Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Avanos Medical, Inc. | |
Entity Central Index Key | 1,606,498 | |
Trading Symbol | AVNS | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 47,428,448 |
CONDENSED CONSOLIDATED INCOME S
CONDENSED CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net Sales | $ 165.1 | $ 150.5 | $ 482.4 | $ 445.3 |
Cost of products sold | 60.4 | 69.5 | 191.9 | 198.3 |
Gross Profit | 104.7 | 81 | 290.5 | 247 |
Research and development | 10.5 | 9.6 | 31.2 | 26.1 |
Selling and general expenses | 86.3 | 78.4 | 252.5 | 244.3 |
Other (income) expense, net | 0.9 | 3.4 | (2) | 16.7 |
Operating Income (Loss) | 7 | (10.4) | 8.8 | (40.1) |
Interest income | 2.2 | 0.7 | 5.4 | 1.6 |
Interest expense | (4.2) | (8.1) | (22.9) | (23.5) |
Income (Loss) Before Income Taxes | 5 | (17.8) | (8.7) | (62) |
Income tax (provision) benefit | (0.8) | 7.6 | 2.9 | 25.5 |
Income (Loss) from Continuing Operations | 4.2 | (10.2) | (5.8) | (36.5) |
Income from Discontinued Operations, net of tax | 26.8 | 65.5 | 83 | |
Net Income | $ 4.2 | $ 16.6 | $ 59.7 | $ 46.5 |
Basic: | ||||
Continuing Operations (in dollars per share) | $ 0.09 | $ (0.22) | $ (0.12) | $ (0.78) |
Discontinued Operations (in dollars per share) | 0.57 | 1.39 | 1.78 | |
Basic Earnings Per Share (in dollars per share) | 0.09 | 0.35 | 1.27 | 1 |
Diluted | ||||
Continuing Operations (in dollars per share) | 0.09 | (0.22) | (0.12) | (0.78) |
Discontinued Operations (in dollars per share) | 0.57 | 1.39 | 1.78 | |
Diluted Earnings Per Share (in dollars per share) | $ 0.09 | $ 0.35 | $ 1.27 | $ 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Income | $ 4.2 | $ 16.6 | $ 59.7 | $ 46.5 |
Other Comprehensive Income (Loss), Net of Tax | ||||
Unrealized currency translation adjustments | 1.6 | 3.5 | 0.9 | 18 |
Defined benefit plans | 0.1 | 0.7 | 0.3 | |
Cash flow hedges | 0.1 | (0.8) | 1.2 | |
Total Other Comprehensive Income, Net of Tax | 1.6 | 3.7 | 0.8 | 19.5 |
Comprehensive Income | $ 5.8 | $ 20.3 | $ 60.5 | $ 66 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 411,800,000 | $ 219,700,000 |
Accounts receivable, net of allowances | 151,800,000 | 203,000,000 |
Inventories | 121,200,000 | 91,100,000 |
Prepaid expenses and other current assets | 52,400,000 | 14,400,000 |
Assets held for sale | 0 | 632,500,000 |
Total Current Assets | 737,200,000 | 1,160,700,000 |
Property, Plant and Equipment, net | 137,000,000 | 109,900,000 |
Goodwill | 786,700,000 | 764,700,000 |
Other Intangible Assets, net | 173,900,000 | 148,900,000 |
Deferred Tax Assets | 6,300,000 | 7,600,000 |
Other Assets | 3,400,000 | 4,100,000 |
TOTAL ASSETS | 1,844,500,000 | 2,195,900,000 |
Current Liabilities | ||
Current portion of long-term debt | 0 | 39,800,000 |
Trade accounts payable | 159,200,000 | 171,200,000 |
Accrued expenses | 106,300,000 | 144,900,000 |
Liabilities held for sale | 0 | 33,900,000 |
Total Current Liabilities | 265,500,000 | 389,800,000 |
Long-Term Debt | 247,600,000 | 541,100,000 |
Deferred Tax Liabilities | 1,100,000 | 17,800,000 |
Other Long-Term Liabilities | 30,100,000 | 31,800,000 |
Total Liabilities | 544,300,000 | 980,500,000 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock - $0.01 par value - authorized 20,000,000 shares, none issued | 0 | 0 |
Common stock - $0.01 par value - authorized 300,000,000 shares, 47,426,996 outstanding as of September 30, 2018 and 46,920,076 outstanding as of December 31, 2017 | 500,000 | 500,000 |
Additional paid-in capital | 1,575,500,000 | 1,550,500,000 |
Accumulated deficit | (240,200,000) | (299,900,000) |
Treasury stock | (5,100,000) | (4,400,000) |
Accumulated other comprehensive loss | (30,500,000) | (31,300,000) |
Total Stockholders’ Equity | 1,300,200,000 | 1,215,400,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,844,500,000 | $ 2,195,900,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 47,426,996 | 46,920,076 |
CONDENSED CONSOLIDATED CASH FLO
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities | ||
Net income | $ 59.7 | $ 46.5 |
Depreciation and amortization | 24.5 | 48.5 |
Stock-based compensation expense | 8 | 11.9 |
Net non-cash gain on Divestiture | (98.4) | 0 |
