames		Intangibles
Gross intangible assets	$	330,883	$	202,000	$	73,055	$	330,412	$	202,000	$	73,055
Accumulated amortization		(174,250)		(94,105)		(54,497)		(167,824)		(89,214)		(51,703)
Net intangible assets	$	156,633	$	107,895	$	18,558	$	162,588	$	112,786	$	21,352
Weighted average useful life		14 years		10 years		6 years		14 years		10 years		6 years

Schedule of estimated amortization expense

As of March 31, 2025, based on the current carrying value of intangible assets subject to amortization, estimated amortization expense were as follows:


Year
2025 (remainder)	$	40,833
2026		50,092
2027		41,743
2028		32,027
2029		25,881
Thereafter		92,510
Total future amortization	$	283,086

Exit and Realignment Costs, Net (Tables)

3 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

Schedule of Exit and Realignment Cost Accrual Activity


	Total
Accrued exit and realignment costs, December 31, 2024	$	14,099
Provision for exit and realignment activities:
Severance		3,142
Professional fees		15,876
IT strategic initiatives		304
Other		3,558
Cash payments		(17,353)
Accrued exit and realignment costs, March 31, 2025	$	19,626

Accrued exit and realignment costs, December 31, 2023	$	20,047
Provision for exit and realignment activities:
Severance		184
Professional fees		25,625
Other		2,493
Cash payments		(11,728)
Accrued exit and realignment costs, March 31, 2024	$	36,621

Debt (Tables)

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Schedule of Debt

Debt, net of unamortized deferred financing costs, consists of the following:


	March 31, 2025				December 31, 2024
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Term Loan A	$	323,379	$	327,066	$	322,957	$	327,066
Revolving Credit Facility		97,500		97,500		—		—
4.500% Senior Notes, due March 2029		474,251		401,648		473,976		427,117
Term Loan B		500,525		488,966		499,871		518,665
6.625% Senior Notes, due April 2030		542,774		483,105		542,311		518,671
Finance leases and other		9,033		9,033		14,481		14,481
Total debt		1,947,462		1,807,318		1,853,596		1,806,000
Less current maturities		(49,947)		(49,947)		(45,549)		(45,549)
Long-term debt	$	1,897,515	$	1,757,371	$	1,808,047	$	1,760,451

Schedule of Maturities of Long-Term Debt

As of March 31, 2025, scheduled future principal payments of debt, excluding finance leases and other, were as follows:


Year
2025 (remainder)	$	47,500
2026		—
2027		376,250
2028		—
2029		989,654
2030		552,189

Derivatives (Tables)

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of March 31, 2025:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

250,000

March 2027

Other assets, net

3,926

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

38,573

April 2025

Other current assets

—

Other current liabilities

215

The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2024:

Notional

Derivative Assets

Derivative Liabilities

Amount

Maturity Date

Classification

Fair Value

Classification

Fair Value

Cash flow hedges

Interest rate swaps

300,000

March 2027

Other assets, net

6,113

Other liabilities

—

Economic (non-designated) hedges

Foreign currency contracts

43,238

January 2025

Other current assets

Other current liabilities

255

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2025:



	Amount of Gain Recognized in Other Comprehensive Income (Loss)		Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	(1,078)	Interest expense, net	$	(33,959)	$	1,110

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

The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three months ended March 31, 2024:



		Amount of Gain Recognized in Other Comprehensive Income (Loss)	Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income		Total Amount of Expense Line Items Presented in the Condensed Consolidated Statement of Operations in Which the Effects are Recorded		Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Net Loss
Interest rate swaps	$	4,557	Interest expense, net	$	(35,655)	$	2,649

Net Loss per Common Share (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Summary of Calculation of Net Loss per Common Share

The following summarizes the calculation of net loss per common share attributable to common shareholders for the three months ended March 31, 2025 and 2024:


	Three Months Ended
	March 31,
(in thousands, except per share data)	2025		2024
Net loss	$	(24,982)	$	(21,886)

Weighted average shares outstanding - basic		77,272		76,319
Dilutive shares		—		—
Weighted average shares outstanding - diluted		77,272		76,319

Net loss per common share:
Basic	$	(0.32)	$	(0.29)
Diluted	$	(0.32)	$	(0.29)

Accumulated Other Comprehensive (Loss) Income (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Schedule of Accumulated Other Comprehensive (Loss) Income

The following table shows the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2025 and 2024:


