UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents For the transition period from to Commission file number 1-9810 Owens & Minor, Inc. 10900 Nuckols Road, Suite 400 Glen Allen, Virginia (Address of principal executive offices) (Zip Co ...

Owens & Minor (OMI) Q2 2025 Earnings Call August 11, 2025 08:30 AM ET Speaker0Thank you for standing by. My name is Kate, and I will be your conference operator today. At this time, I would like to welcome everyone to Owens and Minor Reports Second Quarter twenty twenty five Financial Results. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session.Thank you. I would now like to turn the call over to Jackie Marcus, Investor ...

Second Quarter 2025 Continuing Operations Supplemental Earnings Slides August 11, 2025 1 Confidential & Proprietary to Owens & Minor, Inc. The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated. Safe Harbor 2 Confidential & Proprietary to O ...

Exhibit 99.1 Owens & Minor Reports Second Quarter 2025 Financial Results Classified Products & Healthcare Services Segment as Discontinued Operations Continuing Operations, Patient Direct, Showed Solid Performance and Growth RICHMOND, VA – August 11, 2025 – Owens & Minor, Inc. (NYSE: OMI) today reported financial results for the second quarter ended June 30, 2025. In connection with a likely sale of the Company's Products & Healthcare Services segment, the results herein, unless otherwise noted, reflect the ...

Core Insights - The termination of the acquisition deal between Owens & Minor and Rotech Healthcare Holdings highlights the challenges in the healthcare sector regarding regulatory approvals and strategic realignment [5][12][13] Group 1: Transaction Overview - Owens & Minor announced the termination of a $1.36 billion acquisition of Rotech due to difficulties in obtaining antitrust approval from the FTC [1][4] - The acquisition was initially aimed at enhancing Owens & Minor's Patient Direct business and expanding its home healthcare product offerings [2][5] - Rotech, a leading home medical equipment supplier, reported approximately $750 million in revenue for 2023, with an EBITDA margin close to 30% [2][9] Group 2: Strategic Adjustments - Owens & Minor is refocusing its resources on the Patient Direct segment, which has shown faster growth and higher profit margins, following the failed acquisition [5][7] - The company is also exploring the sale of its "Products and Healthcare Services" segment to strengthen its balance sheet [7][12] - As of Q1 2025, Owens & Minor reported revenues of $2.6 billion, with a net loss of $21.89 million and total debt of $1.95 billion [7] Group 3: Industry Dynamics - The home medical equipment sector remains attractive due to increasing demand driven by aging populations and chronic diseases, with home treatment being a cost-effective alternative [10][11] - Major players in the healthcare industry are entering the home medical equipment market, indicating a shift towards home-based care [11] - The regulatory environment, particularly the FTC's scrutiny of mergers, poses challenges for companies seeking growth through acquisitions [13] Group 4: Lessons from Rotech's Experience - Rotech's transition from an acquirer to a potential seller illustrates the risks associated with high leverage and reliance on acquisitions for growth [8][9] - The company's operational challenges highlight the need for strong integration capabilities and cash flow management in the healthcare sector [9][12] - The case of Owens & Minor and Rotech serves as a reminder that successful growth in the healthcare industry requires not only scale but also the ability to effectively manage and integrate acquired assets [12][13]

