Prepared by R.R. Donnelley Financial -- Form 10-K
Table of Contents
Form 10-K Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the year ended December 31, 2001
 
[    ] 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
(State or other jurisdiction of
incorporation or organization)
 
4800 Cox Road, Glen Allen, Virginia
(Address of principal executive offices)
  
54-01701843
(I.R.S. Employer Identification No.)
 
23060
(Zip Code)
 
Registrant’s telephone number, including area code (804) 747-9794
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
   
Name of each exchange on which registered
Common Stock,
$2 par value
   
New York Stock
Exchange
Preferred Stock
Purchase Rights
   
New York Stock
Exchange
8 1/2% Senior Subordinated
Notes due 2011
   
Not Listed
$2.6875 Term Convertible
Securities, Series A
   
Not Listed
 
Securities registered pursuant to Section 12(g) of the Act:     None
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  X  No    
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of Common Stock held by non-affiliates (based upon the closing sales price) was approximately $630,546,304  as of February 14, 2002.
The number of shares of the Company’s Common Stock outstanding as of February 14, 2002 was  33,973,400 shares.
 
Documents Incorporated by Reference
 
The proxy statement for the annual meeting of security holders on April 25, 2002 is incorporated by reference for part III.

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Owens & Minor, Inc.
Statement of Differences Between Electronic Form 10-K and Printed Annual Report & Form 10-K
 
 
1.
 
The printed Annual Report and Form 10-K document contains graphs and photographs not incorporated into the electronic Form 10-K.
 
 
2.
 
Pages 1-15 and 17 of the printed document have not been included in the electronic document, as they do not contain items required by Form 10-K.
 
 
3.
 
The 10-K cover sheet and index, presented on pages 57 and 58 of the printed document, have been repositioned to the front of the electronic document.

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Item Captions and Index –
Form 10-K Annual Report
 
Item No.
  
Page
          
Part I
         
1.
     
19-23
2.
     
23
3.
     
47
4.
   
Submission of Matters to a
Vote of Security Holders
  
N/A
Part II
         
5.
   
Common Equity and
Related Stockholder Matters
  
56, 60
6.
     
18
7.
   
Analysis of Financial Condition and
Results of Operations
  
24-30
7A.
     
29, 40
8.
   
Financial Statements and
Supplementary Data
  
See Item 14
9.
   
Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure
  
N/A
Part III
         
10.
   
the Registrant
  
(a), 16, 59
11.
   
Executive Compensation
  
(a)
12.
   
Security Ownership of Certain
Beneficial Owners and Management
  
(a)
13.
   
Certain Relationships and Related Transactions
  
(a)
Part IV
         
14.    
   
Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
    
a.
   
for the Years Ended
Dec. 31, 2001, Dec. 31, 2000 and Dec. 31, 1999
  
31
    
Dec. 31, 2001 and Dec. 31, 2000
  
32
    
Consolidated Statements of Cash Flows for the Years Ended Dec. 31, 2001, Dec. 31, 2000 and Dec. 31, 1999
  
33
    
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended Dec. 31, 2001, Dec. 31, 2000 and Dec. 31, 1999
  
34
    
Notes to Consolidated Financial Statements for the Years Ended Dec. 31, 2001, Dec. 31, 2000 and Dec. 31, 1999
  
35-54
      
55
b.
   
Reports on Form 8-K:
 
None.
c.
   
The index to exhibits has been filed as separate pages of 2001 Form 10-K and is available to shareholders on request from the Secretary of the company at the principal executive offices.
    
(a) Part III will be incorporated by reference from the registrant’s 2002 Proxy Statement pursuant to instructions G(1) and G(3) of the General Instructions to Form 10-K.
 
Pursuant to the requirements of Section 13 or 15(d) 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, on the 7th day of March, 2002.
 
OWENS & MINOR, INC.
 
/s/ G. Gilmer Minor, III
G. Gilmer Minor, III
Chairman and Chief Executive Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on the 7th day of March 2002 and in the capacities indicated.
 
/s/  G. Gilmer Minor, III        
G. Gilmer Minor, III
   
Chairman and Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jeffrey Kaczka        
Jeffrey Kaczka
   
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/  Olwen B. Cape        
Olwen B. Cape
   
Vice President and Controller (Principal Accounting Officer)
/s/  A. Marshall Acuff, Jr.        
A. Marshall Acuff, Jr.
   
Director
/s/  Henry A. Berling        
Henry A. Berling
   
Director
/s/  Josiah Bunting, III        
Josiah Bunting, III
   
Director
/s/  John T. Crotty        
John T. Crotty
   
Director
/s/  James B. Farinholt, Jr.        
James B. Farinholt, Jr.
   
Director
/s/  Vernard W. Henley        
Vernard W. Henley
   
Director
/s/  Peter S. Redding        
Peter S. Redding
   
Director
/s/  James E. Rogers        
James E. Rogers
   
Director
/s/  James E. Ukrop        
James E. Ukrop
   
Director
/s/  Anne Marie Whittemore      
Anne Marie Whittemore
   
Director

OWENS & MINOR 2001 ANNUAL REPORT

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[GRAPHICs]
 
Board of Directors
 
A. Marshall Acuff, Jr. (62) 2,4,5
Retired Senior Vice President
& Managing Director,
Salomon Smith Barney, Inc.
 
Henry A. Berling (59) 1,4
Executive Vice President,
Partnership Development,
Owens & Minor, Inc.
 
Josiah Bunting, III (62) 2,4,5
Superintendent,
Virginia Military Institute
 
John T. Crotty (64) 2,3,4*
Managing Partner,
CroBern Management Partnership
President, CroBern, Inc.
 
James B. Farinholt, Jr. (67) 1,2*,4
Special Assistant to the President
for Economic Development,
Virginia Commonwealth University
 
Vernard W. Henley (72) 2,3,5
Retired Chairman & CEO,
Consolidated Bank & Trust Company
 
G. Gilmer Minor, III (61) 1*,4
Chairman & CEO,
Owens & Minor, Inc.
 
Peter S. Redding (63) 2,3,4
Retired President & CEO,
Standard Register Company
 
James E. Rogers (56) 1,3*,4
President, SCI Investors Inc.
 
James E. Ukrop (64) 3,4,5
Chairman,
Ukrop’s Super Markets, Inc.
Chairman, First Market Bank
 
Anne Marie Whittemore (55)1,3,5*
Partner,
McGuireWoods LLP
 
Board Committees: 1Executive Committee, 2Audit Committee, 3Compensation & Benefits Committee, 4Strategic Planning Committee, 5Governance & Nominating Committee, *Denotes Chairperson

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S elected Financial Data(1)

(in thousands, except ratios and per share data)
   
2001
     
2000
       
1999
       
1998
       
1997
  
Summary of Operations:
                                                  
Net sales
  
$
3,814,994
 
   
$
3,503,583
 
     
$
3,194,134
 
     
$
3,090,048
 
     
$
3,124,062
 
Income before extraordinary item(2)(3)
  
$
30,103
 
   
$
33,088
 
     
$
27,979
 
     
$
20,145
 
     
$
24,320
 
Per Common Share:
                                                  
Income before extraordinary
    item – basic
  
$
0.90
 
   
$
1.01
 
     
$
0.86
 
     
$
0.56
 
     
$
0.60
 
Income before extraordinary
    item –  diluted
  
$
0.85
 
   
$
0.94
 
     
$
0.82
 
     
$
0.56
 
     
$
0.60
 
Average number of shares
    outstanding – basic
  
 
33,368
 
   
 
32,712
 
     
 
32,574
 
     
 
32,488
 
     
 
32,048
 
Average number of shares
    outstanding – diluted
  
 
40,387
 
   
 
39,453
 
     
 
39,098
 
     
 
32,591
 
     
 
32,129
 
Cash dividends
  
$
0.2725
 
   
$
0.2475
 
     
$
0.23
 
     
$
0.20
 
     
$
0.18
 
Stock price at year end
  
$
18.50
 
   
$
17.75
 
     
$
8.94
 
     
$
15.75
 
     
$
14.50
 
Book value at year end
  
$
6.97
 
   
$
6.41
 
     
$
5.58
 
     
$
4.94
 
     
$
4.48
 
Summary of Financial Position:
                                                  
Working capital
  
$
311,778
 
   
$
233,637
 
     
$
219,448
 
     
$
235,247
 
     
$
233,789
 
Total assets
  
$
953,853
 
   
$
867,548
 
     
$
865,000
 
     
$
717,768
 
     
$
712,563
 
Long-term debt
  
$
203,449
 
   
$
152,872
 
     
$
174,553
 
     
$
150,000
 
     
$
182,550
 
Mandatorily redeemable preferred securities
  
$
132,000
 
   
$
132,000
 
     
$
132,000
 
     
$
132,000
 
     
$
    –      
 
Shareholders’ equity
  
$
236,243
 
   
$
212,772
 
     
$
182,381
 
     
$
161,126
 
     
$
259,301
 
Selected Ratios:
                                                  
Gross margin as a percent of net sales
  
 
10.7
%
   
 
10.7
%
     
 
10.7
%
     
 
10.8
%
     
 
10.4
%
Selling, general and administrative expenses as a percent of net sales
  
 
7.8
%
   
 
7.7
%
     
 
7.8
%
     
 
8.0
%
     
 
7.8
%
Average receivable days sales outstanding(4)
  
 
33.1
 
   
 
33.3
 
     
 
34.9
 
     
 
33.5
 
     
 
32.4
 
Average inventory turnover
  
 
9.7
 
   
 
9.5
 
     
 
9.2
 
     
 
9.8
 
     
 
9.9
 
Return on average total equity before
extraordinary item(5)
  
 
9.6
%
   
 
11.2
%
     
 
10.5
%
     
 
8.2
%
     
 
9.7
%
Return on average total equity before
extraordinary item(6)
  
 
13.4
%
   
 
16.7
%
     
 
16.3
%
     
 
9.6
%
     
 
9.7
%
Current ratio
  
 
1.8
 
   
 
1.6
 
     
 
1.6
 
     
 
1.9
 
     
 
1.9
 
Capitalization ratio(4)(5)
  
 
42.6
%
   
 
40.4
%
     
 
47.2
%
     
 
43.4
%
     
 
53.0
%
Capitalization ratio(4)(6)
  
 
63.2
%
   
 
63.2
%
     
 
69.4
%
     
 
68.9
%
     
 
53.0
%
 
(1)
 
On July 30, 1999, the company acquired certain net assets of Medix, Inc. This acquisition was accounted for as a purchase.
 
(2)
 
In 1998, the company incurred $11.2 million, or $6.6 million after taxes, of nonrecurring restructuring expenses which are included in income before extraordinary item. In 2001, 2000 and 1999, income before extraordinary item included reductions in the restructuring accrual of $1.5 million, $0.8 million and $1.0 million, or $0.8 million, $0.4 million and $0.6 million after taxes. See Note 3 to the Consolidated Financial Statements.
 
(3)
 
In 2001, income before extraordinary item included an impairment loss of $1.1 million on an investment in marketable equity securities and a provision for disallowed income tax deductions of $7.2 million. See Notes 6 and 14 to the Consolidated Financial Statements.
 
(4)
 
Assumes that receivables had not been sold under the company’s off balance sheet receivables financing facility. See Note 9 to the Consolidated Financial Statements.
 
(5)
 
Includes mandatorily redeemable preferred securities as equity.
 
(6)
 
Includes mandatorily redeemable preferred securities as debt.

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Business Description
 
The Company
 
Owens & Minor Inc. and subsidiaries (O&M or the company) is the leading distributor of national name brand medical and surgical supplies in the United States, distributing over 120,000 finished medical and surgical products produced by approximately 1,500 suppliers to approximately 4,000 customers from 44 distribution centers nationwide. The company’s customers are primarily acute care hospitals and integrated healthcare networks (IHNs), which account for more than 90% of O&M’s net sales. Many of these hospital customers are represented by national healthcare networks (Networks) or group purchasing organizations (GPOs) that offer discounted pricing with suppliers and contract distribution services with the company. Other customers include alternate care providers such as clinics, home healthcare organizations, nursing homes, physicians’ offices, rehabilitation facilities and surgery centers. The company typically provides its distribution services under contractual arrangements ranging from three to five years. Most of O&M’s sales consist of consumable goods such as disposable gloves, dressings, endoscopic products, intravenous products, needles and syringes, sterile procedure trays, surgical products and gowns, urological products and wound closure products.
 
Founded in 1882 and incorporated in 1926 in Richmond, Virginia, as a wholesale drug company, the company refined its mission in 1992, selling the wholesale drug division to concentrate on medical and surgical distribution. O&M has significantly expanded and strengthened its national presence over the last ten years through internal growth and acquisitions, generating $3.8 billion of net sales in 2001.
 
The Industry
 
Distributors of medical and surgical supplies provide a wide variety of products and services to healthcare providers, including hospitals and hospital-based systems, IHNs and alternate care providers. The company contracts with these providers directly and through Networks and GPOs. The medical/surgical supply distribution industry has experienced growth in recent years due to the aging population and emerging medical technology resulting in new healthcare procedures and products. Over the years, healthcare providers have continued to change and model their health systems to meet the needs of the markets they serve. They have forged strategic relationships with national medical and surgical supply distributors to meet the challenges of managing the supply procurement and distribution needs of their entire network. The traditional role of distributors in warehousing and delivering medical and surgical supplies to customers is evolving into the role of assisting customers to manage the entire supply chain.
 
Historically, the medical/surgical supply distribution industry has been highly fragmented. During the past decade, the overall healthcare market has been characterized by the consolidation of healthcare providers into larger and more sophisticated entities seeking to lower their total costs. These providers have sought to lower total product costs through incremental value-added services from their medical and surgical supply distributors. These trends have driven a significant and ongoing consolidation within the medical/surgical supply distribution industry due to the competitive advantages enjoyed by larger distributors, which include, among other things, the ability to serve nationwide customers, buy inventory in large volume and develop technology platforms and decision support systems.
 
The Business
 
The company purchases a high volume of medical and surgical products from suppliers, inventories these items at its distribution centers and provides delivery services to its customers. O&M’s 44 distribution centers are located throughout the United States and are situated close to its major customer facilities. These distribution centers generally serve hospitals and other customers within a 200-mile radius, delivering most medical and surgical supplies with a fleet of leased trucks. Almost all of O&M’s delivery personnel are employees of the company, providing effective control of customer service. Contract carriers and parcel services are used to transport all other medical and surgical supplies. The company customizes its product pallets and truckloads according to the needs of its customers, thus enabling them to reduce labor on the receiving end. Furthermore, delivery times are adjusted to customers’ needs, allowing them to streamline receiving activities.
 
O&M strives to make the supply chain more efficient through the utilization of advanced warehousing, delivery and

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Business Description (continued)
 
purchasing techniques, enabling customers to order products using just-in-time and stockless services. A key component of this strategy is a significant investment in advanced information technology, which includes automated warehousing technology as well as electronic data interchange (EDI) and Internet-based technology for communicating with both customers and suppliers. O&M provides technology so that customers can analyze their own purchasing data to help them maintain contract compliance, create workflow efficiencies, raise employee productivity and cut costs.
 
