Thank 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 & Minor Reports Second Quarter 2025 Financial Results. [Operator Instructions] I would now like to turn the call over to Jackie Marcus, Investor Relations. Please go ahead.

Thank you, operator. Hello, everyone, and welcome to the Owens & Minor Second Quarter Earnings Call. Our comments on the call will be focused on the financial results for the second quarter of 2025 as well as our outlook for 2025, all of which are included in today's press release. The press release, along with the supplemental slides, are posted on the Investor Relations section of our website. Please note that during this call, we will make forward-looking statements that reflect the current views of Owens & Minor about our business, financial performance and future events. The matters addressed in these statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected or implied here today. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for that. However, there can be no assurance that our expectations, beliefs and projections will result or be achieved. Please refer to our SEC filings for a full description of these risks and uncertainties, including the Risk Factors section of our annual report on Form 10-K and quarterly reports on Form 10-Q. Any forward-looking statements that we make on this call or in our earnings press release are as of today, and we undertake no obligation to update these statements as a result of new information or future events, except to the extent required by applicable law. In our discussion today, we will refer to non-GAAP financial measures and believe they might help investors to better understand our performance or business trends. Information about these measures and reconciliations to the most comparable GAAP financial measures are included in our press release. Today, I am joined by Ed Pesicka, Owens & Minor's President and Chief Executive Officer; Jon Leon, the company's Chief Financial Officer; and Perry Bernocchi, the company's Executive Vice President and CEO of Patient Direct. I will now turn the call over to Ed.

Thank you, Jackie. Good morning, everyone, and thank you for joining us on the call today. We are in the final stages of our robust process for the divestiture of the Products & Healthcare Services segment and as a result, have classified this segment as discontinued operations. We are looking forward to concluding the sale of the business and working with a buyer who has the vision and greater flexibility to better support our customers and long-term growth. I'm excited about the opportunities ahead as we transition into a focused pure-play Patient Direct business, building on the momentum gained since we entered the Patient Direct space 8 years ago and supported by favorable demographic trends and meaningful scale, we are confident in our ability to lead as the market continues to evolve. For more than 140 years, Owens & Minor has continuously evolved organically and through strategic acquisitions and divestitures. From its origins as a pharmacy to expanding into pharmaceutical distribution, then shifting into medical surgical distribution and manufacturing, and eventually developing a small Patient Direct segment. The planned divestiture of our Products & Healthcare Services segment represents the next evolution in Owens & Minor, enabling us to concentrate exclusively on the higher-margin, higher-growth Patient Direct segment. This transition positions Owens & Minor to capitalize on strong sustainable tailwinds in the home-based care market. Demographic shifts and macroeconomic trends are driving increased demand for home-based health care to treat chronic conditions. According to the CDC, as of 2024, approximately 40% of American adults live with at least one chronic condition, while 12% manage 5 or more. Furthermore, 5 of the top 10 leading causes of death in the United States are linked to preventable or treatable chronic diseases. As health care providers seek more effective models, the home has become…

Thanks, Ed, and good morning, everyone. As I'm sure you saw in our press release this morning and as Ed mentioned, the divestiture of the Products & Healthcare Services segment is far enough along that we are now reporting that segment as discontinued operations. As a result, our reported financials and most of my comments today will speak only to continuing operations, which is made up of our Patient Direct business, certain functional operations and stranded costs stemming from the planned separation of P&HS. Details around the quarter and any discussion of the outlook for the business on this call will cover only non-GAAP financial measures. But I also want to point you to the $80 million in expenses from the termination of the Rotech acquisition and the related $18 million in Rotech-related financing costs, which both occurred in the second quarter. Each of these items has its own line in our GAAP results, but are not included in our non-GAAP adjusted results. Cash costs for these items are included in the GAAP net loss on the statement of cash flows. Importantly, please note that all GAAP to non-GAAP financial reconciliations can be found in the press release filed earlier this morning. With the planned P&HS divestiture, our financial results will take some explanation and getting used to and requires a reset of expectations. So let's begin to unpack the second quarter results. Revenue for the quarter was $682 million, an increase of 3.3% versus second quarter of 2024. While that is a lower growth rate than we had expected, it is important to note that in order to not disrupt our customers' critical needs during supplier disruptions, we modified customer ordering quantities and our delivery frequency for diabetes supplies throughout the quarter. Absent this headwind, our growth rate in…

Maybe, Jon, first, on the dynamics of the transaction. Obviously, we don't know exactly the timing, even though it seems like it's moving along. But as you think about the dynamics of the stranded cost, how long do you think that the elevated level stranded costs will take throughout the closure of the transaction? And how quickly can you flip that to some level of leverage on the back end?