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2024	$	(5,770)	$	(48,099)	$	4,525	$	(49,344)
Other comprehensive income (loss) before reclassifications		953		5,957		(1,078)		5,832
Income tax		(247)		—		280		33
Other comprehensive income (loss) before reclassifications, net of tax		706		5,957		(798)		5,865
Amounts reclassified from accumulated other comprehensive income (loss)		120		—		(1,110)		(990)
Income tax		(31)		—		289		258
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		89		—		(821)		(732)
Other comprehensive income (loss)		795		5,957		(1,619)		5,133
Accumulated other comprehensive (loss) income, March 31, 2025	$	(4,975)	$	(42,142)	$	2,906	$	(44,211)


			Currency
	Retirement		Translation
	Plans		Adjustments		Derivatives		Total
Accumulated other comprehensive (loss) income, December 31, 2023	$	(5,115)	$	(32,954)	$	6,251	$	(31,818)
Other comprehensive income (loss)before reclassifications		234		(13,266)		4,557		(8,475)
Income tax		(59)		—		(1,185)		(1,244)
Other comprehensive income (loss) before reclassifications, net of tax		175		(13,266)		3,372		(9,719)
Amounts reclassified from accumulated other comprehensive income (loss)		81		—		(2,649)		(2,568)
Income tax		(21)		—		689		668
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		60		—		(1,960)		(1,900)
Other comprehensive income (loss)		235		(13,266)		1,412		(11,619)
Accumulated other comprehensive (loss) income, March 31, 2024	$	(4,880)	$	(46,220)	$	7,663	$	(43,437)

Segment Information (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Financial Information by Segment


	Three Months Ended March 31, 2025
		Products & Healthcare Services		Patient Direct		Consolidated
Net revenue	$	1,958,164	$	673,884	$	2,632,048
Cost of goods sold		1,751,393		354,642
Distribution, selling and administrative expenses		203,517		258,835
Other operating expense, net		2,101		266
Segment income	$	1,153	$	60,141		61,294
Acquisition-related charges and intangible amortization						(29,674)
Exit and realignment charges, net						(31,226)
Litigation and related charges ⁽¹⁾						(270)
Operating income					$	124
Capital expenditures	$	17,716	$	46,958	$	64,674

(1)


	Three Months Ended March 31, 2024
		Products & Healthcare Services		Patient Direct		Consolidated
Net revenue	$	1,974,837	$	637,843	$	2,612,680
Cost of goods sold		1,738,900		338,251
Distribution, selling and administrative expenses		224,081		253,532
Other operating expense, net		370		181
Segment income	$	11,486	$	45,879		57,365
Acquisition-related charges and intangible amortization						(20,313)
Exit and realignment charges, net						(27,356)
Operating income					$	9,696
Capital expenditures	$	8,250	$	41,158	$	49,408



	Three Months Ended
	March 31,
		2025		2024
Share-based compensation:
Products & Healthcare Services	$	4,068	$	4,769
Patient Direct		2,530		1,407
Other ⁽¹⁾		330		690
Consolidated share-based compensation:	$	6,928	$	6,866

Depreciation and amortization:
Products & Healthcare Services	$	10,833	$	11,547
Patient Direct		35,334		36,465
Intangible amortization		13,785		20,289
Other ⁽²⁾		1,201		5,794
Consolidated depreciation and amortization:	$	61,153	$	74,095

(1)

(2)

Other depreciation and amortization expense is captured within exit and realignment charges, net for the three months ended March 31, 2025 and 2024.

Schedule of Consolidated Total Assets


	March 31, 2025		December 31, 2024
Total assets:
Products & Healthcare Services	$	2,630,037	$	2,429,513
Patient Direct		2,166,951		2,177,261
Segment assets		4,796,988		4,606,774
Cash and cash equivalents		59,436		49,382
Consolidated total assets	$	4,856,424	$	4,656,156

Schedule of Financial Information by Geographic Area


	Three Months Ended
	March 31,
	2025		2024
Net revenue:
United States	$	2,580,716	$	2,550,610
International		51,332		62,070
Consolidated net revenue	$	2,632,048	$	2,612,680