Value-Added Services
 
The company offers its customers value-added services in the areas of supply chain management, logistics and information technology in order to help control healthcare costs, improve inventory management and increase profitability. Some of these services include:
 
•
 
CostTrack: This activity-based management program helps customers identify and track the cost drivers in their procurement and handling activities, giving them the information they need to drive workflow efficiencies, raise employee productivity and cut costs. With CostTrack, the pricing of services provided to customers is based on the variety of services that they choose, as compared to a traditional cost-plus pricing model. In 2001, almost 28% of the company’s net sales were generated through the CostTrack program, up from 22% in 2000.
 
•
 
WISDOM: This Internet-accessed decision support tool connects customers, suppliers and GPOs to the company’s data warehouse. WISDOM offers customers online access to a wide variety of reports, which summarize their purchase history, contract compliance, product usage and other related data. This timely information helps customers consolidate purchasing information across their healthcare systems and identify opportunities for product standardization, contract compliance and supplier consolidation. The company offers WISDOM on a subscription basis. WISDOM users represented net sales of approximately $1.5 billion for the year ended December 31, 2001.
 
•
 
WISDOM2: The second generation of WISDOM, this Internet-based decision support tool provides customers access to purchasing information for all medical/surgical manufacturers and suppliers recorded in their materials management information systems. This timely information helps customers identify opportunities for product standardization, contract compliance, order optimization and efficiencies in their overall purchasing activity.
 
•
 
PANDAC Wound Closure Asset Management Program: This information-based program provides customers with an evaluation of their current and historical wound closure inventories and usage levels, helping them reduce their investment in high-cost wound management supplies and control their costs per operative case.
 
•
 
Focus On Consolidation, Utilization & Standardization (FOCUS): This supplier partnership program drives product standardization and consolidation, increasing the volume of purchases from the most efficient suppliers, which provides operational benefits and cost savings throughout the supply chain. FOCUS centers around both commodity and preference product standardization. O&M requires its FOCUS supplier partners to meet strict certification standards, such as exceeding minimum fill rates and offering a flexible returned goods policy.
 
Customers
 
The company currently provides its distribution services to approximately 4,000 healthcare providers, including hospitals, IHNs and alternative care providers, contracting with them directly and through Networks and GPOs.
 
Networks and GPOs
 
Networks and GPOs are entities that act on behalf of a group of healthcare providers to obtain pricing and other benefits that may be unavailable to individual members. Hospitals, physicians and other types of healthcare providers have joined Networks and GPOs to take advantage of improved economies of scale and to obtain services from medical and surgical supply

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distributors ranging from discounted product pricing to logistical and clinical support. Networks and GPOs negotiate directly with medical and surgical product suppliers and distributors on behalf of their members, establishing exclusive or multi-supplier relationships. Networks and GPOs cannot ensure that members will purchase their supplies from a given distributor. O&M is a distributor for Novation, an organization that manages purchasing for more than 5,000 healthcare organizations. Novation was created in 1998 to serve member organizations of VHA, which O&M has served since 1985, and University HealthSystem Consortium (UHC), an alliance of academic health centers. Sales to Novation members represented approximately 51% of the company’s net sales in 2001. The company is also a distributor for Broadlane, a GPO providing national contracting for more than 300 acute care hospitals and more than 1,400 sub-acute care facilities, including Tenet Healthcare Corporation, one of the largest for profit hospital chains in the nation. Sales to Broadlane members represented approximately 11% of O&M’s net sales in 2001.
 
IHNs
 
IHNs are typically networks of different types of healthcare providers that seek to offer a broad spectrum of healthcare services and comprehensive geographic coverage to a particular local market. IHNs have become increasingly important because of their expanding role in healthcare delivery and cost containment and their reliance upon the hospital as a key component of their organizations. Individual healthcare providers within a multiple-entity IHN may be able to contract individually for distribution services; however, the providers’ shared economic interests create strong incentives for participation in distribution contracts established at the system level. Because IHNs frequently rely on cost containment as a competitive advantage, IHNs have become an important source of demand for O&M’s enhanced inventory management and other value-added services.
 
Individual Providers
 
In addition to contracting with healthcare providers at the IHN level, and through Networks and GPOs, O&M contracts directly with individual healthcare providers. In 2001, not-for-profit hospitals represented a majority of these facilities.
 
Sales and Marketing
 
O&M’s sales and marketing function is organized to support its decentralized field sales teams of approximately 220 people. Based from the company’s distribution centers nationwide, the company’s local sales teams are positioned to respond to customer needs quickly and efficiently. National account directors work closely with Networks and GPOs to meet their needs and coordinate activities with their individual member facilities. In addition, O&M has a national field organization, the Medical Specialties Group, which is focused on assisting customers in the clinical environment. The company’s integrated sales and marketing strategy offers customers value-added services in logistics, information management, asset management and product mix management. O&M provides special training and support tools to its sales team to help promote these programs and services.
 
Contracts and Pricing
 
Industry practice is for healthcare providers or their GPOs to negotiate product pricing directly with suppliers and then negotiate distribution pricing terms with distributors. Distribution contracts in the medical/surgical supply industry establish the price at which products will be distributed and, in many cases, specify a minimum volume of product to be purchased and are terminable by the customer upon short notice.
 
The majority of O&M’s arrangements compensate the company on a cost-plus percentage basis under which a negotiated percentage distributor fee is added to the product cost agreed to by the customer and the supplier. This negotiated distributor fee is calculated either on a fixed cost-plus percentage basis or a variable cost-plus percentage basis that varies according to the services rendered and the dollar volume of purchases. Under this variable pricing method, as the company’s sales to an institution grow, the cost-plus percentage charged to the customer generally decreases. Additionally, O&M has arrangements that charge incremental fees for additional distribution and enhanced inventory management services, such as more frequent deliveries and distribution of products in small units of measure. Although the company’s marketing and sales personnel based in the distribution centers can negotiate local arrangements and pricing levels with customers, corporate management has established minimum pricing levels and a contract review process.

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Business Description (continued)
 
Pricing under O&M’s CostTrack model differs from pricing under a traditional cost-plus model. With CostTrack, the pricing of  services provided to customers is based on the variety of services that they choose, as compared to a traditional cost-plus pricing model. As a result, this pricing model more accurately aligns the distribution fees charged to the customer with the costs of the individual services provided.
 
Suppliers
 
O&M believes that its size, strength and long-standing relationships enable it to obtain attractive terms from suppliers, including discounts for prompt payment and volume incentives. The company has well-established relationships with virtually all major suppliers of medical and surgical supplies, and uses cross-functional teams to work with its largest suppliers to create operating efficiencies in the supply chain.
 
Approximately 16% of O&M’s net sales in 2001 were sales of Johnson & Johnson Hospital Services, Inc. products. Approximately 15% of O&M’s 2001 net sales were sales of products of the subsidiaries of Tyco International, which include Kendall Healthcare Products, United States Surgical Corporation and Mallinckrodt.
 
Information Technology
 
To support its strategic efforts, the company has developed information systems to manage all aspects of its operations, including warehouse and inventory management, asset management and electronic commerce. O&M believes that its investment in and use of technology in the management of its operations provides the company with a significant competitive advantage. In 2001, the company ranked number one on the InformationWeek 500 listing of the most innovative users of technology in the nation.
 
In 1998, O&M signed a 10-year agreement with Perot Systems Corporation to outsource its information technology (“IT”) operations and to procure strategic application development services. This partnership has allowed the company to provide resources to major IT initiatives, which support internal operations and enhance services to customers and suppliers. The company has focused its technology expenditures on electronic commerce, data warehouse and decision support, supply chain management and warehousing systems, sales and marketing programs and services and infrastructure enhancements. In 2001, O&M’s capital expenditures included approximately $9.8 million for computer hardware and software.
 
Owens & Minor is an industry leader in the use of electronic commerce to conduct business transactions with customers and suppliers, using OM Direct, an Internet-based product catalog and direct ordering system, to supplement existing EDI technologies.
 
The company also provides distribution services for several Internet-based medical and surgical supply companies. O&M is committed to an ongoing investment in an open, Internet-based electronic commerce platform to support the company’s supply chain management initiatives and to enable expansion into new market segments for medical and surgical products.
 
Asset Management
 
O&M aims to provide the highest quality of service in the medical/surgical supply distribution industry by focusing on providing suppliers and customers with local sales and service support and the most responsive, efficient and cost-effective distribution of medical and surgical products. The company draws on technology to provide a broad range of value-added services to control inventory and accounts receivable.
 
Inventory
 
Due to O&M’s significant investment in inventory to meet the rapid delivery requirements of customers, efficient asset management is essential to the company’s profitability. The significant and ongoing emphasis on cost control in the healthcare industry puts pressure on suppliers, distributors and healthcare providers to create more efficient inventory management systems. O&M has responded to these ongoing challenges by developing inventory forecasting capabilities, a client/server warehouse management system, a product standardization and consolidation initiative, and a vendor-managed inventory process. This vendor-managed inventory process allows some of the company’s major suppliers to monitor daily sales, inventory levels and product forecasts electronically so they can automatically and accurately replenish O&M’s inventory.

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Accounts Receivable
 
The company’s credit practices are consistent with those of other medical and surgical supply distributors. O&M actively manages its accounts receivable to minimize credit risk and does not believe that the risk of loss associated with accounts receivable poses a significant risk to its results of operations.
 
Competition
 
The medical/surgical supply distribution industry in the United States is highly competitive and consists of three major nationwide distributors: O&M; Allegiance Corp., a subsidiary of Cardinal Health, Inc.; and McKesson General Medical Corp., a subsidiary of McKesson HBOC, Inc. The industry also includes smaller national distributors of medical and surgical supplies and a number of regional and local distributors.
 
Competitive factors within the medical/surgical supply distribution industry include total delivered product cost, product availability, the ability to fill and invoice orders accurately, delivery time, services provided, inventory management, information technology, electronic commerce capabilities and the ability to meet special customer requirements. O&M believes its emphasis on technology, combined with its customer-focused approach to distribution and value-added services, enables it to compete effectively with both larger and smaller distributors by being located near the customer and offering a high level of customer service.
 
Other Matters
 
Regulation
 
The medical/surgical supply distribution industry is subject to regulation by federal, state and local government agencies. Each of O&M’s distribution centers is licensed to distribute medical and surgical supplies as well as certain pharmaceutical and related products. The company must comply with regulations, including operating and security standards for each of its distribution centers, of the Food and Drug Administration, the Occupational Safety and Health Administration, state boards of pharmacy and, in certain areas, state boards of health. O&M believes it is in material compliance with all statutes and regulations applicable to distributors of medical and surgical supply products and pharmaceutical and related products, as well as other general employee health and safety laws and regulations.
 
Employees
 
At the end of 2001, the company had 2,937 full-time and part-time employees. O&M believes that ongoing employee training is critical to performance, so the company emphasizes quality and technology in training programs to increase employee efficiency by sharpening overall customer service skills and by focusing on functional best practices. Management believes that relations with employees are good.
 
Properties
 
O&M’s corporate headquarters are located in western Henrico County, in a suburb of Richmond, Virginia, in facilities leased from unaffiliated third parties. The company owns two undeveloped parcels of land adjacent to its corporate headquarters. In March 2001, the company purchased an undeveloped parcel of land in nearby Hanover County to be used for its future corporate headquarters. The company leases offices and warehouses for 42 of its distribution centers across the United States from unaffiliated third parties. In addition, the company has a distribution center located at a customer facility in Columbia, South Carolina, and has a warehousing arrangement in Honolulu, Hawaii. In the normal course of business, the company regularly assesses its business needs and makes changes to the capacity and location of its distribution centers. The company believes that its facilities are adequate to carry on its business as currently conducted. A number of leases are scheduled to terminate within the next several years. The company believes that, if necessary, it could find facilities to replace these leased premises without suffering a material adverse effect on its business.

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Management’s Discussion & Analysis (continued)

 
2001 Financial Results
 
In 2001, O&M earned net income of $23.0 million, or $0.68 per diluted common share, compared with $33.1 million, or $0.94 per diluted common share in 2000, and $28.0 million, or $0.82 per diluted common share in 1999. Results from 2001 included a $1.1 million impairment loss on an investment, a $7.2 million additional tax provision related principally to disallowed interest deductions for corporate-owned life insurance for the years 1995 through 1998, and a $7.1 million after-tax extraordinary loss on the early retirement of debt. Net income in 2001, 2000 and 1999 included reductions in a restructuring reserve, originally established in 1998, of $0.8 million, $0.4 million, and $0.6 million, net of tax. Excluding these unusual items, net income for 2001 increased to $37.5 million, or $1.03 per diluted common share, from $32.7 million, or $0.93 per diluted common share, for 2000 and $27.4 million, or $0.80 per diluted common share for 1999. The increase from 2000 to 2001 was primarily due to the increase in sales, a reduction of financing costs, and a lower effective tax rate for ongoing operations. The increase from 1999 to 2000 resulted from higher sales and success in controlling operating expenses through productivity improvements.
 