Part I [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q1 2025 saw a net loss of $25.0 million due to higher operating expenses, with total assets reaching $4.86 billion [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations (Q1 2025 vs. Q1 2024) | Financial Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Net revenue** | $2,632,048 | $2,612,680 | | **Gross profit** | $526,013 | $535,529 | | **Operating income** | $124 | $9,696 | | **Loss before income taxes** | $(35,074) | $(27,112) | | **Net loss** | $(24,982) | $(21,886) | | **Diluted net loss per share** | $(0.32) | $(0.29) | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights | Balance Sheet Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total current assets** | $2,206,198 | $2,021,017 | | **Total assets** | $4,856,424 | $4,656,156 | | **Total current liabilities** | $1,960,215 | $1,852,052 | | **Long-term debt** | $1,897,515 | $1,808,047 | | **Total liabilities** | $4,285,445 | $4,069,792 | | **Total equity** | $570,979 | $586,364 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Cash Flow Summary (Q1 2025 vs. Q1 2024) | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Cash used for operating activities** | $(35,066) | $(52,962) | | **Cash used for investing activities** | $(48,200) | $(1,870) | | **Cash provided by financing activities** | $92,778 | $53,320 | | **Net increase (decrease) in cash** | $10,054 | $(2,130) | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail segment reporting, a $21 million retained earnings correction, and significant financing activities including the Rotech acquisition - The company operates under two segments: Products & Healthcare Services (U.S. distribution and Global Products) and Patient Direct (direct-to-patient medical supplies and home healthcare)[22](index=22&type=chunk)[75](index=75&type=chunk) - A prior period accounting error related to over-accrual of accounts payable was corrected, resulting in a **$21 million increase to retained earnings** as of the earliest balance sheet date presented[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The company entered into a new Receivables Sale Program with a capacity of up to **$450 million**; in Q1 2025, **$343 million** of receivables were sold under this program[32](index=32&type=chunk)[33](index=33&type=chunk) - The company entered into an agreement to acquire Rotech Healthcare Holdings Inc. for **$1.36 billion** in cash, expected to close in the first half of 2025; a termination fee of **$70 million** would be payable by the company under certain conditions[86](index=86&type=chunk) - Subsequent to the quarter end, on April 4, 2025, the company completed a private offering of **$1.0 billion** in 10.000% Senior Secured Notes due 2030 to finance the Rotech acquisition[92](index=92&type=chunk) - On February 26, 2025, the Board authorized a new share repurchase program of up to **$100 million**; in Q1 2025, **0.2 million shares** were repurchased for **$1.5 million**[90](index=90&type=chunk)[91](index=91&type=chunk) [Management's Discussion and Analysis (MD&A)](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A highlights Q1 2025 net loss due to acquisition and realignment costs, segment performance, and liquidity management [Overview and Strategic Developments](index=21&type=section&id=Overview%20and%20Strategic%20Developments) - Net loss per share was **$(0.32)** for Q1 2025, compared to **$(0.29)** in Q1 2024, impacted by **$16 million** in acquisition-related charges for the planned Rotech acquisition and a **$3.9 million** increase in exit and realignment charges[98](index=98&type=chunk) - The company announced on February 28, 2025, that it is in active discussions regarding the potential sale of its Products & Healthcare Services segment[102](index=102&type=chunk) - The company entered an agreement to acquire Rotech for **$1.36 billion** in cash, with an expected closing in the first half of 2025, pending regulatory review[103](index=103&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Net Revenue by Segment (Q1 2025 vs. Q1 2024) | Segment | Q1 2025 Net Revenue (in thousands) | Q1 2024 Net Revenue (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Products & Healthcare Services | $1,958,164 | $1,974,837 | (0.8)% | | Patient Direct | $673,884 | $637,843 | 5.7% | | **Total Net Revenue** | **$2,632,048** | **$2,612,680** | **0.7%** | - Gross profit decreased by **1.8%** to **$526.0 million** in Q1 2025, with the gross profit margin declining to **19.98%** from **20.50%** in Q1 2024[109](index=109&type=chunk) - Distribution, selling and administrative (DS&A) expenses decreased by **3.2%** to **$462.4 million**, primarily due to a **$16 million** reduction in teammate benefit costs[112](index=112&type=chunk) - Exit and realignment charges were **$31 million** in Q1 2025, related to various initiatives including kitting, potential P&HS segment sale costs, and an accounts receivable provision for the Fusion 5 business[115](index=115&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | Net loss, as reported (GAAP) | $(24,982) | $(21,886) | | **Adjusted EBITDA (non-GAAP)** | **$121,855** | **$116,270** | [Financial Condition, Liquidity and Capital Resources](index=25&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) - Cash used for operating activities improved to **$35.1 million** in Q1 2025 from **$53.0 million** in Q1 2024, benefiting from a **$130 million** impact from the Receivables Sale Program[131](index=131&type=chunk) - Primary sources of liquidity include cash on hand, the Receivables Sale Program (up to **$450 million**), and a Revolving Credit Agreement (**$450 million** capacity)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) - As of March 31, 2025, there were **$98 million** in outstanding borrowings on the Revolving Credit Agreement, leaving **$318 million** available[137](index=137&type=chunk)[54](index=54&type=chunk) - The company was in compliance with all debt covenants as of March 31, 2025[138](index=138&type=chunk)[55](index=55&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes occurred in market risk disclosures since the 2024 year-end report - There have been no material changes in the quantitative and qualitative market risk disclosures since the 2024 year-end report[152](index=152&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[153](index=153&type=chunk) Part II [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) No material developments in legal proceedings occurred since the 2024 year-end report - There have been no material developments in legal proceedings since the 2024 year-end report[154](index=154&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) New risk factors include potential impacts from trade laws and uncertainties surrounding the Products & Healthcare Services segment sale - A new risk factor was added concerning significant developments in national laws or policies, such as tariffs, which could increase product costs, impact demand, and disrupt supply chains[156](index=156&type=chunk) - A new risk factor was added detailing the uncertainties and potential negative impacts of the potential sale of the Products & Healthcare Services segment[157](index=157&type=chunk) - Risks of the potential sale include failure to complete a transaction, becoming a smaller, less diversified company, not achieving expected financial benefits, and disruption to business relationships[158](index=158&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk)[163](index=163&type=chunk) [Issuer Purchases of Equity Securities](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company initiated a new $100 million share repurchase program, repurchasing 173 thousand shares for $1.5 million in Q1 2025 Share Repurchase Activity (Q1 2025) | Period | Total Shares Purchased (thousands) | Average Price Paid Per Share | Approximate Dollar Value Remaining Under Program (thousands) | | :--- | :--- | :--- | :--- | | Feb 26-28, 2025 | — | $— | $100,000 | | Mar 1-31, 2025 | 173 | $8.66 | $98,500 | | **Total** | **173** | | |