Yes, Mike, I think the first way to think about it first, the number I threw out for Q2, the $11 million is a pretty good near-term annualized run rate. I would expect by the time -- certainly by the time we get -- let's hypothetically say the deal would close before the end of the year. I would say, by the time we get to the back half of '26, we are now seeing a trajectory of those numbers starting to come down.

Okay. That's helpful. And then maybe a question on the broader business, in particular, on the diabetes side. You talked about some of the changes in the channel. How should we think about the, call it, medium-term trajectory of the diabetes business? And are you -- what are your considerations? What's built in about any potential changes related to competitive bidding on various different diabetes projects, products, CGM, et cetera?

Yes. Certainly, a couple of things to keep in mind. Obviously, for example, everybody has talked about the shift from DME to pharma, this has been going on for quite some time. That effect will continue, albeit we think potentially at a slower rate. Keep in mind, we have a fully functioning pharmacy capability. We're seeing growth in that area, but it's a point of emphasis for us as we go forward to get more and more activity through our own pharmacy channel. So we're confident and that will happen over time. And competitive bidding, I'm sure you've heard from a number of others, it's very early. We don't know what the outlook is. It's -- right now, as proposed, it may not be the biggest issue in the world. You know we don't -- we're not terribly exposed to Medicare rates. It's less than 20% of our overall revenue. And it's the same -- it's a little early to call it. But not everything about the competitive bidding proposal as it's constructed today is a negative. But certainly, there could be future pressure, but it's far too early to call.

Yes. And I think the way we think about competitive bidding is from an impact on pricing, you're really looking out into really not until '28, even 2029. I think the other aspect of it is, as Jon alluded to, if we look at overall our Byram business and our Apria business, our combined P&HS, it's probably less than 13% of our business that is going to be potentially impacted by that. And then the last thing on competitive bidding is what we're seeing and what we believe to is the scale that we have can be -- can help us as we look at competitive bidding as it moves forward.

Your next question comes from the line of Kevin Caliendo with UBS.

I have 100. I don't know where to start. If we think about this transaction that's happening, right, we're trying to look through the balance sheet at some of the items there. The current assets versus current liabilities held for sale is $430 million. You have this classification of a write-down versus classification of $639 million. Is there anything there that we can read through that tells us sort of what the price of this asset might end up looking like? Or if you can help us think about what kind of multiple you got for this business, either on adjusted EBITDA or adjusted EBIT?

The first part of that question, Kevin, is probably not. No, you can't read through. It's pretty hard. We're kind of happy with that. And I would tell you, we're still very actively engaged. And what you saw there is a best estimate of the bidding process that we've been through thus far. But we are still in a in a very active process at his point.

We're just trying to remain diligent and thorough as we work with the parties in this process right now.

Okay. I appreciate that. And then secondly, one topic that's been driving your stock was sort of perceived loss of a contract for next year at Kaiser. And when we think about the run rate of Patient Direct in the second half of the year, what we're looking at here, should we sort of annualize that in terms of adjusted EBITDA try to make an assumption around what happens with Kaiser, can you still grow, do you think, in 2026 in this business?

So let's talk a little bit about it. So we think in '25, actually, there will be very limited impact in 2025 as a result of this. And the bulk of the transition will happen in 2026. When you talk about growth, I think the question has to be, is it top line growth or bottom line growth. And because, again, every capitated contract is different. This is really the vast majority of that contract is our -- really when you separate the rest of it, we have very few other capitated contracts. And I think the way we think about this is being able to use the assets that we have, the equipment that we have, provides us an opportunity to go out and capture other business and while the top line may not be the same, we think there's an opportunity to drive stronger bottom line on this as we move forward.