The following tables reconcile net income as reported under generally accepted accounting principles to income excluding unusual items for the years ended December 31, 2001, 2000 and 1999:
 
(in thousands, except per share data)
 
    
Year ended December 31, 2001
    
As reported
     
Unusual items
     
Excluding unusual items
Income before
income taxes and
extraordinary item
   
$
64,577
 
   
$
405
 
   
$
64,172
Income tax
provision
   
 
34,474
 
   
 
7,817
 
   
 
26,657
Income before
extraordinary item
   
 
30,103
 
   
 
(7,412
)
   
 
37,515
Extraordinary loss on early
retirement of debt
  
 
(7,068
)
   
 
(7,068
)
   
 
–
Net income
   
$
23,035
 
   
$
(14,480
)
   
$
37,515
Per common
share – diluted:
                         
Income before
extraordinary item
   
$
0.85
 
   
$
(0.18
)
   
$
1.03
Extraordinary loss on early
retirement of debt
  
 
(0.17
)
   
 
(0.17
)
   
 
–
Net income
   
$
0.68
 
   
$
(0.35
)
   
$
1.03
    
Year ended December 31, 2000
    
As reported
     
Unusual items
     
Excluding unusual items
Income before
income taxes
   
$
60,160
 
   
$
750
 
   
$
59,410
Income tax
provision
   
 
27,072
 
   
 
338
 
   
 
26,734
Net income
   
$
33,088
 
   
$
412
 
   
$
32,676
Net income
per diluted
common share
   
$
0.94
 
   
$
0.01
 
   
$
0.93
    
Year ended December 31, 1999
    
As reported
     
Unusual
items
     
Excluding
unusual items
Income before
income taxes
   
$
50,058
 
   
$
1,000
 
   
$
49,058
Income tax
provision
   
 
22,079
 
   
 
441
 
   
 
21,638
Net income
   
$
27,979
 
   
$
559
 
   
$
27,420
Net income
per diluted
common share
   
$
0.82
 
   
$
0.02
 
   
$
0.80

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Results of Operations
 
The following table presents the company’s consolidated statements of income on a percentage of net sales basis:
 
Year ended December 31,
   
2001
     
2000
     
1999
  
Net sales
   
100.0
%
   
100.0
%
   
100.0
%
Cost of goods sold
   
89.3
 
   
89.3
 
   
89.3
 
Gross margin
   
10.7
 
   
10.7
 
   
10.7
 
Selling, general and
administrative expenses
   
7.8
 
   
7.7
 
   
7.8
 
Depreciation and amortization
   
0.6
 
   
0.6
 
   
0.6
 
Interest expense, net
   
0.3
 
   
0.3
 
   
0.4
 
Discount on accounts
receivable securitization
   
0.1
 
   
0.2
 
   
0.1
 
Impairment loss on investment
   
0.0
 
   
–
 
   
–
 
Distributions on mandatorily
redeemable preferred securities
   
0.2
 
   
0.2
 
   
0.2
 
Restructuring credit
   
(0.0
)
   
(0.0
)
   
(0.0
)
Total expenses
   
9.0
 
   
9.0
 
   
9.1
 
Income before income taxes
and extraordinary item
   
1.7
 
   
1.7
 
   
1.6
 
Income tax provision
   
0.9
 
   
0.8
 
   
0.7
 
Income before extraordinary item
   
0.8
 
   
0.9
 
   
0.9
 
Extraordinary loss on early
retirement of debt
   
(0.2
)
   
–
 
   
–
 
Net income
   
0.6
%
   
0.9
%
   
0.9
%
 
Acquisition. On July 30, 1999, the company acquired certain net assets of Medix, Inc. (Medix), a distributor of medical/surgical supplies, for approximately $83 million. The company paid cash of approximately $68 million and assumed debt of approximately $15 million, which was paid off as part of the closing transaction. The excess of the purchase price over the fair value of the identifiable net assets acquired of approximately $58 million was recorded as goodwill and has been amortized on a straight-line basis over 40 years. As the acquisition was accounted for as a purchase, the operating results of Medix have been included in the company’s consolidated financial statements since July 30, 1999.
 
In connection with the acquisition, management adopted a plan for integration of the businesses that included closure of some Medix facilities and consolidation of certain administrative functions. An accrual of $2.7 million, included in the allocation of the purchase price, was established to provide for certain costs related to this plan. In 2001, 2000, and 1999 amounts of $0.3 million, $1.0 million, and $0.1 million were charged against the accrual, principally for lease payments on closed facilities and employee separations. The integration of the Medix business was completed in 2001, and the integration accrual was re-evaluated, resulting in a reduction in the accrual of $0.6 million. This adjustment was recorded as a reduction in goodwill. The remaining accrual consists primarily of losses on lease commitments for vacated warehouse space on leases through 2003. Management subleases the vacant space when practicable to reduce these losses.
 
Net sales. Net sales increased by 9% to $3.81 billion for 2001, from $3.50 billion for 2000. This increase resulted from further penetration of existing accounts, as well as new business, including the addition of several large customers. In April 2001, the company signed a new distribution agreement with Novation, the supply company of VHA, Inc. and University HealthSystem Consortium, continuing its long-standing relationship with these organizations. Under the new three-year agreement, the company is one of two national medical and surgical supply distributors authorized to serve members in all areas of the country. Sales to Novation members represented approximately 51% of the company’s net sales in 2001.
 
Net sales increased by 10% to $3.50 billion for 2000, from $3.19 billion in 1999. Excluding the sales generated by customers acquired through the Medix acquisition, net sales increased 6%. Most of this increase resulted from increased penetration of existing accounts, most significantly Broadlane, whose distribution contract began in February 1999.
 
The company anticipates sales growth for 2002 to be in the 6 to 8 percent range.
 
[Graphic]                    

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Management’s Discussion & Analysis (continued)

 
Gross margin. Gross margin as a percentage of net sales for 2001 remained unchanged from 2000 and 1999 at 10.7%. From 1999 to 2000 and from 2000 to 2001, customer margins decreased slightly due to competitive pressures and changes in the company’s customer mix. These decreases, however, were offset by increased margins from supplier incentives and inventory buying opportunities.
 
 
For 2002, management anticipates continued competitive pressure, as well as potential lessening of supplier incentives. The company will continue to pursue opportunities for margin improvement, including an emphasis on providing value-added services to customers and converting more business to CostTrack, which better aligns the fees charged to customers with the services provided. The company will also continue to actively pursue buying opportunities in order to reduce the cost of goods sold. As a result, management anticipates that, in 2002, gross margin as a percentage of net sales will remain consistent with 2001.
 
 
[GRAPHIC]
 
 
Selling, general and administrative expenses. Selling, general and administrative (SG&A) expenses as a percentage of net sales were 7.8% in 2001 compared with 7.7% in 2000 and 7.8% in 1999. The increase from 2000 to 2001 was primarily the result of higher personnel, warehouse and employee benefits costs driven by customer and business transitions, including:
 
•
 
higher than normal activity levels related to customer sign-ups as a result of the Novation contract renewal,
 
•
 
the addition of several large new customer accounts, and
 
•
 
changes in the levels of service provided to certain customers, such as low unit-of-measure delivery.
 
The decreases from 1999 to 2000 as a percentage of net sales were attributable to economies of scale achieved as a result of a higher sales base without a significant increase in fixed costs, operating efficiencies driven by improved warehouse technology, and continued management of administrative costs, including consolidation of certain administrative functions.
 
Management anticipates that in 2002, SG&A expenses as a percentage of net sales will improve by a minimum of 10 basis points as compared to 2001, as the volume of customer transitions is expected to be lower and the company is focusing on further standardization of processes. Increased demand for low unit-of-measure delivery and other increases in levels of service as a result of customer needs could affect the company’s ability to decrease SG&A expenses as a percentage of net sales, but increased fees for these services should enable the company to preserve or enhance operating margins.
 
Depreciation and amortization. Depreciation and amortization increased by 4% in 2001 to $22.5 million, compared with $21.5 million in 2000 and $19.4 million in 1999. Excluding goodwill amortization of $6.0 million in 2001 and 2000 and $5.1 million in 1999, depreciation and amortization increased by 6% from 2000 to 2001 and by 9% from 1999 to 2000 as a result of continued capital spending associated with information technology initiatives. O&M anticipates similar increases in depreciation in 2002 as the company continues to invest in information technology. In 2002, the company will adopt Statement of Financial Accounting Standards No. (SFAS) 142, Goodwill and Other Intangible Assets, and as a result, the company will no longer amortize goodwill.
 
Net interest expense and discount on accounts receivable securitization (financing costs). Net financing costs totaled $17.7 million in 2001, compared with $19.4 million in 2000 and $17.1 million in 1999. Net financing costs included collections of customer finance charges of $4.5 million in 2001, compared with $5.3 million in 2000 and $4.6 million in 1999. Excluding the collection of customer finance charges, financing costs decreased to $22.2 million in 2001 from $24.8 million in 2000, and increased
 

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[Graphic]
from $21.7 million in 1999. The decrease in financing costs from 2000 to 2001 was primarily driven by lower effective interest rates resulting from both the refinancing of the company’s long-term debt and from decreases in short-term interest rates. The increase in financing costs from 1999 to 2000 was due to a combination of higher interest rates due to external market forces and an increase in outstanding financing resulting from the Medix acquisition. O&M expects to continue to manage its financing costs by managing working capital levels. Future financing costs will be affected primarily by changes in short-term interest rates, as well as working capital requirements.
 
Impairment loss on investment. The company owns equity securities of a provider of business-to-business e-commerce services in the healthcare industry. The market value of these securities fell significantly below the company’s original cost basis and, as management believed that recovery in the near term was unlikely, the company recorded an impairment charge of $1.1 million in the third quarter of 2001.
 
Restructuring credits. As a result of the cancellation of a significant customer contract in 1998, the company recorded a nonrecurring restructuring charge of $6.6 million, after taxes, to downsize operations. The company periodically re-evaluates its restructuring reserve, and since the actions under this plan have resulted in lower projected total costs than originally anticipated, the company has recorded reductions in the reserve in 2001, 2000 and 1999 of $1.5 million, $0.8 million and $1.0 million. These reductions in the reserve have increased net income for 2001, 2000 and 1999 by $0.8 million, $0.4 million and $0.6 million. In 2001, 2000 and 1999, amounts of $0.3 million, $1.8 million and $2.1 million were charged against this liability. The remaining accrual consists primarily of losses on lease commitments for vacated office space on leases through 2006, as well as anticipated asset write-offs. Management subleases the vacant space when practicable to reduce the cost of the restructuring plan.
 
Income taxes. The provision for income taxes was $34.5 million in 2001, including a $7.2 million provision for estimated tax liabilities related principally to interest deductions for corporate-owned life insurance claimed on the company’s tax returns for the years 1995 through 1998. Excluding this charge, the impairment loss on investment, and the reduction of the restructuring reserve, O&M’s effective tax rate was 41.5% in 2001, compared with 45.0% in 2000 and 44.1% in 1999. The reduction in rate from 2000 to 2001 resulted primarily from lower effective state income tax rates and decreases in the effect of certain nondeductible items. The increase in the effective tax rate from 1999 to 2000 resulted primarily from increases in certain nondeductible expenses. The effective tax rate is expected to decrease in 2002 as a result of the elimination of goodwill amortization expense, of which only a small part was deductible for income tax purposes.
 
Financial Condition, Liquidity and Capital Resources
 
Liquidity. Combined outstanding debt and off balance sheet accounts receivable securitization increased by $39.9 million from December 31, 2000 to $273.4 million at December 31, 2001. This increase in financing levels was primarily a result of an increased investment in inventory to support growing sales volume and to ensure high service levels during customer transitions. Excluding sales of accounts receivable, and their subsequent collections, under the company’s off balance sheet receivables financing facility (Receivables Financing Facility), $11.6 million of cash was provided by operating activities in 2001, compared with $68.8 million in 2000 and $61.7 million in 1999. This decrease in operating cash flow resulted largely from increased purchases of inventory.

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Management’s Discussion & Analysis (continued)

 
In July 1999, the company acquired certain net assets of Medix for approximately $83 million. This acquisition was funded by cash flow from operations and an increase in outstanding financing under the Receivables Financing Facility.
 
During 2000, the company replaced its revolving credit facility and Receivables Financing Facility with new facilities expiring in April 2003 and July 2001. The new revolving credit facility allows the company to borrow up to $225 million, unchanged from the prior facility. Under the new Receivables Financing Facility, the company can sell up to $225 million of accounts receivable, an increase of $75 million from the prior facility. In July 2001, the company extended the expiration of its Receivables Financing Facility to July 11, 2002. The company expects to renew or replace both its Receivables Financing Facility and its revolving credit facility in 2002.
 
On July 2, 2001, the company issued $200 million of 8 1/2% Senior Subordinated Notes which will mature in July 2011. The proceeds from these notes were used to retire the company’s $150 million of 10 7/8% Senior Subordinated Notes and to reduce the amount of outstanding financing under the Receivables Financing Facility. The retirement of the 10 7/8% Notes resulted in an extraordinary loss on the early retirement of debt of $7.1 million, net of income tax benefit. In conjunction with the new notes, the company entered into interest rate swap agreements through 2011 under which the company pays counterparties a variable rate based on London Interbank Offered Rate (LIBOR) and the counterparties pay the company a fixed interest rate of 8 1/2% on a notional amount of $100 million.
 
The company expects that its available financing will be sufficient to fund its working capital needs and long-term strategic growth, although this cannot be assured. At December 31, 2001, O&M had $213.6 million of unused credit under its revolving credit facility and the ability to sell an additional $155.0 million of accounts receivable under the Receivables Financing Facility.
 
The following is a summary of the company’s significant contractual obligations:
 
(in millions)
                         
         
Payments due by period
Contractual obligations
   
Total
   
Less than 1 year
   
1-3 years
   
4-5 years
   
After 5 years
Long-term debt
   
$
200.0
   
 
$ –    
   
 
$ –  
   
 
$ –  
   
$
200.0
Mandatorily redeemable preferred securities
   
 
132.0
   
 
–
   
 
–
   
 
–
   
 
132.0
Leases and other
commitments
   
 
76.9
   
 
23.2
   
 
35.2
   
 
15.2
   
 
3.3
Total contractual obligations
   
$
408.9
   
$
23.2
   
$
35.2
   
$
15.2
   
$
335.3
 
In addition, the company has two commitments to outsource information technology operations that are cancelable upon payment of termination fees. These commitments are more fully described in Note 18 to the Consolidated Financial Statements.
 
Working Capital Management. The company’s working capital increased by $78.1 million from December 31, 2000, to $311.8 million at December 31, 2001, as a result of increased levels of inventory. Inventory turnover improved to 9.7 times for the year ended December 31, 2001, from 9.5 times for the year ended December 31, 2000, as a result of increased sales. Accounts receivable, assuming they had not been sold under the company’s Receivables Financing Facility, decreased by $7.7 million to $334.2 million at December 31, 2001.
 
Capital Expenditures. Capital expenditures were approximately $16.8 million in 2001, including $3.3 million for the purchase of land to be used for the company’s future headquarters. The company spent $9.8 million to purchase computer hardware and software. The company expects to continue supporting strategic initiatives and improving operational efficiency through investments in technology, including system upgrades.

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Recent Accounting Pronouncements
 
In June 2001, the Financial Accounting Standards Board (FASB) issued the following new accounting pronouncements: SFAS 141, Business Combinations, SFAS 142, Goodwill and Other Intangible Assets, and SFAS 143, Accounting for Asset Retirement Obligations.
 
The provisions of SFAS 141 require that all business combinations initiated after June 30, 2001 be accounted for using the purchase method and also specify criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. The adoption of this standard will affect the company’s accounting for future acquisitions.
 
The provisions of SFAS 142 state that goodwill should not be amortized but should be tested for impairment upon adoption of the standard, and at least annually, at the reporting unit level. The company is required to adopt the provisions of this standard beginning on January 1, 2002. As a result, the company will no longer record goodwill amortization expense. Amortization expense related to goodwill for 2001, 2000 and 1999 was $6.0 million, $6.0 million and $5.1 million. Had SFAS 142 been in effect in 2001, 2000 and 1999, net income would have been increased by $5.3 million, $5.3 million and $4.8 million, or $0.13, $0.13 and $0.12 per diluted common share. Management expects that implementation of SFAS 142 will increase net income by approximately $5.3 million, or $0.13 per diluted common share, in 2002.
 