Core Insights - Owens & Minor Inc. reported first-quarter 2025 adjusted EPS of 23 cents, an increase from 19 cents year-over-year, surpassing the consensus estimate of 20 cents [1] - The company generated sales of $2.63 billion, nearly flat year-over-year, falling short of the consensus of $2.66 billion [1] - The Products & Healthcare Services segment's revenue was $1.96 billion, down 1%, while Patient Direct revenue increased by 6% to $673.8 million [1] Financial Performance - Adjusted operating income rose to $61.3 million from $57.4 million, and adjusted EBITDA increased from $116.3 million to $121.9 million [3] - The company reaffirmed fiscal 2025 adjusted EPS guidance of $1.60-$1.85, compared to the consensus of $1.67 [4] - Owens & Minor forecasts 2025 sales between $10.85 billion and $11.15 billion, slightly above the consensus of $11.05 billion [5] Strategic Developments - Citi has been appointed as the exclusive financial advisor for the potential sale of the Products & Healthcare Services segment [2] - The CEO highlighted ongoing engagement in the sale process of the Products & Healthcare Services segment and expressed optimism about the Patient Direct segment and the strengthening of P&HS businesses [3][4] Market Reaction - Following the earnings report, Owens & Minor's stock experienced a decline of 7.86%, trading at $7.15 [5]

Financial Data and Key Metrics Changes - The company's revenue for Q1 2025 was $2.6 billion, up just under 1% as reported, but up 2.3% on a same-day basis compared to the prior year [16] - Adjusted net income for the quarter was $18 million or $0.23 per share, representing about 20% growth compared to $15 million or $0.19 per share last year [21] - Adjusted EBITDA grew 5% to $122 million versus $116 million reported during Q1 2024 [21] Business Line Data and Key Metrics Changes - Patient Direct revenue was $674 million, growing by 6% compared to Q1 2024, with a same-day growth of 7.3% [16] - The Products and Healthcare Services segment reported a decline of 0.8%, while on a same sales day basis, it grew 0.7% compared to the first quarter last year [18] - Operating income in the Patient Direct segment grew by 31%, contributing to a total operating income of $61 million, an improvement of about 7% versus Q1 2024 [20] Market Data and Key Metrics Changes - The company experienced continued growth in oxygen therapy, which began in Q4 2024, and expects growth throughout 2025 [17] - The Medical Distribution division saw good same-store sales, but lower glove prices and international sales offset this growth [18] Company Strategy and Development Direction - The company is actively engaged in discussions regarding the potential sale of its Products and Healthcare Services segment while continuing to run this segment with commitment [10] - Investments in revenue cycle management have led to record collection rates in Q1, with plans to extend these learnings to other divisions [9] - The company is implementing price increases in response to tariffs, effective in early June, while ensuring high-quality product delivery [13][14] Management's Comments on Operating Environment and Future Outlook - Management reaffirmed guidance for the year, expecting improving results in each subsequent quarter, with at least 70% of earnings and cash flow generated in the second half of the year [24] - The company remains bullish on the outlook for earnings and cash flow for the remainder of 2025 [25] Other Important Information - The anticipated annual exposure of current tariffs on products is estimated to be in the range of $100 million to $150 million [13] - The company has opened new state-of-the-art distribution centers to enhance efficiency and service [11] Q&A Session Summary Question: Can you discuss the discussions with customers regarding tariffs? - Management indicated that they are working with customers to identify alternatives and have increased inventory to mitigate tariff impacts [26][29] Question: What is the impact of foreign exchange on the business? - Management noted that while there was volatility in the dollar, they are comfortable with the guidance for the rest of the year regarding FX [31][33] Question: What is the split of tariff exposure between segments? - The majority of tariff exposure is in the Products and Healthcare Services segment, with very little exposure in the Patient Direct segment [40] Question: How is the RoTEK acquisition being accounted for in guidance? - The debt from the RoTEK acquisition will not appear on the balance sheet until the deal closes, and guidance will be updated accordingly [47][49] Question: What is the expected free cash flow for the year? - Management confirmed that they still expect to generate good free cash flow and use it to pay down debt [52]