Net loss on asset dispositions | 1.3 | 0.1 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 57.3 | (5.1) |
Inventories | (34.3) | (28) |
Prepaid expenses and other assets | (36.9) | 1 |
Accounts payable | (71.5) | 2.2 |
Accrued expenses | (37.9) | (6.6) |
Other | (10) | 9.6 |
Cash (Used in) Provided by Operating Activities | (138.2) | 80.1 |
Investing Activities | ||
Capital expenditures | (31.4) | (30.6) |
Acquisition of business, net of cash acquired | (65.6) | |
Proceeds from the Divestiture | 754.3 | 0 |
Proceeds from dispositions of property | 0 | 0.1 |
Cash Provided by (Used in) Investing Activities | 657.3 | (30.5) |
Financing Activities | ||
Debt repayments | (339) | 0 |
Purchase of treasury stock | (0.6) | (2) |
Proceeds from the exercise of stock options | 16.8 | 2.3 |
Cash (Used in) Provided by Financing Activities | (322.8) | 0.3 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (4.2) | 2.5 |
Increase in Cash and Cash Equivalents | 192.1 | 52.4 |
Cash and Cash Equivalents - Beginning of Period | 219.7 | 113.7 |
Cash and Cash Equivalents - End of Period | $ 411.8 | $ 166.1 |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Accounting Policies | Note 1. Accounting Policies Background and Basis of Presentation Avanos Medical, Inc., formerly Halyard Health, Inc., is a medical technology company that operates its business through its Medical Devices business segment. References to “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. On April 30, 2018, we closed the sale of our S&IP business, including the name “Halyard Health” (and all variations thereof and related intellectual property rights). Accordingly, the Company’s name was changed from “Halyard Health, Inc.” to “Avanos Medical, Inc.” effective June 30, 2018. Avanos is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. We are committed to addressing some of today’s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. Interim Financial Statements We prepared the accompanying condensed consolidated financial statements according to accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and the condensed consolidated financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017. Our unaudited interim condensed consolidated financial statements contain all necessary material adjustments, which are of a normal and recurring nature, to fairly state our financial condition, results of operations and cash flows for the periods presented. Use of Estimates Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Actual results could differ from these estimates, and the effect of the difference could be material to our financial statements. Changes in these estimates are recorded when known. Annual Goodwill Impairment Test We test goodwill for impairment annually or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying amount. We operate as a single operating segment with one reporting unit, and accordingly, the goodwill impairment test was based on an evaluation of the fair value of our Company as a whole, using a market capitalization approach. We completed our annual impairment test as of July 1, 2018, and based on a market capitalization approach, we determined that our fair value substantially exceeds the net carrying value of our reporting unit. Revenue Recognition Sales revenue is recognized at a point in time, which is upon shipment or upon delivery of our products to unaffiliated customers, depending on shipping terms. Accordingly, control of the products transfers to the customer in accordance with the transaction's shipping terms. Sales revenue is recognized for the amount of consideration that we expect to be entitled to in exchange for our products. Sales are reported net of estimated cash discounts, returns, rebates and incentives, each as described below, and freight allowed. Taxes imposed by governmental authorities, such as sales taxes or value-added taxes, are excluded from net sales. We provide medical products to distributors or end-user customers under supply agreements under which customers may place purchase orders for a variety of our products at specified pricing over a specified term, usually three years. While our sales and marketing efforts are directed to hospitals