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($) segment	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Oct. 18, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 14, 2023 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of Operating Segments \| segment	2
Retained earnings	$ 1,020		$ 27,159
Total equity	570,979	$ 916,006	586,364		$ 945,304
Accounts payable	1,380,736		1,228,691
Other current liabilities	442,144		426,773
Other liabilities	87,376		101,025
Restricted cash	0		0
Allowances for losses on accounts receivable	6,371		6,238
Uncollected accounts receivable	200,000		$ 70,000
Accounts Receivable, Sale		515,000
Losses on sale of accounts receivable	2,100
Cash proceeds from collection of accounts receivable	209,000
Net cash proceeds under the Receivables Sale program	343,000
Maximum outstanding amount of accounts receivable				$ 450,000
Distribution, selling and administrative expenses	462,352	477,613
Acquisition-related charges	16,000
Patient Direct
Summary Of Significant Accounting Policies [Line Items]
Net book value of dispositions	$ 12,000	9,600
Rental Equipment
Summary Of Significant Accounting Policies [Line Items]
Revenue related to equipment		147,000
Other Intangibles
Summary Of Significant Accounting Policies [Line Items]
Useful life	6 years		6 years
Master Receivables Purchase Agreement
Summary Of Significant Accounting Policies [Line Items]
Cash proceeds from sale of accounts receivable		512,000
Cash proceeds from collection of accounts receivable		536,000
Master Receivables Purchase Agreement \| Other operating (expense) income
Summary Of Significant Accounting Policies [Line Items]
Losses on sale of accounts receivable		$ 3,300
Master Receivables Purchase Agreement \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Uncollected accounts receivable						$ 200,000
Revision of Prior Period
Summary Of Significant Accounting Policies [Line Items]
Retained earnings	$ 21,000				21,000
Accounts payable					23,000
Other current liabilities					1,600
Other liabilities					$ 500

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible amortization	$ 13,785	$ 20,289
Goodwill	1,331,931		$ 1,331,281
Intangible assets, net	285,086		298,726
Patient Direct
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	1,228,140		1,228,140
Intangible assets, net	202,000		210,000
Products & Healthcare Services
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	103,791		$ 103,141
Intangible assets, net	$ 83,000	$ 89,000

Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 1,331,281
Currency translation adjustments	650
Goodwill, ending balance	1,331,931
Patient Direct
Goodwill [Roll Forward]
Goodwill, beginning balance	1,228,140
Currency translation adjustments	0
Goodwill, ending balance	1,228,140
Products & Healthcare Services
Goodwill [Roll Forward]
Goodwill, beginning balance	103,141
Currency translation adjustments	650
Goodwill, ending balance	$ 103,791

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net	$ 285,086	$ 298,726
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	330,883	330,412
Accumulated amortization	(174,250)	(167,824)
Intangible assets, net	$ 156,633	$ 162,588
Weighted average useful life	14 years	14 years
Tradenames
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 202,000	$ 202,000
Accumulated amortization	(94,105)	(89,214)
Intangible assets, net	$ 107,895	$ 112,786
Weighted average useful life	10 years	10 years
Other Intangibles
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 73,055	$ 73,055
Accumulated amortization	(54,497)	(51,703)
Intangible assets, net	$ 18,558	$ 21,352
Weighted average useful life	6 years	6 years

Goodwill and Intangible Assets - Estimated future amortization expense (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Estimated future amortization expense
2025 (remainder)	$ 40,833
2026	50,092
2027	41,743
2028	32,027
2029	25,881
Thereafter	92,510
Total future amortization	$ 283,086

Exit and Realignment Costs, Net - Exit and realignment charges by segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Restructuring and Related Activities [Abstract]
Exit and realignment charges, net	$ 31,226	$ 27,356
Gain of associated with the sale		$ 7,400

Exit and Realignment Costs, Net - Accrual for Exit and Realignment Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Restructuring Reserve [Roll Forward]
Accrued exit and realignment charges, beginning balance	$ 14,099	$ 20,047
Cash payments	(17,353)	(11,728)
Accrued exit and realignment charges, ending balance	19,626	36,621
Severance
Restructuring Reserve [Roll Forward]
Restructuring charges	3,142	184
Professional fees
Restructuring Reserve [Roll Forward]
Restructuring charges	15,876	25,625
IT strategic initiatives - related costs
Restructuring Reserve [Roll Forward]
Restructuring charges	304
Other
Restructuring Reserve [Roll Forward]
Restructuring charges	$ 3,558	$ 2,493

Exit and Realignment Costs, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Restructuring Cost and Reserve [Line Items]
Gain of associated with the sale		$ 7.4
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag		costs that were expensed as incurred
Products & Healthcare Services
Restructuring Cost and Reserve [Line Items]
Incurred expensed costs		$ 6.5
Fusion5 \| Acquisition Related, Exit and Realignment Charges
Restructuring Cost and Reserve [Line Items]
Incurred expensed costs	$ 8.3