The provisions of SFAS 142 require the company to perform an assessment of whether there is an indication that goodwill is impaired as of the date of adoption. Any such transitional impairment loss would be recognized as the cumulative effect of a change in accounting principle in the company’s consolidated statement of income. Management does not expect to incur a transitional impairment loss upon adoption of this standard.
 
The provisions of SFAS 142 also require the company to evaluate its existing intangible assets and goodwill that were acquired in purchase business combinations, and to make any necessary reclassifications in order to conform with the new classification criteria in SFAS 141 for recognition separate from goodwill. At December 31, 2001, the company had no separately identifiable intangible assets from purchase business combinations that were recorded either separately or within goodwill.
 
The provisions of SFAS 143 address financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The company will be required to adopt the provisions of this standard beginning on January 1, 2003. Management believes that adoption of this standard will not have a material effect on the company’s financial condition or results of operations.
 
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The provisions of SFAS 144 will modify the accounting treatment for impairments of long-lived assets and discontinued operations. The company will be required to adopt the provisions of this standard beginning on January 1, 2002. Management believes that adoption of this standard will not have a material effect on the company’s financial condition or results of operations.
 
Customer Risk
 
The company is subject to risks associated with changes in the medical industry, including continued efforts to control costs, which place pressure on operating margin, and changes in the way medical and surgical services are delivered to patients. The loss of one of the company’s larger customers could have a significant effect on its business. However, management believes that the company’s competitive position in the marketplace and its ability to control costs would enable it to continue profitable operations and attract new customers in the event of such a loss.
 
Market Risk
 
O&M provides credit, in the normal course of business, to its customers. The company performs ongoing credit evaluations of its customers and maintains reserves for credit losses.
 
The company is exposed to market risk relating to changes in interest rates. To manage this risk, O&M uses interest rate swaps to modify the company’s exposure to interest rate movements and reduce borrowing costs. The company is exposed to

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Management’s Discussion & Analysis (continued)

 
certain losses in the event of nonperformance by the counterparties to these swap agreements. However, O&M’s exposure is not
significant and, since the counterparties are investment grade financial institutions, nonperformance is not anticipated.
 
The company is exposed to market risk from both changes in interest rates related to its interest rate swaps and changes in discount rates related to its Receivables Financing Facility. Interest expense and discount on accounts receivable securitization are subject to change as a result of movements in interest rates. As of December 31, 2001, O&M had $100 million of interest rate swaps on which the company pays a variable rate based on LIBOR and receives a fixed rate, as well as $70 million of receivables sold under the Receivables Financing Facility. Assuming similar levels of financing under the Receivables Financing Facility, a hypothetical increase in interest rates of 100 basis points would result in a potential reduction in future pre-tax earnings of approximately $1.7 million per year in connection with the swaps and the accounts receivable securitization.
 
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 O&M believes its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its 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, general economic and business conditions; dependence on sales to certain customers; dependence on suppliers; competition; changing trends in customer profiles; the ability of the company to meet customer demand for additional value added services; the ability to convert customers to CostTrack; the availability of supplier incentives; the ability to capitalize on buying opportunities; the ability to manage operating expenses; the ability of the company to manage financing costs and interest rate risk; the risk that a decline in business volume or profitability could result in an impairment of goodwill; the ability to timely or adequately respond to technological advances in the medical supply industry; the ability to successfully identify, manage or integrate possible future acquisitions; the outcome of outstanding litigation; and changes in government regulations. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future results, or otherwise.

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Consolidated Statements of Income

(in thousands, except per share data)
Year ended December 31,
     
2001
       
2000
       
1999
  
Net sales
     
$
3,814,994
 
     
$
3,503,583
 
     
$
3,194,134
 
Cost of goods sold
     
 
3,406,758
 
     
 
3,127,911
 
     
 
2,851,556
 
Gross margin
     
 
408,236
 
     
 
375,672
 
     
 
342,578
 
Selling, general and administrative expenses
     
 
296,807
 
     
 
268,205
 
     
 
249,960
 
Depreciation and amortization
     
 
22,469
 
     
 
21,515
 
     
 
19,365
 
Interest expense, net
     
 
13,363
 
     
 
12,566
 
     
 
11,860
 
Discount on accounts receivable securitization
     
 
4,330
 
     
 
6,881
 
     
 
5,240
 
Impairment loss on investment
     
 
1,071
 
     
 
–
 
     
 
–
 
Distributions on mandatorily redeemable preferred securities
     
 
7,095
 
     
 
7,095
 
     
 
7,095
 
Restructuring credit
     
 
(1,476
)
     
 
(750
)
     
 
(1,000
)
Total expenses
     
 
343,659
 
     
 
315,512
 
     
 
292,520
 
Income before income taxes and extraordinary item
     
 
64,577
 
     
 
60,160
 
     
 
50,058
 
Income tax provision
     
 
34,474
 
     
 
27,072
 
     
 
22,079
 
Income before extraordinary item
     
 
30,103
 
     
 
33,088
 
     
 
27,979
 
Extraordinary loss on early retirement of debt, net of tax benefit
     
 
(7,068
)
     
 
–
 
     
 
–
 
Net income
     
$
23,035
 
     
$
33,088
 
     
$
27,979
 
Per common share – basic:
                                 
Income before extraordinary item
     
$
0.90
 
     
$
1.01
 
     
$
0.86
 
    Extraordinary loss, net of tax benefit
     
 
(0.21
)
     
 
–
 
     
 
–
 
    Net income
     
$
0.69
 
     
$
1.01
 
     
$
0.86
 
Per common share – diluted:
                                 
Income before extraordinary item
     
$
0.85
 
     
$
0.94
 
     
$
0.82
 
    Extraordinary loss, net of tax benefit
     
 
(0.17
)
     
 
–
 
     
 
–
 
    Net income
     
$
0.68
 
     
$
0.94
 
     
$
0.82
 
Cash dividends per common share
     
$
0.2725
 
     
$
0.2475
 
     
$
0.23
 
 
See accompanying notes to consolidated financial statements.

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Consolidated Balance Sheets

 
(in thousands, except per share data)
December 31,
     
2001
       
2000
  
Assets
                      
Current assets
                      
Cash and cash equivalents
     
$
953
 
     
$
626
 
Accounts and notes receivable, net
     
 
264,235
 
     
 
261,905
 
Merchandise inventories
     
 
389,504
 
     
 
315,570
 
Other current assets
     
 
24,760
 
     
 
16,190
 
Total current assets
     
 
679,452
 
     
 
594,291
 
Property and equipment, net
     
 
25,257
 
     
 
24,239
 
Goodwill, net
     
 
198,324
 
     
 
204,849
 
Other assets, net
     
 
50,820
 
     
 
44,169
 
Total assets
     
$
953,853
 
     
$
867,548
 
Liabilities and shareholders’ equity
                      
Current liabilities
                      
Accounts payable
     
$
286,656
 
     
$
291,507
 
Accrued payroll and related liabilities
     
 
12,669
 
     
 
9,940
 
Deferred income taxes
     
 
27,154
 
     
 
16,502
 
Other accrued liabilities
     
 
41,195
 
     
 
42,705
 
Total current liabilities
     
 
367,674
 
     
 
360,654
 
Long-term debt
     
 
203,449
 
     
 
152,872
 
Accrued pension and retirement plans
     
 
14,123
 
     
 
8,879
 
Deferred income taxes
     
 
364
 
     
 
371
 
Total liabilities
     
 
585,610
 
     
 
522,776
 
Company-obligated mandatorily redeemable preferred securities of subsidiary trust,
holding solely convertible debentures of Owens & Minor, Inc.
     
 
132,000
 
     
 
132,000
 
Shareholders’ equity
                      
Preferred stock, par value $100 per share; authorized – 10,000 shares Series A;
                      
Participating Cumulative Preferred Stock; none issued
     
 
–
 
     
 
–
 
Common stock, par value $2 per share; authorized – 200,000 shares; issued and outstanding – 33,885 shares and 33,180 shares
     
 
67,770
 
     
 
66,360
 
Paid-in capital
     
 
27,181
 
     
 
18,039
 
Retained earnings
     
 
142,854
 
     
 
129,001
 
Accumulated other comprehensive loss
     
 
(1,562
)
     
 
(628
)
Total shareholders’ equity
     
 
236,243
 
     
 
212,772
 
Commitments and contingencies
                      
Total liabilities and shareholders’ equity
     
$
953,853
 
     
$
867,548
 
 
See accompanying notes to consolidated financial statements.

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Consolidated Statements of Cash Flows

(in thousands)
Year ended December 31,
  
2001
       
2000
       
1999
  
Operating activities
                              
Income before extraordinary item
  
$
30,103
 
     
$
33,088
 
     
$
27,979
 
Adjustments to reconcile income before extraordinary item to cash
provided by operating activities:
                              
Depreciation and amortization
  
 
22,469
 
     
 
21,515
 
     
 
19,365
 
Restructuring credit
  
 
(1,476
)
     
 
(750
)
     
 
(1,000
)
Impairment loss on investment
  
 
1,071
 
     
 
–      
 
     
 
–        
 
Deferred income taxes
  
 
11,268
 
     
 
(1,293
)
     
 
8,236
 
Provision for LIFO reserve
  
 
4,264
 
     
 
2,973
 
     
 
1,741
 
Provision for losses on accounts and notes receivable
  
 
782
 
     
 
227
 
     
 
559
 
Sales of (collections of sold) accounts receivable, net
  
 
(10,000
)
     
 
(25,612
)
     
 
30,612
 
Changes in operating assets and liabilities:
                              
Accounts and notes receivable
  
 
6,888
 
     
 
(9,593
)
     
 
(30,131
)
Merchandise inventories
  
 
(78,198
)
     
 
23,935
 
     
 
(42,397
)
Accounts payable
  
 
10,049
 
     
 
(14,783
)
     
 
86,871
 
Net change in other current assets and current liabilities
  
 
48
 
     
 
8,926
 
     
 
(11,232
)
Other, net
  
 
4,373
 
     
 
4,522
 
     
 
1,686
 
Cash provided by operating activities
  
 
1,641
 
     
 
43,155
 
     
 
92,289
 
Investing activities
                              
Net cash paid for acquisition of business
  
 
–
 
     
 
–
 
     
 
(82,699
)
Additions to property and equipment
  
 
(10,147
)
     
 
(8,005
)
     
 
(8,933
)
Additions to computer software
  
 
(6,686
)
     
 
(11,622
)
     
 
(13,172
)
Other, net
  
 
(858
)
     
 
(152
)
     
 
(2,359
)
Cash used for investing activities
  
 
(17,691
)
     
 
(19,779
)
     
 
(107,163
)
Financing activities
                              
Net proceeds from issuance of long-term debt
  
 
194,331
 
     
 
–    
 
     
 
–  
 
Payments to retire long-term debt
  
 
(158,594
)
     
 
–    
 
     
 
–  
 
Additions (reductions) to other debt, net
  
 
(3,533
)
     
 
(21,645
)
     
 
25,178
 
Cash dividends paid
  
 
(9,182
)
     
 
(8,156
)
     
 
(7,520
)
Proceeds from exercise of stock options
  
 
8,255
 
     
 
4,837
 
     
 
80
 
Other, net
  
 
(14,900
)
     
 
1,545
 
     
 
(2,741
)
Cash provided by (used for) financing activities
  
 
16,377
 
     
 
(23,419
)
     
 
14,997
 
Net increase (decrease) in cash and cash equivalents
  
 
327
 
     
 
(43
)
     
 
123
 
Cash and cash equivalents at beginning of year
  
 
626
 
     
 
669
 
     
 
546
 
Cash and cash equivalents at end of year
  
$
953
 
     
$
626
 
     
$
669
 
 
See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Shareholders’ Equity

(in thousands, except per share data)
    
Common Shares Outstanding
    
Common Stock
    
Paid-In Capital
    
Retained Earnings
       
Accumulated Other Comprehensive Loss
     
Total Shareholders’ Equity
  
Balance December 31, 1998
   
32,618
 
  
$
65,236
 
  
$
12,280
 
  
$
83,610
 
     
$
–  
 
   
$
161,126
 
                                              
Net income
                         
 
27,979
 
              
 
27,979
 
                                              
Comprehensive income
                                             
 
27,979
 
                                              
Issuance of restricted stock, net of forfeitures
   
74
 
  
 
148
 
  
 
893
 
                      
 
1,041
 
Unearned compensation
                 
 
(454
)
                      
 
(454
)
Cash dividends
                         
 
(7,520
)
              
 
(7,520
)
Exercise of stock options
   
6
 
  
 
12
 
  
 
71
 
                      
 
83
 
Other
   
13
 
  
 
26
 
  
 
100
 
                      
 
126
 
Balance December 31, 1999
   
32,711
 
  
 
65,422
 
  
 
12,890
 
  
 
104,069
 
     
 
–  
 
   
 
182,381
 
                                              
Net income
                         
 
33,088
 
              
 
33,088
 
Other comprehensive income, net of tax:
                                                   
Unrealized loss on investment
                                    
 
(628
)
   
 
(628
)
                                              
Comprehensive income
                                             
 
32,460
 
                                              
Issuance of restricted stock, net of forfeitures
   
102
 
  
 
204
 
  
 
622
 
                      
 
826
 
Unearned compensation
                 
 
(139
)
                      
 
(139
)
Cash dividends
                         
 
(8,156
)
              
 
(8,156
)
Exercise of stock options
   
355
 
  
 
710
 
  
 
4,541
 
                      
 
5,251
 
Other
   
12
 
  
 
24
 
  
 
125
 
                      
 
149
 
Balance December 31, 2000
   
33,180
 
  
 
66,360
 
  
 
18,039
 
  
 
129,001
 
     
 
(628
)
   
 
212,772
 
                                              
Net income
                         
 
23,035
 
              
 
23,035
 
Other comprehensive income, net of tax:
                                                   
Unrealized gain on investment
                                    
 
272
 
   
 
272
 
Reclassification of unrealized loss to net income
                                    
 
642
 
   
 
642
 
Minimum pension liability adjustment
                                    
 
(1,848
)
   
 
(1,848
)
                                              
Comprehensive income
                                             
 
22,101
 
                                              
Issuance of restricted stock, net of forfeitures
   
55
 
  
 
110
 
  
 
813
 
                      
 
923
 
Unearned compensation
                 
 
(173
)
                      
 
(173
)
Cash dividends
                         
 
(9,182
)
              
 
(9,182
)
Exercise of stock options
   
696
 
  
 
1,392
 
  
 
9,237
 
                      
 
10,629
 
Other
   
(46
)
  
 
(92
)
  
 
(735
)
                      
 
(827
)
Balance December 31, 2001
   
33,885
 
  
$
67,770
 
  
$
27,181
 
  
$
142,854
 
     
$
(1,562
)
   
$
236,243
 
 
 
See accompanying notes to consolidated financial statements.

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Notes to Consolidated Financial Statements

Note 1—Summary of Significant Accounting Policies
 
Basis of Presentation.  Owens & Minor, Inc. is the leading distributor of national name brand medical and surgical supplies in the United States. The consolidated financial statements include the accounts of Owens & Minor, Inc. and its wholly owned subsidiaries (the company). All significant intercompany accounts and transactions have been eliminated.
 
