Full Press Release Details
Investor Presentation April 2018
Safe Harbor This presentation is
intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the Securities and Exchange Commission ("SEC") Fair Disclosure Regulation. This release
contains certain "forward-looking'' statements, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the
expectations of Owens & Minor, Inc. (the "Company") regarding the performance of its business, its financial results, its liquidity and capital resources, the Company's ability to complete the transaction with Halyard Health
Inc. ("Halyard") referenced herein and any financial or Halyard or Company operational items related to the transaction or following the closing of the transaction, the ability of the Company to successfully implement the expense
reduction and productivity and efficiency increasing initiatives of the Rapid Business Transformation, and other non-historical statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause the
Company's actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Important factors that could cause actual events or results to be materially different from the
Company's expectations with respect to the transaction with Halyard include, but are not limited to: the effect of the announcement of the transaction on the Company's business relationships, operating results, share price or business
generally; the occurrence of any event or other circumstances that could give rise to the termination of the definitive agreement relating to the transaction; the outcome of any legal proceedings that may be instituted against the Company related to
the transaction; the failure to satisfy any of the conditions to completion of the transaction, including the receipt of all required regulatory approvals and antitrust consents; and the failure to realize the expected synergies and cost savings
resulting from the transaction. Investors should refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with or furnished to the SEC, for a discussion of certain other known risk factors that could cause the Company's actual results to differ materially from the Company's current estimates. These filings are available at
www.owens-minor.com. Given these risks and uncertainties, the Company can give no assurances that any forward-looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them. The Company specifically
disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. This presentation contains non-GAAP financial measures. For a reconciliation of the most directly
comparable GAAP measure to each non-GAAP financial measure, see the Appendix. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial
results calculated in accordance with GAAP and the reconciliations set forth in the Appendix should be carefully evaluated. This presentation is not an offer to sell, or a solicitation of an offer to buy, any securities of the Company. Any such
offer would only be made pursuant to a prospectus, offering memorandum or other offering document. The Company has filed a registration statement (including a base prospectus) with the SEC and will file a prospectus supplement in connection with any
offering thereunder. Before you invest in any such offering, you should read the base prospectus in that registration statement, the applicable preliminary prospectus supplement and the other documents the Company has filed with the SEC for more
complete information about the Company and such offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Owens & Minor uses its website, www.owens-minor.com, as a channel of distribution for material
company information, including news releases, investor presentations and financial information. This information is routinely posted and accessible under the Investor Relations section. The information contained in, or that can be accessed through,
the Company's website is not part of this presentation.
Agenda and Presenters Company Overview
Strategy and Transformation Overview Target Overview Key Investment Highlights Historical Financial Overview Appendix Jon Leon Vice President and Corporate Treasurer Randy Meier Executive Vice President, Chief Financial Officer, and President,
Company Overview Leading global
healthcare solutions company that connects the world of medical products to the point of care Operations focused on delivering point of care services and providing our customers with a service portfolio that covers procurement, inventory management,
delivery and sourcing of products for the healthcare market Customers include hospitals, integrated healthcare systems, group purchasing organizations, home health agencies, and the U.S. federal government For the year ended December 31, 2017, Owens
& Minor generated Net Revenue and Adjusted EBITDA of $9.3 billion and $257 million, respectively A Global Healthcare Services Company $9+ billion of net revenue, Fortune 500 company; 136-year history, listed on NYSE (Ticker: OMI) ~8,600
teammates Connecting Medical Products to Point of Care 60+ facility network across 15 countries Supports millions of point-of-care solutions globally on an annual basis Thousands of healthcare provider customers Unique Position Addressing complexity
for both providers and manufacturers Partnering with manufacturers, providers, and payors to enhance care ____________________ Note: For a reconciliation of Net Income to Adjusted EBITDA, see slide 40. FY 2017 Net Revenue by Geography FY 2017 Net
Domestic Distribution, logistics and
value-added services for leading providers and manufacturers Network of distribution centers reaching multiple points of care nationwide Includes supplier management, analytics, inventory management, outsourced resource management, and clinical
supply management Pan European network with locations across Europe Contract logistics services to the pharma, biotech and medical device industries Warehousing and transportation offerings include cold-chain, controlled-substances, repacking &
kitting, and other value-added services Operations in U.S. and Ireland and a presence in China and Malaysia Help manufacturers and healthcare providers by sourcing, assembling, and delivering custom procedure kits and minor procedure kits &
trays to the point-of-care efficiently and effectively Includes own proprietary MediChoice private label products which are sourced internally Total Revenue FY 2017 Net Revenue: $8,794mm (91% of Total) Proprietary International Total Revenue FY 2017
Net Revenue: $392mm (4% of Total) Total Revenue FY 2017 Net Revenue: $504mm (5% of Total) Current Business Segments ____________________ Note: Excludes intersegment revenue.