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Mar. 29, 2022	Mar. 10, 2021
Debt Instrument [Line Items]
Long-term debt	$ 1,897,515	$ 1,808,047
Revolving Credit Agreement
Debt Instrument [Line Items]
Long-term debt	$ 98,000
Senior Notes \| 4.500% Senior Notes, due March 2029
Debt Instrument [Line Items]
Interest rate of debt	4.50%			4.50%
Senior Notes \| 6.625% Senior Notes, due April 2030
Debt Instrument [Line Items]
Interest rate of debt	6.625%		6.625%
Carrying Amount
Debt Instrument [Line Items]
Total debt	$ 1,947,462	1,853,596
Less current maturities	(49,947)	(45,549)
Long-term debt	1,897,515	1,808,047
Carrying Amount \| Revolving Credit Agreement
Debt Instrument [Line Items]
Long-term debt	97,500
Carrying Amount \| Finance leases and other
Debt Instrument [Line Items]
Finance leases and other	9,033	14,481
Carrying Amount \| Senior Notes \| 4.500% Senior Notes, due March 2029
Debt Instrument [Line Items]
Long-term debt	474,251	473,976
Carrying Amount \| Senior Notes \| 6.625% Senior Notes, due April 2030
Debt Instrument [Line Items]
Long-term debt	542,774	542,311
Carrying Amount \| Secured Debt \| Term Loan A
Debt Instrument [Line Items]
Long-term debt	323,379	322,957
Carrying Amount \| Secured Debt \| Term Loan B
Debt Instrument [Line Items]
Long-term debt	500,525	499,871
Estimated Fair Value
Debt Instrument [Line Items]
Total debt	1,807,318	1,806,000
Less current maturities	(49,947)	(45,549)
Long-term debt	1,757,371	1,760,451
Estimated Fair Value \| Revolving Credit Agreement
Debt Instrument [Line Items]
Long-term debt	97,500
Estimated Fair Value \| Finance leases and other
Debt Instrument [Line Items]
Finance leases and other	9,033	14,481
Estimated Fair Value \| Senior Notes \| 4.500% Senior Notes, due March 2029
Debt Instrument [Line Items]
Long-term debt	401,648	427,117
Estimated Fair Value \| Senior Notes \| 6.625% Senior Notes, due April 2030
Debt Instrument [Line Items]
Long-term debt	483,105	518,671
Estimated Fair Value \| Secured Debt \| Term Loan A
Debt Instrument [Line Items]
Long-term debt	327,066	327,066
Estimated Fair Value \| Secured Debt \| Term Loan B
Debt Instrument [Line Items]
Long-term debt	$ 488,966	$ 518,665

Debt - Narrative (Details) $ in Thousands	Mar. 29, 2022 USD ($) item	Mar. 10, 2021 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Debt Instrument [Line Items]
Number of credit facilities \| item	2
Short-term finance lease and other			$ 2,400
Revolving Credit Agreement
Debt Instrument [Line Items]
Increase In maximum borrowing capacity	$ 150,000
Maximum borrowing capacity	450,000
Long-term debt			98,000
Long-term debt, maturity, principal payments			47,500
Revolving Credit Agreement \| Carrying Amount
Debt Instrument [Line Items]
Long-term debt			97,500
Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount			3,400	$ 2,900
Line of Credit
Debt Instrument [Line Items]
Line of credit facility, remaining borrowing capacity			318,000	419,000
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount			$ 34,000	31,000
Term Loan A
Debt Instrument [Line Items]
Face amount	500,000
Term Loan B
Debt Instrument [Line Items]
Face amount	600,000
4.500% Senior Notes, due March 2029 \| Senior Notes
Debt Instrument [Line Items]
Face amount		$ 500,000
Interest rate of debt		4.50%	4.50%
Debt issued, percent of par		100.00%
Effective yield percentage		4.50%
4.500% Senior Notes, due March 2029 \| Senior Notes \| Carrying Amount
Debt Instrument [Line Items]
Long-term debt			$ 474,251	473,976
6.625% Senior Notes, due April 2030 \| Senior Notes
Debt Instrument [Line Items]
Face amount	$ 600,000
Interest rate of debt	6.625%		6.625%
Debt issued, percent of par	100.00%
Effective yield percentage	6.625%
6.625% Senior Notes, due April 2030 \| Senior Notes \| Carrying Amount
Debt Instrument [Line Items]
Long-term debt			$ 542,774	$ 542,311