Use of Estimates.  The preparation of the consolidated financial statements in accordance with generally accepted accounting principles requires management to make assumptions and estimates that affect amounts reported. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventory valuation allowances, collectibility of rebates receivable, depreciation and amortization, tax liabilities, and other contingencies. Actual results may differ from these estimates.
 
Cash and 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, which approximates market value.
 
Accounts Receivable.  The company maintains an allowance for doubtful accounts based upon the expected collectibility of accounts receivable. Allowances for doubtful accounts of $5.3 million and $6.4 million have been applied as reductions of accounts receivable at December 31, 2001 and 2000.
 
Merchandise Inventories.  The company’s merchandise inventories are valued on a last-in, first-out (LIFO) basis.
 
Property and Equipment.  Property and equipment are stated at cost or, if acquired under capital leases, at the lower of the present value of minimum lease payments or fair market value at the inception of the lease. Normal maintenance and repairs are expensed as incurred, and renovations and betterments are capitalized. Depreciation and amortization are provided for financial reporting purposes using the straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the terms of the lease, if shorter. In general, the estimated useful lives for computing depreciation and amortization are four to eight years for warehouse equipment and three to eight years for computer, office and other equipment. Straight-line and accelerated methods of depreciation are used for income tax purposes.
 
Goodwill.  Goodwill is amortized on a straight-line basis over 40 years from the dates of acquisition. As of December 31, 2001 and 2000, goodwill was $238.3 and $238.8 million and the related accumulated amortization was $40.0 million and $34.0 million. Based upon management’s assessment of undiscounted future cash flows, the carrying value of goodwill at December 31, 2001 has not been impaired in accordance with the provisions of Statement of Financial Accounting Standards No. (SFAS) 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of.
 
Amortization expense related to goodwill for 2001, 2000 and 1999 was $6.0 million, $6.0 million and $5.1 million. Effective January 1, 2002, the company will be required to adopt the provisions of SFAS 142, Goodwill and Other Intangible Assets.
 
The provisions of SFAS 142 state that goodwill should not be amortized but should be tested for impairment upon adoption of the standard, and at least annually, at the reporting unit level. As a result, the company will no longer record goodwill amortization expense. The company will be required to perform an assessment of whether there is an indication that goodwill is impaired as of the date of adoption. Any such transitional impairment loss would be recognized as the cumulative effect of a change in accounting principle in the company’s consolidated statement of income.
 
The provisions of SFAS 142 also require the company to evaluate its existing intangible assets and goodwill that were acquired in purchase business combinations, and to make any necessary reclassifications in order to conform with the new classification criteria in SFAS No. 141 for recognition separate from goodwill. At December 31, 2001, the company had no separately identifiable intangible assets from purchase business combinations that are recorded either separately or within goodwill.
 
Computer Software.  The company develops and purchases software for internal use. Software development costs incurred during the application development stage are capitalized. Once the software has been installed and tested and is ready for use, additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software

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costs are amortized over the estimated useful life of the software, usually between 3 and 5 years. Computer software costs are included in other assets, net in the consolidated balance sheets. Unamortized software at December 31, 2001 and 2000 was $22.8 million and $23.7 million. Depreciation and amortization expense includes $7.6 million, $6.1 million and $4.9 million of software amortization for the years ended December 31, 2001, 2000 and 1999.
 
Investment. The company owns equity securities that are classified as available-for-sale, in accordance with SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, and are included in other assets, net in the consolidated balance sheets at fair value, with unrealized gains and losses, net of tax, reported as accumulated other comprehensive income or loss. Other than temporary declines in market value from original cost are reclassified to net income.
 
Revenue Recognition. The company recognizes product revenue when product has been shipped, fees are determinable, and collectibility is probable. Service revenue is recognized ratably over the period during which services are provided. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements, which clarifies the application of generally accepted accounting principles to revenue recognition in financial statements. The company adopted the provisions of SAB 101 in the fourth quarter 2000.
 
Stock-based Compensation. The company uses the intrinsic value method as defined by Accounting Principles Board Opinion No. 25 to account for stock-based compensation. This method requires compensation expense to be recognized for the excess of the quoted market price of the stock at the grant date or the measurement date over the amount an employee must pay to acquire the stock. The disclosures required by SFAS 123 are included in Note 12 to the Consolidated Financial Statements.
 
Derivative Financial Instruments. On January 1, 2001, the company adopted the provisions of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended. SFAS 133 requires that an entity recognize all derivatives as either assets or liabilities measured at fair value. The accounting treatment for changes in the fair value of a derivative depends upon the intended use of the derivative and the resulting designation. The adoption of this Standard did not have a material impact on the company’s results of operations or financial position.
 
The company enters into interest rate swaps as part of its interest rate risk management strategy. The purpose of these swaps is to maintain the company’s desired mix of fixed to floating rate financing in order to manage interest rate risk. These swaps are recognized on the balance sheet at their fair value, based on estimates of the prices obtained from a dealer. All of the company’s interest rate swaps since the implementation of SFAS 133 have been designated as hedges of the fair value of a portion of the company’s long-term debt and, accordingly, the changes in the fair value of the swaps and the changes in the fair value of the hedged item attributable to the hedged risk are recognized as a charge or credit to interest expense. The company assesses, both at the hedge’s inception and on an ongoing basis, whether the swaps are highly effective in offsetting changes in the fair values of the hedged items. If it is determined that an interest rate swap has ceased to be a highly effective hedge, the company discontinues hedge accounting prospectively.
 
Prior to the adoption of the provisions of SFAS 133, the company entered into interest rate swaps as part of its interest rate risk management strategy. The instruments were designated as hedges of interest-bearing liabilities and anticipated cash flows associated with off balance sheet financing. Net payments or receipts were accrued as interest payable or receivable and as interest expense or income. Fees related to these instruments were amortized over the life of the instrument. If the outstanding balance of the underlying liability were to drop below the notional amount of the swap, the excess portion of the swap was marked to market, and the resulting gain or loss included in net income.
 
Operating Segments. As defined in SFAS 131, Disclosures about Segments of an Enterprise and Related Information, the company has eight operating segments, representing various geographic areas within the United States. As each of these segments is substantially identical to the others in each of the five aggregation characteristics identified in the statement, they

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are considered one operating segment for purposes of financial statement disclosure.
 
Note 2—Acquisition
 
On July 30, 1999, the company acquired certain net assets of Medix, Inc. (Medix), a distributor of medical and surgical supplies, for approximately $83 million. Medix’ customers, located primarily in the Midwest, included acute care hospitals, long-term care facilities and clinics. The acquisition has been accounted for by the purchase method and, accordingly, the operating results of Medix have been included in the company’s consolidated financial statements since the date of acquisition. Assuming the acquisition had been made at the beginning of 1999, consolidated net sales on a pro forma basis would have been approximately $3.31 billion for the year ended December 31, 1999. Consolidated net income and net income per share on a pro forma basis would not have been materially different from the results reported.
 
The company paid cash of approximately $68 million and assumed debt of approximately $15 million, which was paid off as part of the closing transaction. The excess of the purchase price over the fair value of the identifiable net assets acquired of approximately $58 million was recorded as goodwill and is being amortized on a straight-line basis over 40 years.
 
In connection with the acquisition, management adopted a plan for integration of the businesses that included closure of some Medix facilities and consolidation of certain administrative functions. An accrual was established to provide for certain costs of this plan. The integration accrual was re-evaluated in the fourth quarter of 2001, resulting in a reduction in the accrual of $0.6 million. The accrual adjustment was recorded as a reduction in goodwill, as it reduced the purchase price of the Medix acquisition. The following table sets forth the major components of the accrual and activity through December 31, 2001:
 
(in thousands)
      
Exit Plan
Provision
     
Charges
     
Adjustments
       
Balance at
December 31,
2001
Losses under lease commitments
     
$
1,643
     
$
610
     
$
(296
)
     
$
737
Employee separations
     
 
395
     
 
350
     
 
(45
)
     
 
–
Other
     
 
685
     
 
410
     
 
(210
)
     
 
65
Total
     
$
2,723
     
$
1,370
     
$
(551
)
     
$
802
 
The employee separations relate to severance costs for employees in operations and activities that were exited. Approximately 40 employees were terminated. While the integration of the Medix business has been completed, the company continues to make payments under lease commitments and other obligations.
 
Note 3—Restructuring
 
In 1998, the company recorded a nonrecurring restructuring charge of $11.2 million as a result of the cancellation of a significant medical/surgical distribution contract. The restructuring plan included reductions in warehouse space and in the number of employees in those facilities that had the highest volume of business under that contract. The company periodically re-evaluates its estimate of the remaining costs to be incurred and, as a result, has reduced the accrual by $1.5 million in 2001, $0.8 million in 2000 and $1.0 million in 1999. Approximately 130 employees were terminated in connection with the restructuring plan.

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The following table sets forth the activity in the restructuring accrual through December 31, 2001:
 
(in thousands)
      
Restructuring
Provision
     
Charges
     
Adjustments
       
Balance at
December 31,
2001
Losses under lease commitments
     
$
4,194
     
$
3,351
     
$
78
 
     
$
921
Asset write-offs
     
 
3,968
     
 
1,466
     
 
(1,653
)
     
 
849
Employee separations
     
 
2,497
     
 
1,288
     
 
(1,209
)
     
 
–
Other
     
 
541
     
 
99
     
 
(442
)
     
 
–
Total
     
$
11,200
     
$
6,204
     
$
(3,226
)
     
$
1,770
 
Note 4—Merchandise Inventories
 
The company’s merchandise inventories are valued on a LIFO basis. If LIFO inventories had been valued on a current cost or first-in, first-out (FIFO) basis, they would have been greater by $35.8 million and $31.6 million as of December 31, 2001 and 2000.
 
Note 5—Property And Equipment
 
The company’s investment in property and equipment consists of the following:
 
(in thousands)
December 31,
   
2001
       
2000
  
Warehouse equipment
   
$
24,906
 
     
$
24,012
 
Computer equipment
   
 
36,449
 
     
 
34,137
 
Office equipment and other
   
 
12,991
 
     
 
12,683
 
Leasehold improvements
   
 
11,440
 
     
 
10,540
 
Land and improvements
   
 
5,065
 
     
 
1,743
 
    
 
90,851
 
     
 
83,115
 
Accumulated depreciation and amortization
   
 
(65,594
)
     
 
(58,876
)
Property and equipment, net
   
$
25,257
 
     
$
24,239
 
 
Depreciation and amortization expense for property and equipment in 2001, 2000 and 1999 was $8.9 million, $9.4 million and $9.3 million.
 
Note 6—Investment
 
The company owns equity securities of a provider of business-to-business e-commerce services in the healthcare industry. Net income for the year ended December 31, 2001 included an impairment charge of $1.1 million, as the market value of these securities fell significantly below the company’s original cost basis and management believed that recovery in the near term was unlikely. The following table summarizes the fair value (based on the quoted market price), gross unrealized gains and losses, and adjusted cost basis of the investment as of December 31, 2001 and 2000:
 
(in thousands)
December 31,
     
2001
     
2000
  
Fair value
     
$
627
     
$
175
 
Gross unrealized gain (loss)
     
 
476
     
 
(1,047
)
Adjusted cost basis
     
 
151
     
 
1,222
 
 
Note 7—Accounts Payable
 
Accounts payable balances were $286.7 million and $291.5 million as of December 31, 2001 and 2000, of which $259.7 million and $249.6 million were trade accounts payable and $27.0 million and $41.9 million, were drafts payable. Drafts payable are checks written in excess of bank balances to be funded upon clearing the bank.

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Note 8—Debt
 
The company’s long-term debt consists of the following:
 
(in thousands)
December 31,
   
2001
   
2000
  
    
Carrying Amount
   
Estimated Fair Value
   
Carrying Amount
     
Estimated Fair Value
  
8.5% Senior Subordinated Notes, $200 million par value, mature
July 2011
   
$
203,449
   
$
210,000
   
$
–      
 
   
$
–      
 
10.875% Senior Subordinated Notes, $150 million par value, retired in 2001
   
 
–
   
 
–
   
 
150,000
 
   
 
156,375
 
Revolving Credit Facility with interest based on London Interbank Offered Rate (LIBOR) or Prime Rate, expires April 2003, credit limit of $225,000
   
 
–
   
 
–
   
 
2,200
 
   
 
2,200
 
Obligation under software financing agreement
   
 
–
   
 
–
   
 
1,333
 
   
 
1,333
 
Total debt
   
 
203,449
   
 
210,000
   
 
153,533
 
   
 
159,908
 
Less current maturities
   
 
–
   
 
–
   
 
(661
)
   
 
(661
)
Long-term debt
   
$
203,449
   
$
210,000
   
$
152,872
 
   
$
159,247
 
 
In July 2001, the company issued $200.0 million of 8.5% Senior Subordinated 10-year notes (2011 Notes) which mature on July 15, 2011. Interest on the 2011 Notes is payable semi-annually on January 15 and July 15, beginning January 15, 2002. The 2011 Notes are redeemable on or after July 15, 2006, at the company’s option, subject to certain restrictions. The 2011 Notes are unconditionally guaranteed on a joint and several basis by all significant subsidiaries of the company, other than O&M Funding Corp. (OMF) and Owens & Minor Trust I. The net proceeds from the 2011 Notes were used to retire the 10.875% Senior Subordinated 10-year Notes due in 2006 (2006 Notes) and to reduce the amount of outstanding financing under the company’s off balance sheet receivable financing facility (Receivables Financing Facility).
 
The early retirement of the 2006 Notes resulted in an extraordinary loss of $7.1 million, comprised of $8.4 million of retirement premiums, a $3.2 million write-off of debt issuance costs, $0.2 million of fees, and an income tax benefit of $4.7 million.
 
The Revolving Credit Facility expires in April 2003 with interest, based on, at the company’s discretion, LIBOR or the Prime Rate. The company is charged a commitment fee of between 0.225% and 0.30% on the unused portion of the facility and a utilization fee of 0.25% if borrowings exceed $112.5 million. The terms of the Revolving Credit Facility limit the amount of indebtedness that the company may incur, require the company to maintain certain levels of net worth, current ratio, leverage ratio and fixed charge coverage, and restrict the ability of the company to materially alter the character of the business through consolidation, merger or purchase or sale of assets. At December 31, 2001, the company was in compliance with these covenants.
 
Net interest expense includes finance charge income of $4.5 million, $5.3 million and $4.6 million in 2001, 2000, and 1999. Finance charge income represents payments from customers for past due balances on their accounts. Cash payments for interest during 2001, 2000, and 1999 were $10.8 million, $16.5 million, and $16.0 million.
 
The estimated fair value of long term debt is based on the borrowing rates currently available to the company for loans with similar terms and average maturities. As of December 31, 2001, the company had no long term debt due within the next five years.
 