Your next question comes from the line of John Stansel with JPMorgan.

Great. Can you spend a little bit more time talking through the factors on Patient Direct revenue growth in the quarter. I think even backing out the diabetes contribution, 4% will be a bit of a deceleration from recent quarters. Anything just to think about that as we then kind of progress into the second half? I appreciate it will grow second half or first half, but still kind of in that 4% range for full year growth. Just anything to think about on the growth side?

Yes, John, it's Jon Leon. I would -- I think it's fair to say we expect decent growth in the back half, not terribly dissimilar to what you just saw in the first half, certainly. Diabetes, as I mentioned, we expect some rebound with having to deal with the supplier disruption. We handled that with -- in a very customer-centric way throughout the second quarter, and that was the right thing to do despite the impact it had on the top line. As I mentioned, sleep is doing very well, both sleep starts and particularly sleep supplies. We expect that to continue throughout the remainder of the year. We still think home respiratory is going to do okay. NIV is going to always be the laggard as it has been for a number of quarters now, but oxygen is going to continue to rebound at a slow pace. And as I mentioned this quarter, ostomy and urology will continue to be very strong. Those are double-digit growers for us percentage-wise, and we think we'll do okay in those smaller categories. So I think we're pretty much bullish. I think we'll have a little bit that back up a downside -- I'm sorry, a little bit of a rebound in diabetes, but it won't be creative. I think if you think about what we've done in the first half, which is about 4.5%, that is not dissimilar to what to expect in the second half.

That and just additional disclosure when the [indiscernible] comes out, we will have category -- we'll show the categories out there in a little more detail. So you have a little more visibility to it. And again, year-to-date, we're in the, call it, a single digit in diabetes and continue to see nice growth, as Jon alluded to, in sleep and in some of our other categories. So -- and then I think on the diabetes side of it, Jon raised this in his prepared remarks that we do have the shift from DME to pharmacy, and we do have a pharmacy. So that way, when we do -- we can maintain that business captured in pharmacy, the top line revenue is lower, but we have the similar pull-through within that business. So it does affect the top line, but we do have similar pull-through in the diabetes space.

Got it. And then just looking at the quarter, $11 million of stranded costs in 2Q '25, $17 million in 2Q '24. So most of the delta between the quarters on an adjusted EBITDA basis seems like it's coming from lower stranded costs. Is anything just to think about there, kind of core growth, kind of diabetes was kind of weighing down kind of core performance ex stranded costs or anything else you'd just highlight?

Yes. It was not a great growth quarter on a stand-alone basis. We expect better in the second half. But you're right, you analyze the stranded costs correctly. When you get to continuing ops analysis, there's also a change in allocation of functional costs as well. It's a little hard. We appreciate it hard for you guys to cut through all that. But the overall growth rate at an EBITDA level on the, call it, the legacy Patient Direct business before the stranded cost and functional expenses change was still in the mid-single digits, and we would expect something comparable in the back half of the year.

Your next question comes from the line of Daniel Grosslight with Citi.

Just looking at guidance, I don't know if there's a way for you to help bridge new guidance versus old guidance, particularly really I'm looking at bottom line or EBITDA, it's being reduced by $196 million. Can you just bridge to us that reduction? How much is from just no longer including P&HS versus stranded costs versus some of these other more fundamental items like the shift from DME to pharmacy and diabetes?

Yes. I mean, I would tell you the shift from -- the overall shift from DME to pharmacy isn't going to be material to the change. And we laid out the stranded costs like basically telling you to take what we talked about in Q2, the $11 million roughly annualized that is a good number, though, as I mentioned in my remarks, could increase with the announced sale in the back half of the year. But beyond that, I really can't give you too much insight, obviously, into what P&HS would have been and what's included in discontinued ops now just due to the way the accounting requirements and of course, we're very active in the divestiture process.

Okay. And going back to one of Kevin's questions, just on the discontinued operations. So that $430 million is your best estimate, what is that an estimate of actually? Is that what you're going -- what you think you can get in the sale process?