Debt - Schedule of Future Principal Payments of Debt (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Debt Disclosure [Abstract]
2025 (remainder)	$ 47,500
2026	0
2027	376,250
2028	0
2029	989,654
2030	$ 552,189

Retirement Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Type [Extensible Enumeration]	us-gaap:PensionPlansDefinedBenefitMember	us-gaap:PensionPlansDefinedBenefitMember
United States
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 31	$ 31

Derivatives - Summary of the terms and fair value of our outstanding derivative financial instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Economic (non-designated) hedges \| Foreign currency contracts
Derivative [Line Items]
Notional Amount	$ 38,573	$ 43,238
Cash flow hedges \| Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Notional Amount	250,000	300,000
Other assets, net \| Cash flow hedges \| Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Derivative Asset, Fair Value	3,926	6,113
Other current assets \| Economic (non-designated) hedges \| Foreign currency contracts
Derivative [Line Items]
Derivative Asset, Fair Value	0	8
Other liabilities \| Cash flow hedges \| Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Derivative Liabilities, Fair Value	0	0
Other current liabilities \| Economic (non-designated) hedges \| Foreign currency contracts
Derivative [Line Items]
Derivative Liabilities, Fair Value	$ 215	$ 255

Derivatives - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Derivatives - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2025	Mar. 31, 2024
Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Notional amount, incremental decreases	$ 50.0
Economic (non-designated) hedges \| Foreign currency contracts
Derivative [Line Items]
Loss on derivative not designed as hedging instrument	$ (4.2)	$ 4.2

Derivatives - Summary of the effect of cash flow hedge (Details) - Interest rate swaps - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income	$ (1,078)	$ 4,557
Interest expense, net \| Reclassification out of Accumulated Other Comprehensive Income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/ (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income	$ 1,110	$ 2,649

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Effective tax rate	28.80%	19.30%
Liability for unrecognized tax benefits	$ 36		$ 36
Settlement with taxing authority	44
Interest accrued	$ 13

Net Loss per Common Share - Summary of Calculation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Earnings Per Share [Abstract]
Net loss	$ (24,982)	$ (21,886)
Weighted average shares outstanding - basic	77,272	76,319
Dilutive shares	0	0
Weighted average shares outstanding - diluted	77,272	76,319
Basic loss per common share:
Net loss per common share, Basic (in dollars per share)	$ (0.32)	$ (0.29)
Diluted loss per common share:
Net loss per common share Diluted (in dollars per share)	$ (0.32)	$ (0.29)

Net Income (Loss) per Common Share - Narrative (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Earnings Per Share [Abstract]
Shares excluded from calculation of net loss Per diluted common share	1.8	1.6

Accumulated Other Comprehensive (Loss) Income - Schedule of Accumulated Other Comprehensive (Loss) Income By Component (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 586,364	$ 945,304
Total other comprehensive income (loss), net of tax	5,133	(11,619)
Ending balance	570,979	916,006
Retirement Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(5,770)	(5,115)
Other comprehensive income (loss) before reclassifications	953	234
Income tax	(247)	(59)
Other comprehensive income (loss) before reclassifications, net of tax	706	175
Amounts reclassified from accumulated other comprehensive income (loss)	120	81
Income tax	(31)	(21)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	89	60
Total other comprehensive income (loss), net of tax	795	235
Ending balance	(4,975)	(4,880)
Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(48,099)	(32,954)
Other comprehensive income (loss) before reclassifications	5,957	(13,266)
Income tax	0	0
Other comprehensive income (loss) before reclassifications, net of tax	5,957	(13,266)
Amounts reclassified from accumulated other comprehensive income (loss)	0	0
Income tax	0	0
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	0	0
Total other comprehensive income (loss), net of tax	5,957	(13,266)
Ending balance	(42,142)	(46,220)
Derivatives
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	4,525	6,251
Other comprehensive income (loss) before reclassifications	(1,078)	4,557
Income tax	280	(1,185)
Other comprehensive income (loss) before reclassifications, net of tax	(798)	3,372
Amounts reclassified from accumulated other comprehensive income (loss)	(1,110)	(2,649)
Income tax	289	689
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(821)	(1,960)
Total other comprehensive income (loss), net of tax	(1,619)	1,412
Ending balance	2,906	7,663
Total
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(49,344)	(31,818)
Other comprehensive income (loss) before reclassifications	5,832	(8,475)
Income tax	33	(1,244)
Other comprehensive income (loss) before reclassifications, net of tax	5,865	(9,719)
Amounts reclassified from accumulated other comprehensive income (loss)	(990)	(2,568)
Income tax	258	668
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(732)	(1,900)
Total other comprehensive income (loss), net of tax	5,133	(11,619)
Ending balance	$ (44,211)	$ (43,437)