Note 9—Off Balance Sheet Receivables Financing Facility
 
Under the terms of the Receivables Financing Facility, OMF is entitled to transfer, without recourse, certain of the company’s trade receivables and to receive up to $225.0 million from a group of unrelated third party purchasers at a cost of funds

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equal to commercial paper rates, the Prime Rate or LIBOR (plus a charge for administrative and credit support services). The terms of the facility require the company to maintain certain levels of net worth, current ratio, leverage ratio and fixed coverage, and restrict the company’s ability to materially alter the character of the business through consolidation, merger, or purchase or sale of assets. The company continues to service the receivables that are transferred under the facility on behalf of the purchasers at estimated market rates. Accordingly, the company has not recognized a servicing asset or liability.
 
In the second quarter of 2001, the company adopted the provisions of SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of SFAS 125 of the same title. SFAS 140 revised the standards for securitizations and other transfers of financial assets and expanded the disclosure requirements for such transactions, while carrying over many of the provisions of SFAS 125 without change. The provisions of SFAS 140 are effective for transfers of financial assets and extinguishments of liabilities occurring after March 31, 2001, and are to be applied prospectively. The adoption of this Standard did not require a change in the company’s accounting treatment of sales of accounts receivable under its Receivables Financing Facility, or have any material effect on the company’s consolidated financial position, results of operations, or cash flows. The company adopted the disclosure requirements of SFAS 140 in 2000.
 
At December 31, 2001 and 2000, net accounts receivable of $70.0 million and $80.0 million had been sold under the agreement and, as a result, have been excluded from the consolidated balance sheets.
 
Note 10—Derivative Financial Instruments
 
The company enters into interest rate swaps as part of its interest rate risk management strategy. The purpose of these swaps is to maintain the company’s desired mix of fixed to floating rate financing in order to manage interest rate risk. In July 2001, the company entered into interest rate swap agreements of $100.0 million notional amounts that effectively converted a portion of the company’s fixed rate financing instruments to variable rates. These swaps were designated as fair value hedges of a portion of the company’s 2011 Notes and, as the terms of the swaps are identical to the terms of the Notes, qualify for an assumption of no ineffectiveness under the provisions of SFAS 133. Under these agreements, expiring in July 2011, the company pays the counterparties a variable rate based on LIBOR and the counterparties pay the company a fixed interest rate of 8½%. Previously, the company had similar interest rate swap agreements of $100.0 million notional amounts that were designated as fair value hedges of a portion of the company’s 2006 Notes, which were cancelled by their respective counterparties on May 28, 2001. Under these agreements, the company paid the counterparties a variable rate based on LIBOR and the counterparties paid the company a fixed interest rate ranging from 7.35% to 7.38%.
 
The payments received or disbursed in connection with the interest rate swaps are included in interest expense, net. Based on estimates of the prices obtained from a dealer, the fair value of the company’s interest rate swaps at December 31, 2001 and 2000 was $3.4 million and $0.1 million. At December 31, 2001, the swaps were recorded in other assets on the consolidated balance sheet, in accordance with the provisions of SFAS 133. At December 31, 2000, which was prior to implementation of SFAS 133, the outstanding swaps were not recorded on the consolidated balance sheet.
 
The company is exposed to certain losses in the event of nonperformance by the counterparties to these swap agreements. However, the company’s exposure is not material and, since the counterparties are investment grade financial institutions, nonperformance is not anticipated.
 
Note 11—Mandatorily Redeemable Preferred Securities
 
In May 1998, Owens & Minor Trust I (Trust), a statutory business trust sponsored and wholly owned by Owens & Minor, Inc. (O&M), issued 2,640,000 shares of $2.6875 Term Convertible Securities, Series A (Securities), for aggregate proceeds of $132.0 million. Each Security has a liquidation value of $50. The net proceeds were invested by the Trust in 5.375% Junior Subordinated Convertible Debentures of O&M (Debentures). The Debentures are the sole assets of the Trust. O&M applied substantially all of the net proceeds of the Debentures to repurchase 1,150,000 shares of its Series B Cumulative Preferred Stock at its par value.
 
The Securities accrue and pay quarterly cash distributions at an annual rate of 5.375% of the liquidation value. Each

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Security is convertible into 2.4242 shares of the common stock of O&M at the holder’s option prior to May 1, 2013. The Securities are mandatorily redeemable upon the maturity of the Debentures on April 30, 2013, and may be redeemed by the company in whole or in part after May 1, 2001. The obligations of the Trust, as provided under the term of the Securities, are fully and unconditionally guaranteed by O&M.
 
The estimated fair value of the Securities was $130.0 million and $122.1 million at December 31, 2001 and 2000 based on quoted market prices. As of December 31, 2001 and 2000, the company had accrued $1.2 million of distributions related to the Securities.
 
Note 12—Stock-based Compensation
 
The company maintains stock-based compensation plans (Plans) that provide for the granting of stock options, stock appreciation rights (SARs), restricted common stock and common stock. The Plans are administered by the Compensation and Benefits Committee of the Board of Directors and allow the company to award or grant to officers, directors and employees incentive, non-qualified and deferred compensation stock options, SARs and restricted and unrestricted stock. At December 31, 2001, approximately 1.5 million common shares were available for issuance under the Plans.
 
Stock options awarded under the Plans generally vest over three years and expire seven to ten years from the date of grant. The options are granted at a price equal to fair market value at the date of grant. Restricted stock awarded under the Plans generally vests over three or five years. At December 31, 2001, there were no SARs outstanding.
 
The company has a Management Equity Ownership Program. This program requires each of the company’s officers to own the company’s common stock at specified levels, which gradually increase over five years. Officers who meet specified ownership goals in a given year are awarded restricted stock under the provisions of the program. The company also has an Annual Incentive Plan. Under the plan, certain employees may be awarded restricted stock based on pre-established objectives. Upon issuance of restricted shares, unearned compensation is charged to shareholders’ equity for the market value of restricted stock and recognized as compensation expense ratably over the vesting period. In 2001, 2000 and 1999, the company issued 72 thousand, 117 thousand and 78 thousand shares of restricted stock, at weighted-average market values of $15.79, $8.63 and $12.04. Amortization of unearned compensation for restricted stock awards was approximately $774 thousand, $693 thousand and $534 thousand for 2001, 2000 and 1999.
 
The following table summarizes the activity and terms of outstanding options at December 31, 2001, and for the years in the three-year period then ended:
 
(in thousands, except per share data)
      
2001
     
2000
     
1999
      
Options
       
Average Exercise Price
     
Options
       
Average Exercise Price
     
Options
       
Average Exercise Price
Options outstanding at beginning of year
     
2,503
 
     
$
12.82
     
2,448
 
     
$
13.75
     
2,001
 
     
$
13.78
Granted
     
480
 
     
 
16.03
     
500
 
     
 
8.73
     
600
 
     
 
13.70
Exercised
     
(696
)
     
 
13.01
     
(358
)
     
 
13.57
     
(6
)
     
 
12.68
Expired/cancelled
     
(68
)
     
 
11.56
     
(87
)
     
 
12.38
     
(147
)
     
 
13.66
Outstanding at end of year
     
2,219
 
     
$
13.46
     
2,503
 
     
$
12.82
     
2,448
 
     
$
13.75
Exercisable options at end of year
     
1,413
 
     
$
13.56
     
1,655
 
     
$
13.75
     
1,560
 
     
$
13.83
 

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At December 31, 2001, the following option groups were outstanding:
 
    
Outstanding
   
Exercisable
Range of Exercise Prices
   
Number of Options (000’s)
   
Weighted Average Exercise Price
     
Weighted Average Remaining Contractual Life (Years)
   
Number of Options (000’s)
   
Weighted Average Exercise Price
     
Weighted Average Remaining Contractual Life (Years)
$8.31 – 11.94
   
460
   
$
8.92
     
7.65
   
206
   
$
9.54
     
7.13
$12.56 – 14.69
   
987
   
$
13.72
     
5.71
   
873
   
$
13.64
     
5.53
$15.42 – 19.00
   
772
   
$
15.84
     
4.95
   
334
   
$
15.83
     
3.35
    
2,219
   
$
13.46
     
5.85
   
1,413
   
$
13.56
     
5.25
 
Using the intrinsic value method, the company’s 2001, 2000 and 1999 net income includes stock-based compensation expense (net of tax benefit) of approximately $464 thousand, $381 thousand and $306 thousand. Had the company included in stock-based compensation expense the fair value at grant date of stock option awards granted in 2001, 2000 and 1999, net income would have been $21.5 million (or $0.64 per basic and diluted common share), $32.4 million (or $0.99 per basic common share and $0.92 per diluted common share) and $26.6 million (or $0.82 per basic common share and $0.78 per diluted common share) for the years ended December 31, 2001, 2000 and 1999. The weighted average fair value of options granted in 2001, 2000 and 1999 was $5.37, $2.69 and $4.35, per option. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants: dividend yield of 1.4%-1.7% in 2001, 1.6%-3.0% in 2000, and 1.6%-2.4% in 1999; expected volatility of 41.4% in 2001, 36.7% in 2000, and 32.4%-38.6% in 1999; risk-free interest rate of 4.4% in 2001, 5.1% in 2000, and 6.4% in 1999; and expected lives of 4 years in 2001, 5 years in 2000, and 2.1-5.1 years in 1999.
 
Note 13—Retirement Plans
 
Savings and Protection Plan.  The company maintains a voluntary Savings and Protection Plan covering substantially all full-time employees who have completed one month of service and have attained age 18. The company matches a certain percentage of each employee’s contribution. The plan provides for a minimum contribution by the company to the plan for all eligible employees of 1% of their salary.
 
This contribution can be increased at the company’s discretion. The company incurred approximately $3.0 million, $2.7 million and $2.5 million of expenses related to this plan in 2001, 2000, and 1999.
 
Pension Plan.  The company has a noncontributory pension plan covering substantially all employees who had earned benefits as of December 31, 1996. On that date, substantially all of the benefits of employees under this plan were frozen, with all participants becoming fully vested. The company expects to continue to fund the plan based on federal requirements, amounts deductible for income tax purposes and as needed to ensure that plan assets are sufficient to satisfy plan liabilities. As of December 31, 2001, plan assets consist primarily of equity securities, including 34 thousand shares of the company’s common stock, and U.S. Government securities.
 
Retirement Plan.  The company also has a noncontributory, unfunded retirement plan for certain officers and other key employees. Benefits are based on a percentage of the employees’ compensation. The company maintains life insurance policies on plan participants to act as a financing source for the plan.

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The following table sets forth the plans’ financial status and the amounts recognized in the company’s consolidated balance sheets:
 
(in thousands)
      
Pension Plan
       
Retirement Plan
  
December 31,
     
2001
       
2000
       
2001
       
2000
  
Change in benefit obligation
                                            
Benefit obligation, beginning of year
     
$
23,053
 
     
$
22,518
 
     
$
11,519
 
     
$
5,888
 
Service cost
     
 
193
 
     
 
224
 
     
 
567
 
     
 
466
 
Interest cost
     
 
1,518
 
     
 
1,540
 
     
 
878
 
     
 
604
 
Amendment
     
 
–
 
     
 
–
 
     
 
        –  
 
     
 
3,574
 
Actuarial loss (gain)
     
 
(965
)
     
 
142
 
     
 
1,994
 
     
 
1,197
 
Benefits paid
     
 
(1,131
)
     
 
(1,371
)
     
 
(241
)
     
 
(210
)
Benefit obligation, end of year
     
$
22,668
 
     
$
23,053
 
     
$
14,717
 
     
$
11,519
 
Change in plan assets
                                            
Fair value of plan assets, beginning of year
     
$
24,764
 
     
$
27,785
 
     
 
$      –  
 
     
$
–       
 
Actual return on plan assets
     
 
(2,179
)
     
 
(1,650
)
     
 
        –  
 
     
 
–   
 
Employer contribution
     
 
–
 
     
 
–
 
     
 
241
 
     
 
210
 
Benefits paid
     
 
(1,131
)
     
 
(1,371
)
     
 
(241
)
     
 
(210
)
Fair value of plan assets, end of year
     
$
21,454
 
     
$
24,764
 
     
 
$      –  
 
     
$
  –       
 
Funded status
                                            
Funded status at December 31
     
$
(1,214
)
     
$
1,711
 
     
$
(14,717
)
     
$
(11,519
)
Unrecognized net actuarial (gain) loss
     
 
3,050
 
     
 
(294
)
     
 
3,767
 
     
 
1,830
 
Unrecognized prior service cost
     
 
–
 
     
 
–
 
     
 
2,972
 
     
 
3,254
 
Unrecognized net transition obligation
     
 
–
 
     
 
–
 
     
 
41
 
     
 
82
 
Net amount recognized
     
$
1,836
 
     
$
1,417
 
     
$
(7,937
)
     
$
(6,353
)
Amounts recognized in the consolidated balance sheets
                                            
Prepaid (accrued) benefit cost
     
$
(1,214
)
     
$
1,417
 
     
$
(10,981
)
     
$
(8,255
)
Intangible asset
     
 
–
 
     
 
–
 
     
 
3,013
 
     
 
1,902
 
Accumulated other comprehensive loss
     
 
3,050
 
     
 
–
 
     
 
31
 
     
 
–
 
Net amount recognized
     
$
1,836
 
     
$
1,417
 
     
$
(7,937
)
     
$
(6,353
)

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The components of net periodic pension cost for the Pension and Retirement Plans are as follows:
 
(in thousands)
Year ended December 31,
   
2001
       
2000
       
1999
  
Service cost
   
$
760
 
     
$
690
 
     
$
767
 
Interest cost
   
 
2,396
 
     
 
2,144
 
     
 
1,876
 
Expected return on plan assets
   
 
(2,130
)
     
 
(2,026
)
     
 
(1,811
)
Amortization of prior service cost (benefit)
   
 
282
 
     
 
133
 
     
 
(16
)
Amortization of transition obligation
   
 
41
 
     
 
41
 
     
 
41
 
Recognized net actuarial loss
   
 
56
 
     
 
2
 
     
 
84
 
Net periodic pension cost
   
$
1,405
 
     
$
984
 
     
$
941
 
 
The weighted average discount rate used in determining the actuarial present value of the projected benefit obligations was assumed to be 7.25% for the Pension Plan and the Retirement Plan in 2001 and 6.75% for the Pension Plan and 7.75% for the Retirement Plan in 2000. The rate of increase in future compensation levels used in determining the projected benefit obligation was 5.5% in 2001 and 2000. The expected long-term rate of return on plan assets was assumed to be 8.5% in 2001 and 2000.
 