No. That is not what we think we can get in the -- that's nothing to do with projected valuation of what we think in the asset. Yes, that's a -- yes, that is unrelated to what we think we can get for the asset.

Okay. And sorry, last one for me, just on cash flow. Can you maybe just break out what's kind of -- what the free cash flow conversion of this business looks like when we adjust for all of P&HS because it's a little bit difficult now with cash flow, including everything in the income statement, just including in continuing operations PD. So maybe if you can help us think through just free cash flow conversion and of the CapEx currently on the cash flow statement, how much of that kind of remains once this deal closes?

Yes. So the way -- what we've put out in our assumptions this morning, Daniel, I mean, basically, we're looking at, as I guided to $376 million to $382 million of annual EBITDA in the business. That's the Patient Direct business, only the stranded functional costs absorbed. Net CapEx of $135 million to $140 million coming out of that. And then interest from a P&L perspective of $97 million to $100 million and then probably another $30 million to $35 million of discontinued operations interest expense that we would still be paying on a cash basis. So those are the pieces to think about. So you are free cash flow, I don't know what that adds up to, but you're probably in the $60 million, $70 million range.

Your next question comes from the line of Jay Lewis with Baird.

I was wondering if you could just hit a little bit on the One Big Beautiful Bill and any expectations you have around the impact that could have on your cash flow or your cash taxes paid in 2025 and 2026?

Yes, Jay, it's Jon Leon. So the One Big Beautiful Bill is a net positive for us. We -- so I think the way to think about it, it's a continuation of the tax legislation that was put in place in 2017. That was, at that time, beneficial to the business. The continuation of that legislation from a tax perspective will continue to benefit the company from a tax -- particularly cash tax basis. Obviously, we got a fair amount of debt on the balance sheet. So interest deductibility, 163J helps us out as there's some other attributes of that. So I would refer to the Big Beautiful Bill as a net positive on the company financially. Operator, any other questions?

[Operator Instructions] Your next question comes from the line of Allen Lutz with Bank of America.

One for Ed. You talked a little bit about strategic acquisitions and some of the learnings from Rotech, a little bit of excess time and expenses on that deal. As we think about your pursuit of future acquisitions, I guess it makes sense for us to think that they're likely to be smaller in scope. But as you think about the learnings from Rotech, is there any other considerations or thoughts that you think are important as you look at future potential deals?

Yes. I think, Allen, the most important one what you alluded to there is -- and Jon talked about it in his prepared remarks, we're going to continue to focus on paying down debt. If there's some smaller ones that make sense for us that can fit within the business, we will look at those and pursue those accordingly. And really, we did do a debrief afterwards on learning on Rotech. The time was a factor on it and several other aspects of it. But I think as we think through this going forward, it will be more focused on those smaller bolt-ons as we focus on getting rid of our stranded costs, increasing our free cash flow, paying down debt so that way, we can do more of those as we get into the future. The other thing, since I did bring up cash flow, I will add that, I know Jon made a comment earlier too on free cash flow. One of the things we will have is potentially some lower patient CapEx in the future. As the capitated contract moves away and the equipment comes back, we have the ability to use that equipment versus having to go out and acquire new equipment for patient CapEx for start-ups. So there will be a short-term benefit of that also from a cash flow standpoint.

And then one question for Jonathan. It looks like EBITDA margins are expected to step down a little bit in the second half of the year. Are there any stranded costs embedded in there? And then how should we think about if they're not, what is embedded in that step down in 2H?

Allen, that's 100% related to expected increase in stranded costs, assuming that there's an announced P&NH divestiture fairly soon.

Perfect. So if that doesn't take place in 2025, it's reasonable to assume that, that -- the first half run rate is kind of a good ballpark for where things could be ex those potential stranded costs?

That's correct.

Remember, in your prepared remarks, you said that Q2 is probably representative of what Q2 of each quarter...

Yes, from a margin perspective, that's right. Yes.

Well, First of all, I want to thank all of our teammates, obviously, for continuing to support our customers, supporting the patients and everything we do. And really, we look forward to continuing to move forward with a singular focus on our Patient Direct business, closing out this transaction and having the business laser-focused as a pure-play Patient Direct business. So thank you, everyone.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.