Post-Closing Business Segments Selected
Examples What We Do Global Solutions Global Products Provider Solutions Manufacturer Solutions Third Party Payor Solutions Pro forma FY 2017 percentage of Net Revenue: 86% (1) Private label Clinical & Procedural Solutions - Medical Action
& ArcRoyal Global Sourcing Halyard S&IP Pro forma FY 2017 percentage of Net Revenue: 14% (1) Post-transaction, Owens & Minor expects to operate two strategic business units: Global Solutions and Global Products S&IP Business
____________________ Includes full year FY 2017 revenue contribution from Byram of $467 million. Assumes that Global Products segment will consist of the Proprietary Products segment and S&IP.
Customers & GPOs Hospitals,
Alternate Site Channels ("ASCs"), and Physicians Integrated Delivery Networks ("IDNs") Group Purchasing Organizations ("GPOs") Third Party Payors Customers and GPO relationships include: Suppliers / Manufacturers
Purchase products from or provide services to most global manufacturers Includes largest and most influential healthcare manufacturers in the industry Includes pharmaceutical, biotechnology and medical device manufacturers Suppliers include: Primary
Customers & Suppliers Owens & Minor provides medical products and services to the point of care, often on a daily basis, enabling provider partners to choose among leading healthcare brands without substitution State-of-the-art technologies
and healthcare services and solutions expertise that manufacturers can trust Constant data gathering and analysis to help manufacturer and provider partners make informed strategic decisions ____________________ Note: Logos are the trademarks of
their respective parties.
Strategic Partner of Choice for
Providers & Manufacturers Primary Owens & Minor Counterparties Complexity Faced Key Counterparty Needs Type Examples Providers U.S. and EU-based: Hospitals IDNs Home Health Third Party Payors Pressure on pricing and reimbursement Regulatory
uncertainty Transition to value-based payments Shift to lower-cost sites Evolving competitor set Partners to deliver optimal mix of services and products Change management Ability to operate across continuum of care Data and analytics to improve
quality & efficiency Manufacturers & Suppliers U.S. and EU-based: Pharma Biotech Med Devices Med Supplies Third Party Payors Pressure / scrutiny on pricing Need to replenish pipeline of clinically differentiated products R&D cost
pressure Value-based pricing models Outsource functions to maximize efficiency & savings Transparency in demand at point of care Data and analytics to allocate resources Programs that drive volume Owens & Minor is a strategic partner to both
providers and suppliers as they face challenges in the global healthcare market
Strategy and Transformation
A History of Growth 1880 1882 Owens
& Minor Drug Company opens its first location in Richmond, Virginia 1950 1960 1970 1980 1990 2000 2010 2017 1988 Owens & Minor begins trading on the NYSE under the symbol OMI 2002 Creates MediChoice, the Company's first private label
line 1994 Acquires Stuart Medical 2006 Acquires acute-care medical and surgical distribution business of McKesson 2008 Acquires Burrows Company 2012 Begins expansion into the global market through acquisition of 2014 Acquires: Over the last 136
years, Owens & Minor has followed a path of reinvention to align its business with changes in the healthcare market 2017 Acquires 2018 Expected to acquire Halyard S&IP 1971 Owens & Minor goes public 1992 Divestiture of the drug
Transformational Plan to Strengthen
Competitive Position Why Change is Needed Executing the Strategy Market consolidation Increased complexity Outcomes based reimbursement Universal cost control pressures Consumerization of healthcare Regulatory Pressures Executing on a
transformational plan to strengthen O&M's competitive position Rapid business transformation process has identified measures deliverable by 2020 that would generate approximately $100-150 million of positive contribution to operating
earnings on a run-rate basis Two transformative and synergistic acquisitions Refocusing our owned products strategy Organizing into two strategic business units (Global Solutions and Global Products) with seasoned leadership New business model
creating shareholder value via new sources of profitable growth Prioritization of deleveraging
Transformation Strategy Key
Transformation Strategies Build Most Intelligent Route to Market Expand Along Continuum of Care Become Preferred Outsourcer for Leading Manufacturers Transform via Data, Analytics, and Services Progress with new value proposition and solution
offering Beginning to aggregate and analyze data for our customers to reduce complexity Entry to direct-to-patient market via Byram Healthcare acquisition Remain focused on ASCs and Physician Offices Connecting leading manufacturers to leading IDNs
with technology and data to drive efficiencies Investing in point of care technology and services Halyard Health S&IP acquisition is expected to provide scale to existing product portfolio Winning new business in the U.S. and Europe Great
progress; pilot programs continue to expand 4 3 2 1 Achievements to Date
Strategy Expands Our Addressable
Market and Strengthens Margin Profile Enhances Margin Profile Expands Addressable Market Leading player in the acute care setting Entered direct-to-patient services market through the acquisition of Byram S&IP acquisition brings an experienced,
global sales force with direct channel access to acute care and non-acute care markets Focused vertical strategy bolsters owned-brand product portfolio Profitability improves as business diversifies across continuum of care into non-acute care