Note 14—Income Taxes
 
The income tax provision consists of the following:
 
(in thousands)
Year ended December 31,
   
2001
   
2000
     
1999
Current tax provision:
                       
Federal
   
$
18,974
   
$
23,604
 
   
$
11,724
State
   
 
4,232
   
 
4,761
 
   
 
2,119
Total current provision
   
 
23,206
   
 
28,365
 
   
 
13,843
Deferred tax provision (benefit):
                       
Federal
   
 
9,859
   
 
(1,131
)
   
 
7,206
State
   
 
1,409
   
 
(162
)
   
 
1,030
Total deferred provision (benefit)
   
 
11,268
   
 
(1,293
)
   
 
8,236
Total income tax provision
   
$
34,474
   
$
27,072
 
   
$
22,079
A reconciliation of the federal statutory rate to the company’s effective income tax rate is shown below:
 
Year ended
December 31,
   
2001
     
2000
     
1999
  
Federal statutory rate
   
35.0
%
   
35.0
%
   
35.0
%
Increases in the rate resulting from:
                     
State income taxes, net of federal income tax impact
   
4.8
 
   
5.5
 
   
5.5
 
Provision for tax contingencies
   
11.1
 
   
–
 
   
–
 
Nondeductible goodwill amortization
   
2.4
 
   
2.5
 
   
3.0
 
Other, net
   
0.1
 
   
2.0
 
   
0.6
 
Effective rate
   
53.4 
%
   
45.0 
%
   
44.1 
%
 
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
 
(in thousands)
December 31,
   
2001
       
2000
  
Deferred tax assets:
                    
Allowance for doubtful accounts
   
$
2,118
 
     
$
2,567
 
Accrued liabilities not currently deductible
   
 
3,919
 
     
 
3,979
 
Employee benefit plans
   
 
6,051
 
     
 
4,214
 
Restructuring accrual
   
 
708
 
     
 
1,416
 
Property and equipment
   
 
970
 
     
 
201
 
Tax loss carryforward, net
   
 
–
 
     
 
205
 
Investment
   
 
–
 
     
 
419
 
Other
   
 
1,152
 
     
 
1,301
 
Total deferred tax assets
   
 
14,918
 
     
 
14,302
 
Deferred tax liabilities:
                    
Merchandise inventories
   
 
34,218
 
     
 
25,133
 
Accounts receivable
   
 
–
 
     
 
700
 
Goodwill
   
 
2,839
 
     
 
2,080
 
Computer software
   
 
3,653
 
     
 
2,422
 
Other
   
 
1,726
 
     
 
840
 
Total deferred tax liabilities
   
 
42,436
 
     
 
31,175
 
Net deferred tax liability
   
$
(27,518
)
     
$
(16,873
)

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Cash payments for income taxes for 2001, 2000, and 1999 were $23.5 million, $23.8 million, and $17.9 million.
 
In August 2000, the company received notice from the Internal Revenue Service (IRS) that it has disallowed certain prior year deductions for interest on loans associated with the company’s corporate-owned life insurance (COLI) program for the years 1995 to 1998. Management believes that the company has complied with the tax law as it relates to its COLI program, and has filed an appeal with the Internal Revenue Service.
 
However, several cases involving other corporations’ COLI programs have been decided in favor of the IRS, and consequently, the climate has become less favorable to taxpayers with respect to these programs. As a result, an income tax provision for the estimated liability of $7.2 million for taxes and interest was recorded in 2001 as management believes that it has become probable that the company will not achieve a favorable resolution of this matter. Notwithstanding this action, management does not agree with the IRS position and will continue to protest this matter either administratively or through litigation.
 
Note 15—Income Per Common Share Before Extraordinary Item
 
The following sets forth the computation of income per basic and diluted common share before extraordinary item:
 
(in thousands, except per share data)
Year ended December 31,
     
2001
     
2000
     
1999
Numerator:
                           
Numerator for income per basic common share before extraordinary item – income before extraordinary item
     
$
30,103
     
$
33,088
     
$
27,979
Distributions on convertible mandatorily redeemable preferred securities, net of taxes
     
 
4,257
     
 
3,902
     
 
3,966
Numerator for income per diluted common share before extraordinary item – income before extraordinary item after assumed conversions
     
$
34,360
     
$
36,990
     
$
31,945
Denominator:
                           
Denominator for income per basic common share before extraordinary item – weighted average shares
     
 
33,368
     
 
32,712
     
 
32,574
Effect of dilutive securities:
                           
Conversion of mandatorily redeemable preferred securities
     
 
6,400
     
 
6,400
     
 
6,400
Stock options and restricted stock
     
 
619
     
 
341
     
 
124
Denominator for income per diluted common share before extraordinary item – adjusted weighted average shares and assumed conversions
     
 
40,387
     
 
39,453
     
 
39,098
Income per basic common share before extraordinary item
     
$
0.90
     
$
1.01
     
$
0.86
Income per diluted common share before extraordinary item
     
$
0.85
     
$
0.94
     
$
0.82
 
During the years ended December 31, 2001, 2000 and 1999, outstanding options to purchase approximately 27 thousand, 1,550 thousand and 2,263 thousand common shares were excluded from the calculation of income per diluted common share before extraordinary item because their exercise price exceeded the average market price of the common stock for the year.

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Note 16—Accumulated Other Comprehensive Loss
 
Components of other comprehensive loss consist of the following:
 
(in thousands)
   
Unrealized Gain/(Loss) on Investment
    
Minimum Pension Liability Adjustment
     
Accumulated Other Comprehensive Loss
  
Balance December 31, 1999
  
$
–    
 
  
$
–      
 
   
$
–    
 
2000 change, gross
  
 
(1,047
)
  
 
–      
 
   
 
(1,047
)
Income tax benefit
  
 
419
 
  
 
–      
 
   
 
419
 
Balance December 31, 2000
  
 
(628
)
  
 
–      
 
   
 
(628
)
2001 change, gross
  
 
1,523
 
  
 
(3,081
)
   
 
(1,558
)
Income tax benefit (expense)
  
 
(609
)
  
 
1,233
 
   
 
624
 
Balance December 31, 2001
  
$
286
 
  
$
(1,848
)
   
$
(1,562
)
 
Note 17—Shareholders’ Equity
 
The company has a shareholder rights agreement under which  8/27ths of a Right is attendant to each outstanding share of common stock of the company. Each full Right entitles the registered holder to purchase from the company one one-hundredth of a share of Series A Participating Cumulative Preferred Stock (the Series A Preferred Stock), at an exercise price of $75 (the Purchase Price). The Rights will become exercisable, if not earlier redeemed, only if a person or group acquires 20% or more of the outstanding shares of the company’s common stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 20% or more of such outstanding shares. Each holder of a Right, upon the occurrence of certain events, will become entitled to receive, upon exercise and payment of the Purchase Price, Series A Preferred Stock (or in certain circumstances, cash, property or other securities of the company or a potential acquirer) having a value equal to twice the amount of the Purchase Price. The Rights will expire on April 30, 2004, if not earlier redeemed.
 
Note 18—Commitments And Contingencies
 
The company has a commitment through November 2, 2008 to outsource its information technology operations, including strategic application development services. The commitment is cancelable after November 2, 2003 with 180 days prior notice and payment of a minimum termination fee of between $3.0 million and $12.0 million depending upon the date of termination. The company has a commitment through December 2005 to outsource the management and operation of its mainframe computer. This commitment is cancelable at any time on 180 days prior notice and a minimum termination fee of between $1.7 million and $2.7 million, depending upon the date of termination. The company has a non-cancelable agreement through September 2004 to receive support and upgrades for certain computer software. Future minimum annual payments under this agreement for 2002, 2003 and 2004 are $0.5 million, $0.5 million and $0.4 million.
 
The company has entered into non-cancelable agreements to lease most of its office and warehouse facilities with remaining terms ranging from one to six years. Certain leases include renewal options, generally for five-year increments. The company also leases most of its trucks and material handling equipment for terms generally ranging from four to six years. At December 31, 2001, future minimum annual payments under non-cancelable operating lease agreements with original terms in excess of one year are as follows:
 
(in thousands)
    
Total
2002
   
$
22,737
2003
   
 
19,497
2004
   
 
14,769
2005
   
 
10,061
2006
   
 
5,153
Later years
   
 
3,264
Total minimum payments
   
$
75,481
 
Rent expense for all operating leases for the years ended December 31, 2001, 2000, and 1999 was $31.1 million, $28.1 million, and $26.1 million.
 
The company has limited concentrations of credit risk with respect to financial instruments. Temporary cash investments are placed with high credit quality institutions and concentrations within accounts and notes receivable are limited due to their geographic dispersion.
 
Net sales to member hospitals under contract with Novation totaled $1.9 billion in 2001, $1.8 billion in 2000 and $1.7 billion in 1999, approximately 51%, 51% and 53% of the company’s net sales. As members of a group purchasing organization, Novation hospitals have an incentive to purchase from

OWENS & MINOR 2001 ANNUAL REPORT

46

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their primary selected distributor; however, they operate independently and are free to negotiate directly with distributors and manufacturers. Net sales to member hospitals under contract with Broadlane totaled $0.4 billion in 2001, approximately 11% of the company’s net sales.
 
Note 19— Legal Proceedings
 
As of December 31, 2001, approximately 185 Lawsuits (the Lawsuits), seeking compensatory and punitive damages, in most cases of an unspecified amount, have been filed in various federal and state courts against the company, product manufacturers, and other distributors and sellers of natural rubber latex products. The company has obtained dismissal or summary judgment in 76 cases. The Lawsuits allege injuries arising from the use of latex products, principally medical gloves. The active Lawsuits (109) also include claims by approximately 70 spouses asserting loss of consortium. The company may be named as a defendant in additional, similar lawsuits in the future. In the course of its medical supply business, the company has distributed latex products, including medical gloves, but it does not, nor has it ever manufactured any latex products. The company has tendered the defense of the Lawsuits to manufacturer defendants whose gloves were distributed by the company. Manufacturers or their insurers have agreed to indemnify and assume the defense of the company in a total of ten (10) Lawsuits. The company will continue to vigorously pursue indemnification from latex product manufacturers. The company’s insurers are paying all costs of defense in the Lawsuits, and the company believes, at this time, that future defense costs and any potential liability should be adequately covered by the insurance, subject to policy limits and insurer solvency. Most of the Lawsuits are in the process of trial preparation. Several Lawsuits that were scheduled for trial have been dismissed on summary judgment. After analyzing the above factors at this point in time, it would appear that the likelihood of a material loss to the company with respect to the Lawsuits is remote.
 
The company is party to various other legal actions that are ordinary and incidental to its business. While the outcome of legal actions cannot be predicted with certainty, management believes the outcome of these proceedings will not have a material adverse effect on the company’s financial condition or results of operations.
 
Note 20—Condensed Consolidating Financial Information
 
The following tables present condensed consolidating financial information for: Owens & Minor, Inc.; on a combined basis, the guarantors of Owens & Minor, Inc.’s 2011 Notes; and the non-guarantor subsidiaries of the 2011 Notes. Separate financial statements of the guarantor subsidiaries are not presented because the guarantors are jointly, severally and unconditionally liable under the guarantees and the company believes the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries.

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Condensed Consolidating Financial Information

 
(in thousands)
Year ended
December 31, 2001
   
Owens & Minor, Inc.
     
Guarantor Subsidiaries
       
Non-guarantor Subsidiaries
     
Eliminations
     
Consolidated
  
Statements of Operations
                                               
Net sales
   
$
–       
 
   
$
3,814,994
 
     
$
–       
 
   
$
–         
 
   
$
3,814,994
 
Cost of goods sold
   
 
–
 
   
 
3,406,758
 
     
 
–
 
   
 
–
 
   
 
3,406,758
 
Gross margin
   
 
–
 
   
 
408,236
 
     
 
–
 
   
 
–
 
   
 
408,236
 
Selling, general and administrative expenses
   
 
–
 
   
 
296,072
 
     
 
735
 
   
 
–
 
   
 
296,807
 
Depreciation and amortization
   
 
–
 
   
 
22,469
 
     
 
–
 
   
 
–
 
   
 
22,469
 
Interest expense, net
   
 
17,698
 
   
 
(4,335
)
     
 
–
 
   
 
–
 
   
 
13,363
 
Intercompany interest expense, net
   
 
(15,849
)
   
 
34,333
 
     
 
(18,484
)
   
 
–
 
   
 
–
 
Intercompany dividend income
   
 
(127,857
)
   
 
–
 
     
 
–
 
   
 
127,857
 
   
 
–
 
Discount on accounts receivable securitization
   
 
–
 
   
 
13
 
     
 
4,317
 
   
 
–
 
   
 
4,330
 
Impairment loss on investment
   
 
1,071
 
   
 
–
 
     
 
–
 
   
 
–
 
   
 
1,071
 
Distributions on mandatorily redeemable preferred securities
   
 
–
 
   
 
–
 
     
 
7,095
 
   
 
–
 
   
 
7,095
 
Restructuring credit
   
 
–
 
   
 
(1,476
)
     
 
–
 
   
 
–
 
   
 
(1,476
)
Total expenses
   
 
(124,937
)
   
 
347,076
 
     
 
(6,337
)
   
 
127,857
 
   
 
343,659
 
Income before income taxes and extraordinary item
   
 
124,937
 
   
 
61,160
 
     
 
6,337
 
   
 
(127,857
)
   
 
64,577
 
Income tax provision (benefit)
   
 
(1,005
)
   
 
32,677
 
     
 
2,802
 
   
 
–
 
   
 
34,474
 
Income before extraordinary item
   
 
125,942
 
   
 
28,483
 
     
 
3,535
 
   
 
(127,857
)
   
 
30,103
 
Extraordinary loss on early retirement of debt, net of tax benefit
   
 
(7,068
)
   
 
–
 
     
 
–
 
   
 
–
 
   
 
(7,068
)
Net income
   
$
118,874
 
   
$
28,483
 
     
$
3,535
 
   
$
(127,857
)
   
$
23,035
 

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Condensed Consolidating Financial Information

 
(in thousands)
Year ended
December 31, 2000
   
Owens & Minor, Inc.
     
Guarantor Subsidiaries
     
Non-guarantor Subsidiaries
       
Eliminations
   
Consolidated
  
Statements of Operations
                                           
Net sales
   
$
–       
 
   
$
3,503,583
 
   
    $
–      
 
     
$    –
   
$
3,503,583
 
Cost of goods sold
   
 
–
 
   
 
3,127,911
 
   
 
–
 
     
      –
   
 
3,127,911
 
Gross margin
   
 
–
 
   
 
375,672
 
   
 
–
 
     
      –
   
 
375,672
 
Selling, general and administrative expenses
   
 
137
 
   
 
266,684
 
   
 
1,384
 
     
      –
   
 
268,205
 
Depreciation and amortization
   
 
–
 
   
 
21,515
 
   
 
–
 
     
      –
   
 
21,515
 
Interest expense, net
   
 
17,869
 
   
 
(5,303
)
   
 
–
 
     
      –
   
 
12,566
 
Intercompany interest expense, net
   
 
(7,904
)
   
 
30,520
 
   
 
(22,616
)
     
      –
   
 
–
 
Discount on accounts receivable securitization
   
 
–
 
   
 
15
 
   
 
6,866
 
     
      –
   
 
6,881
 
Distributions on mandatorily redeemable preferred securities
   
 
–
 
   
 
–
 
   
 
7,095
 
     
      –
   
 
7,095
 
Restructuring credit
   
 
–
 
   
 
(750
)
   
 
–
 
     
      –
   
 
(750
)
Total expenses
   
 
10,102
 
   
 
312,681
 
   
 
(7,271
)
     
      –
   
 
315,512
 
Income (loss) before income taxes
   
 
(10,102
)
   
 
62,991
 
   
 
7,271
 
     
      –
   
 
60,160
 
Income tax provision (benefit)
   
 
(4,445
)
   
 
27,841
 
   
 
3,676
 
     
      –
   
 
27,072
 
Net income (loss)
   
$
(5,657
)
   
$
35,150
 
   
$
3,595
 
     
      –
   
$
33,088
 
Year ended
December 31, 1999
   
Owens & Minor, Inc.
     