Segment Information (Details)	3 Months Ended
Segment Information (Details)	Mar. 31, 2025 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Segment Information - Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Financial information by segment
Net revenue	$ 2,632,048	$ 2,612,680
Cost of goods sold	2,106,035	2,077,151
Distribution, selling and administrative expenses	462,352	477,613
Other operating expense, net	2,637	551
Operating income	124	9,696
Acquisition-related charges and intangible amortization	(29,674)	(20,313)
Exit and realignment charges, net	(31,226)	(27,356)
Capital expenditures	64,674	49,408
Share-based compensation	6,928	6,866
Other share-based compensation	330	690
Depreciation and amortization	61,153	74,095
Intangible amortization	13,785	20,289
Other depreciation and amortization	1,201	5,794
Products & Healthcare Services
Financial information by segment
Capital expenditures	17,716	8,250
Share-based compensation	4,068	4,769
Depreciation and amortization	10,833	11,547
Patient Direct
Financial information by segment
Capital expenditures	46,958	41,158
Share-based compensation	2,530	1,407
Depreciation and amortization	35,334	36,465
Operating Segments
Financial information by segment
Net revenue	2,632,048	2,612,680
Operating income	61,294	57,365
Operating Segments \| Products & Healthcare Services
Financial information by segment
Net revenue	1,958,164	1,974,837
Cost of goods sold	1,751,393	1,738,900
Distribution, selling and administrative expenses	203,517	224,081
Other operating expense, net	2,101	370
Operating income	1,153	11,486
Operating Segments \| Patient Direct
Financial information by segment
Net revenue	673,884	637,843
Cost of goods sold	354,642	338,251
Distribution, selling and administrative expenses	258,835	253,532
Other operating expense, net	266	181
Operating income	60,141	45,879
Segment Reconciling Items
Financial information by segment
Acquisition-related charges and intangible amortization	(29,674)	(20,313)
Exit and realignment charges, net	(31,226)	$ (27,356)
Litigation and related charges	$ (270)

Segment Information - Consolidated Total Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Segment Reporting, Asset Reconciling Item [Line Items]
Cash and cash equivalents	$ 59,436	$ 49,382
Consolidated total assets	4,856,424	4,656,156
Operating Segments
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	4,796,988	4,606,774
Operating Segments \| Products & Healthcare Services
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	2,630,037	2,429,513
Operating Segments \| Patient Direct
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	$ 2,166,951	$ 2,177,261

Segment Information - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Products & Healthcare Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Non-cash adjustments to merchandise inventory	$ 8.6	$ 5.4
Inventory valuation adjustments	1.6	6.4
Patient Direct
Segment Reporting, Revenue Reconciling Item [Line Items]
Net book value of sales and dispositions	$ 12.0	$ 9.6

Segment Information - Financial Information by Geographical Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated net revenue	$ 2,632,048	$ 2,612,680
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated net revenue	2,580,716	2,550,610
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Consolidated net revenue	$ 51,332	$ 62,070

Commitments, Contingent Liabilities, and Legal Proceedings (Details) - Rotech Healthcare Holdings Inc $ in Millions	Jul. 22, 2024 USD ($)
Other Commitments [Line Items]
Payments to acquire business in cash	$ 1,360
Business combination, anticipated tax benefits	40
Business combination, estimated consideration to be transferred	1,320
Business combination, termination fee	$ 70

Shareholders Equity (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions		3 Months Ended
	Feb. 26, 2025	Mar. 31, 2025
Equity [Abstract]
Share repurchase program authorized amount	$ 100,000
Stock repurchase program, period in force	24 months
Shares repurchased and retired (in shares)		0.2
Shares repurchased and retired		$ 1,503
Average price per share		$ 8.66

Subsequent Events (Details) - Subsequent event - Secured Notes due 2030 (the New Notes) - Senior Notes $ in Billions	Apr. 04, 2025 USD ($)
Subsequent Event [Line Items]
Face amount	$ 1.0
Interest rate of debt	10.00%
Special mandatory redemption price (as a percent)	100.00%

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