Financial Data and Key Metrics Changes - The company's revenue for Q1 2025 was $2.6 billion, up just under 1% as reported, but up 2.3% on a same-day basis compared to the prior year [15] - Adjusted net income for the quarter was $18 million or $0.23 per share, representing about 20% growth compared to $15 million or $0.19 per share last year [19] - Adjusted EBITDA grew 5% to $122 million versus $116 million reported during Q1 2024 [19] Business Line Data and Key Metrics Changes - Patient Direct segment revenue was $674 million, growing by 6% compared to Q1 2024, with a same-day growth of 7.3% [15] - The Products and Healthcare Services segment reported a decline of 0.8%, while on a same sales day basis, it grew 0.7% compared to the first quarter last year [16] - Operating income for the Patient Direct segment grew by 31%, resulting in a 173 basis point expansion [6] Market Data and Key Metrics Changes - The Medical Distribution division saw continued growth in same-store sales, but lower glove prices and international sales offset this growth [16] - The company experienced a significant increase in proprietary product sales running through its distribution channel, a key strategic initiative [16] Company Strategy and Development Direction - The company is actively engaged in discussions regarding the potential sale of its Products and Healthcare Services segment while continuing to run this segment with commitment [9] - Investments in revenue cycle management have led to record collection rates in Q1, with plans to extend these learnings to other divisions [8] - The company is implementing price increases in response to tariffs, effective in early June, while ensuring high-quality product delivery [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's performance and reaffirmed guidance for the year, expecting improving results in each subsequent quarter [22] - The anticipated annual exposure of current tariffs on products is estimated to be between $100 million to $150 million, primarily affecting the Products and Healthcare Services segment [12][27] - Management noted that the first quarter typically marks the payment of incentive compensation, impacting cash flow, but expects significant improvement in cash flow for the remainder of the year [20] Other Important Information - The company opened new state-of-the-art distribution centers in Morgantown, West Virginia, and Sioux Falls, South Dakota, to enhance its distribution network [10] - The company is awaiting a final decision from regulators regarding the planned acquisition of RoTEK, expecting to close in the first half of 2025 [8] Q&A Session Summary Question: Can you discuss the discussions with customers regarding tariffs? - Management indicated that the tariff exposure is estimated between $100 million to $150 million, primarily from China and Thailand, and emphasized the need to work collaboratively with customers to address pricing adjustments [27][28] Question: How should we think about the FX impact progressing through the year? - Management noted that while there was volatility in the dollar, particularly in March, the situation has calmed, and they are comfortable with the guidance for the rest of the year regarding FX [31][32] Question: What is the split between the tariff exposure in the PNHS and PD segments? - Management clarified that virtually all tariff exposure is in the Products and Healthcare Services segment, with minimal exposure in the Patient Direct segment [40] Question: How is the RoTEK financing accounted for in guidance? - Management explained that none of the debt will appear on the balance sheet until the deal closes, and they will update guidance accordingly [47] Question: What happens if customers refuse price increases due to tariffs? - Management stated that they cannot sell products at a loss and will work with customers to find alternative products that are lower in cost [61][64]

Company Performance - Owens & Minor reported quarterly earnings of $0.23 per share, exceeding the Zacks Consensus Estimate of $0.20 per share, and up from $0.19 per share a year ago, representing a 15% earnings surprise [1] - The company posted revenues of $2.63 billion for the quarter ended March 2025, slightly missing the Zacks Consensus Estimate by 1.43%, but up from $2.61 billion year-over-year [2] - Over the last four quarters, Owens & Minor has surpassed consensus EPS estimates four times and topped consensus revenue estimates three times [2] Stock Outlook - The stock has underperformed, losing about 40.6% since the beginning of the year, compared to the S&P 500's decline of 4.3% [3] - The current consensus EPS estimate for the coming quarter is $0.32 on revenues of $2.72 billion, and for the current fiscal year, it is $1.64 on revenues of $11.18 billion [7] - The estimate revisions trend for Owens & Minor is mixed, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market [6] Industry Context - The Medical - Products industry, to which Owens & Minor belongs, is currently in the bottom 32% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Owens & Minor's stock performance [5]