Guarantor Subsidiaries
     
Non-guarantor Subsidiaries
       
Eliminations
   
Consolidated
  
Statements of Operations
                                           
Net sales
   
$
–       
 
   
$
3,194,134
 
   
$
–      
 
     
$    –
   
$
3,194,134
 
Cost of goods sold
   
 
–
 
   
 
2,851,556
 
   
 
–
 
     
      –
   
 
2,851,556
 
Gross margin
   
 
–
 
   
 
342,578
 
   
 
–
 
     
      –
   
 
342,578
 
Selling, general and administrative expenses
   
 
9
 
   
 
249,390
 
   
 
561
 
     
      –
   
 
249,960
 
Depreciation and amortization
   
 
–
 
   
 
19,365
 
   
 
–
 
     
      –
   
 
19,365
 
Interest expense, net
   
 
16,798
 
   
 
(4,938
)
   
 
–
 
     
      –
   
 
11,860
 
Intercompany interest expense, net
   
 
(6,976
)
   
 
25,326
 
   
 
(18,350
)
     
      –
   
 
–
 
Discount on accounts receivable securitization
   
 
–
 
   
 
32
 
   
 
5,208
 
     
      –
   
 
5,240
 
Distributions on mandatorily redeemable preferred securities
   
 
–
 
   
 
–
 
   
 
7,095
 
     
      –
   
 
7,095
 
Restructuring credit
   
 
–
 
   
 
(1,000
)
   
 
–
 
     
      –
   
 
(1,000
)
Total expenses
   
 
9,831
 
   
 
288,175
 
   
 
(5,486
)
     
      –
   
 
292,520
 
Income (loss) before income taxes
   
 
(9,831
)
   
 
54,403
 
   
 
5,486
 
     
      –
   
 
50,058
 
Income tax provision (benefit)
   
 
(4,326
)
   
 
23,865
 
   
 
2,540
 
     
      –
   
 
22,079
 
Net income (loss)
   
$
(5,505
)
   
$
30,538
 
   
$
2,946
 
     
$    –
   
$
27,979
 

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Condensed Consolidating Financial Information

(in thousands)
December 31, 2001
   
Owens & Minor, Inc.
     
Guarantor Subsidiaries
     
Non-guarantor Subsidiaries
     
Eliminations
     
Consolidated
  
Balance Sheets
                                             
Assets
                                             
Current assets
                                             
Cash and cash equivalents
   
$
507
 
   
$
445
 
   
$
1
 
   
$
–        
 
   
$
953
 
Accounts and notes receivable, net
   
 
–
 
   
 
–
 
   
 
264,235
 
   
 
–
 
   
 
264,235
 
Merchandise inventories
   
 
–
 
   
 
389,504
 
   
 
–
 
   
 
–
 
   
 
389,504
 
Intercompany advances, net
   
 
173,802
 
   
 
58,161
 
   
 
(231,963
)
   
 
–
 
   
 
–
 
Other current assets
   
 
17
 
   
 
24,743
 
   
 
–
 
   
 
–
 
   
 
24,760
 
Total current assets
   
 
174,326
 
   
 
472,853
 
   
 
32,273
 
   
 
–
 
   
 
679,452
 
Property and equipment, net
   
 
–
 
   
 
25,257
 
   
 
–
 
   
 
–
 
   
 
25,257
 
Goodwill, net
   
 
–
 
   
 
198,324
 
   
 
–
 
   
 
–
 
   
 
198,324
 
Intercompany investments
   
 
342,497
 
   
 
15,001
 
   
 
136,083
 
   
 
(493,581
)
   
 
–
 
Other assets, net
   
 
13,708
 
   
 
36,110
 
   
 
1,002
 
   
 
–
 
   
 
50,820
 
Total assets
   
$
530,531
 
   
$
747,545
 
   
$
169,358
 
   
$
(493,581
)
   
$
953,853
 
Liabilities and shareholders’ equity
                                             
Current liabilities
                                             
Accounts payable
   
$
–       
 
   
$
286,656
 
   
$
–        
 
   
$
–        
 
   
$
286,656
 
Accrued payroll and related liabilities
   
 
–
 
   
 
12,669
 
   
 
–
 
   
 
–
 
   
 
12,669
 
Deferred income taxes
   
 
(4
)
   
 
29,178
 
   
 
(2,020
)
   
 
–
 
   
 
27,154
 
Other accrued liabilities
   
 
7,242
 
   
 
32,622
 
   
 
1,331
 
   
 
–
 
   
 
41,195
 
Total current liabilities
   
 
7,238
 
   
 
361,125
 
   
 
(689
)
   
 
–
 
   
 
367,674
 
Long-term debt
   
 
203,449
 
   
 
–
 
   
 
–
 
   
 
–
 
   
 
203,449
 
Intercompany long-term debt
   
 
136,083
 
   
 
143,890
 
   
 
–
 
   
 
(279,973
)
   
 
–
 
Accrued pension and retirement plans
   
 
–
 
   
 
14,123
 
   
 
–
 
   
 
–
 
   
 
14,123
 
Deferred income taxes
   
 
(755
)
   
 
1,147
 
   
 
(28
)
   
 
–
 
   
 
364
 
Total liabilities
   
 
346,015
 
   
 
520,285
 
   
 
(717
)
   
 
(279,973
)
   
 
585,610
 
Company-obligated mandatorily redeemable preferred securities of subsidiary trust, holding solely convertible debentures of Owens & Minor, Inc.
   
 
–
 
   
 
–
 
   
 
132,000
 
   
 
–
 
   
 
132,000
 
Shareholders’ equity
                                             
Common stock
   
 
67,770
 
   
 
40,879
 
   
 
5,583
 
   
 
(46,462
)
   
 
67,770
 
Paid-in capital
   
 
27,181
 
   
 
151,145
 
   
 
16,001
 
   
 
(167,146
)
   
 
27,181
 
Retained earnings
   
 
89,279
 
   
 
37,084
 
   
 
16,491
 
   
 
–
 
   
 
142,854
 
Accumulated other comprehensive income (loss)
   
 
286
 
   
 
(1,848
)
   
 
–
 
   
 
–
 
   
 
(1,562
)
Total shareholders’ equity
   
 
184,516
 
   
 
227,260
 
   
 
38,075
 
   
 
(213,608
)
   
 
236,243
 
Total liabilities and shareholders’ equity
   
$
530,531
 
   
$
747,545
 
   
$
169,358
 
   
$
(493,581
)
   
$
953,853
 

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Condensed Consolidating Financial Information

(in thousands)
December 31, 2000
   
Owens & Minor, Inc.
     
Guarantor Subsidiaries
     
Non-guarantor Subsidiaries
     
Eliminations
     
Consolidated
  
Balance Sheets
                                             
Assets
                                             
Current assets
                                             
Cash and cash equivalents
   
$
507
 
   
$
118
     
$
1
 
   
$
–         
 
   
$
626
 
Accounts and notes receivable, net
   
 
–
 
   
 
24,224
     
 
237,681
 
   
 
–
 
   
 
261,905
 
Merchandise inventories
   
 
–
 
   
 
315,570
     
 
–
 
   
 
–
 
   
 
315,570
 
Intercompany advances, net
   
 
129,447
 
   
 
79,645
     
 
(209,092
)
   
 
–
 
   
 
–
 
Other current assets
   
 
17
 
   
 
16,173
     
 
–
 
   
 
–
 
   
 
16,190
 
    Total current assets
   
 
129,971
 
   
 
435,730
     
 
28,590
 
   
 
–
 
   
 
594,291
 
Property and equipment, net
   
 
–
 
   
 
24,236
     
 
3
 
   
 
–
 
   
 
24,239
 
Goodwill, net
   
 
–
 
   
 
204,849
     
 
–
 
   
 
–
 
   
 
204,849
 
Intercompany investments
   
 
213,637
 
   
 
15,001
     
 
136,083
 
   
 
(364,721
)
   
 
–
 
Other assets, net
   
 
8,735
 
   
 
35,157
     
 
277
 
   
 
–
 
   
 
44,169
 
Total assets
   
$
352,343
 
   
$
714,973
     
$
164,953
 
   
$
(364,721
)
   
$
867,548
 
Liabilities and shareholders’ equity
                                             
Current liabilities
                                             
Accounts payable
   
$
–      
 
   
$
291,507
     
$
–      
 
   
$
–         
 
   
$
291,507
 
Accrued payroll and related liabilities
   
 
  –
 
   
 
9,940
     
 
  –
 
   
 
–
 
   
 
9,940
 
Deferred income taxes
   
 
(85
)
   
 
18,828
     
 
(2,241
)
   
 
–
 
   
 
16,502
 
Other accrued liabilities
   
 
1,717
 
   
 
39,331
     
 
1,657
 
   
 
–
 
   
 
42,705
 
Total current liabilities
   
 
1,632
 
   
 
359,606
     
 
(584
)
   
 
–
 
   
 
360,654
 
Long-term debt
   
 
152,200
 
   
 
672
     
 
–
 
   
 
–
 
   
 
152,872
 
Intercompany long-term debt
   
 
136,083
 
   
 
–
     
 
–
 
   
 
(136,083
)
   
 
–
 
Accrued pension and retirement plans
   
 
–
 
   
 
8,879
     
 
–
 
   
 
–
 
   
 
8,879
 
Deferred income taxes
   
 
(930
)
   
 
1,304
     
 
(3
)
   
 
–
 
   
 
371
 
Total liabilities
   
 
288,985
 
   
 
370,461
     
 
(587
)
   
 
(136,083
)
   
 
522,776
 
Company-obligated mandatorily redeemable preferred securities of subsidiary trust, holding solely convertible debentures of Owens & Minor, Inc.
   
 
–
 
   
 
–
     
 
132,000
 
   
 
–
 
   
 
132,000
 
Shareholders’ equity
                                             
Common stock
   
 
66,360
 
   
 
40,879
     
 
5,583
 
   
 
(46,462
)
   
 
66,360
 
Paid-in capital
   
 
18,039
 
   
 
167,175
     
 
15,001
 
   
 
(182,176
)
   
 
18,039
 
Retained earnings (deficit)
   
 
(20,413
)
   
 
136,458
     
 
12,956
 
   
 
–
 
   
 
129,001
 
Accumulated other comprehensive loss
   
 
(628
)
   
 
–
     
 
–
 
   
 
–
 
   
 
(628
)
Total shareholders’ equity
   
 
63,358
 
   
 
344,512
     
 
33,540
 
   
 
(228,638
)
   
 
212,772
 
Total liabilities and shareholders’ equity
   
$
352,343
 
   
$
714,973
     
$
164,953
 
   
$
(364,721
)
   
$
867,548
 

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Condensed Consolidating Financial Information

 
(in thousands)
Year ended
December 31, 2001
   
Owens & Minor, Inc.
     
Guarantor Subsidiaries
     
Non-
guarantor Subsidiaries
     
Eliminations
     
Consolidated
  
Statements of Cash Flows
                                             
Operating Activities
                                             
Income before extraordinary item
   
$
125,942
 
   
$
28,483
 
   
$
3,535
 
   
$
(127,857
)
   
$
30,103
 
Adjustments to reconcile income before extraordinary item to cash provided by (used for) operating activities:
                                             
Depreciation and amortization
   
 
–
 
   
 
22,469
 
   
 
–
 
   
 
–
 
   
 
22,469
 
Restructuring credit
   
 
–
 
   
 
(1,476
)
   
 
–
 
   
 
–
 
   
 
(1,476
)
Impairment loss on investment
   
 
1,071
 
   
 
–
 
   
 
–
 
   
 
–
 
   
 
1,071
 
Deferred income taxes
   
 
256
 
   
 
10,816
 
   
 
196
 
   
 
–
 
   
 
11,268
 
Provision for LIFO reserve
   
 
–
 
   
 
4,264
 
   
 
–
 
   
 
–
 
   
 
4,264
 
Provision for losses on accounts and notes receivable
   
 
–
 
   
 
1,300
 
   
 
(518
)
   
 
–
 
   
 
782
 
Collections of sold accounts receivable
   
 
–
 
   
 
–
 
   
 
(10,000
)
   
 
–
 
   
 
(10,000
)
Changes in operating assets and liabilities:
                                             
Accounts and notes receivable
   
 
–
 
   
 
22,924
 
   
 
(16,036
)
   
 
–
 
   
 
6,888
 
Merchandise inventories
   
 
–
 
   
 
(78,198
)
   
 
–
 
   
 
–
 
   
 
(78,198
)
Accounts payable
   
 
–
 
   
 
10,049
 
   
 
–
 
   
 
–
 
   
 
10,049
 
Net change in other current assets and current liabilities
   
 
10,236
 
   
 
(10,112
)
   
 
(76
)
   
 
–
 
   
 
48
 
Other, net
   
 
3,100
 
   
 
1,248
 
   
 
25
 
   
 
–
 
   
 
4,373
 
Cash provided by (used for) operating activities
   
 
140,605
 
   
 
11,767
 
   
 
(22,874
)
   
 
(127,857
)
   
 
1,641
 
Investing Activities
                                             
Additions to property and equipment
   
 
–
 
   
 
(10,147
)
   
 
–
 
   
 
–
 
   
 
(10,147
)
Additions to computer software
   
 
–
 
   
 
(6,686
)
   
 
–
 
   
 
–
 
   
 
(6,686
)
Decrease in intercompany investments, net
   
 
15,030
 
   
 
–
 
   
 
–
 
   
 
(15,030
)
   
 
–
 
Investment in intercompany debt
   
 
(143,890
)
   
 
–
 
   
 
–
 
   
 
143,890
 
   
 
–
 
Other, net
   
 
–
 
   
 
139
 
   
 
(997
)
   
 
–
 
   
 
(858
)
Cash used for investing activities
   
 
(128,860
)
   
 
(16,694
)
   
 
(997
)
   
 
128,860
 
   
 
(17,691
)
Financing Activities
                                 &nb