market Market-leading S&IP brands support margin due to premium products Data analytics enables the Company to provide higher margin value-added services Operating Margin Data / Analytics Solutions Acute Care Solutions Provider Owned-Brand
Product Portfolio Continuum of Care Solutions Provider Market-Leading Brands ____________________ Source: IBIS World, Marketline, Technavia and company filings. Market Size ($bn) Healthcare Data Analytics ~$10bn Disposable Equipment & Supplies
(International) ~$100bn Expands Core Market Adds New Legs of Growth
Rapid Business Transformation In Q1
2017, Owens & Minor unveiled its Rapid Business Transformation ("RBT") process to reduce expenses, increase efficiency and productivity and add significant operating income (to replace lost margin) Throughout 2017, the RBT process
identified and implemented initiatives designed to drive better earnings and cash flow through efficiency and productivity gains, expense reduction and diversification of our services The RBT cost control and productivity initiatives include, but
are not limited to, implementing warehouse and delivery efficiencies, reducing occupancy costs, information technology restructuring, and outsourcing certain manufacturer services These initiatives exceeded our initial RBT financial goals by
achieving an approximately $50 million positive contribution to operating earnings in 2017 (on an actual basis) through cost reductions and operational improvements Owens & Minor has further identified additional measures deliverable by 2020
that, taken together with the measures implemented in 2017, would generate approximately $100 - $150 million of positive contribution to operating earnings on a run-rate basis (inclusive of the positive run-rate contribution achieved in 2017)
Owens & Minor estimates the total non-recurring costs incurred to deliver the approximately $100 - $150 million of positive contribution will be in the range of approximately $55 million to $65 million, of which approximately $30 million
was incurred in 2017 Rapid Business Transformation 2017 Positive Contribution Achieved 2020 Deliverable Contribution Total ~$50mm ~$100 - $150mm
Strategic Acquisitions A leading
direct to patient home solutions provider Portfolio of over 600 payor contracts Dedicated infrastructure to support claims filing and collections processes More than 900 teammates Focused, market leading global medical products Surgical drapes &
gowns, medical exam gloves, sterilization wraps, facial protection, protective apparel Expected to enhance cash flow Transaction Value Announcement Date Financials Expected Synergies Other Highlights $380mm $710mm May 2, 2017 November 1, 2017 --
Anticipated ~$13.5 million in 12 months post transaction close with potential upside ____________________ Note: For a reconciliation of Net Income to Byram Adjusted EBITDA, see slide 41. For a reconciliation of Net Income to S&IP Adjusted
EBITDA, see slide 42. Represents total annual revenue with approximately $750 million of incremental revenue (deducts for S&IP revenue from Owens & Minor). FY 2017 Revenue: $467mm FY 2017 Adjusted EBITDA: $37mm FY 2017 Revenue: $1,013mm(1)
FY 2017 Adjusted EBITDA: $83mm S&IP Business
Byram Acquisition Attractive channel
with strong growth, supported by aging of U.S. population Extends O&M presence across the continuum of care Cultural fit Expands capabilities and expertise Complements transaction processing Gain expertise in managing third party reimbursement
Customer-facing sales force Relevant to acute care customers Financially attractive $467 million revenue for FY 2017 with a more attractive historical growth profile as compared to O&M's recent trends Accretive to earnings Owens &
Minor acquired Byram Healthcare on August 1, 2017 for approximately $380 million representing a 12.1x transaction multiple Byram is a leading domestic distributor of medical supplies sold directly to patients and home health agencies The acquisition
diversifies the Company's revenue streams with higher margin business and aligns the Company's strategy to expand along the continuum of care and adapt to a changing healthcare landscape Establishes a significant presence in a fragmented
market (Byram is a leading player) and allows the Company to pursue a higher margin, higher growth business Byram contributed $209 million of revenue to the Domestic segment in FY 2017 (five months) Following the acquisition, Owens & Minor has
successfully transitioned Byram under the O&M umbrella Strategic Rationale Transaction Overview
Byram Healthcare Business Overview
Business Description Direct-to-patient distributor of medical supplies in the United States, reimbursed by health insurance providers Major product segments: ostomy, diabetes, urology, wound care, incontinence and breast pumps Chronic conditions
that require regular care; both direct-to-patient and via home health agencies Key Highlights Footprint Top Customers Leading market player Targeted market strategy Population density Attractive demographics Unrivalled Managed Care access Continued
market shift to Managed Care Attractive state Medicaid programs in target markets Product specialization through Centers of Excellence (COEs) ____________________ Note: Logos are the trademarks of their respective parties.
Strategic Rationale of S&IP
Transaction Augments owned-brand portfolio Gain scale with targeted vertical integration Leverages existing relationships in acute and non-acute care settings Expands global presence Accelerates strategy to deliver value at the point of care Product