or other healthcare providers, our products are generally sold through third-party distribution channels. Under our contracts with customers, our performance obligations are normally limited to shipment or delivery of products to a customer upon receipt of a purchase order. We bill our customers, depending on shipping terms, upon shipment or delivery of the products to the customer. Amounts billed are typically due within 30 days, with a 1% discount allowed for distributors if payment is made within 15 days. We estimate cash discounts based on historical experience and record the cash discounts as an allowance to trade receivables. The differences between estimated and actual cash discounts are normally not material. We allow for returns within a specified period of time following the customers' receipt of the goods and estimate an allowance to trade receivables for returns based on historical experience. The differences between estimated and actual returns are normally not material. Our contracts provide for forms of variable consideration including rebates, incentives and pricing tiers, each of which are described below: Rebates - We provide for rebates to distributors for estimated historical differences between list prices and average end-user customer prices and the quantity of products expected to be sold to specific end-user customers. We maintain a liability for the estimated rebates that have been earned but unpaid. Differences between estimated and actual rebates are normally not material. Incentives - Incentives include fees paid to group purchasing organizations ("GPOs") or distributors in conjunction with the sales of our products to end-user customers. We estimate our incentive liability based on historical experience. Differences between estimated and actual incentives are normally not material. Pricing tiers - In certain of our contracts, pricing is dependent on volumes purchased. Pricing is lower for customers who purchase higher volumes. Customers are placed in a pricing tier based on expected purchase volume, which is developed primarily using the customer's purchase history. Depending on the customer's purchases, we may move the customer up or down a tier. Pricing in the new pricing tier is applied to purchase orders prospectively. There are no retrospective adjustments based on movements between pricing tiers. See Note 5, "Supplemental Balance Sheet Information" for disclosure of our allowances for cash discounts, sales returns and doubtful accounts, and accrued rebates and incentives as of September 30, 2018 and December 31, 2017. Recently Adopted Accounting Pronouncements Effective January 1, 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In February 2018, the FASB issued ASU No. 2018-02, Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities. In February 2016, the FASB issued ASU No. 2016-02, Leases. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 2. On April 30, 2018, we closed the sale of our S&IP business, which included the name “Halyard Health” (and all variations thereof and related intellectual property rights) and our information technology (“IT”) system (the “Divestiture”) pursuant to an Amended and Restated Purchase Agreement (“Amended and Restated Purchase Agreement”) dated April 30, 2018 by and among us and certain of our affiliates and Owens & Minor, Inc. (“Buyer”). The purchase price paid for the Divestiture was $710.0 million in cash plus certain adjustments as provided in the Amended and Restated Purchase Agreement, and resulted in a gain of $89.9 million. A portion of the net proceeds have been used to retire the remainder of our senior secured term loan (see Note 7, “Debt”). The remaining net proceeds will continue to be invested in the business through acquisitions (see Note 4, “Business Acquisitions”) and organic growth. We have entered into certain commercial agreements, including transition services agreements with the Buyer, pursuant to which we and the Buyer, and each company’s respective affiliates, will provide to each other various transitional services. The services will terminate no later than two years after the Divestiture. We have also entered into distribution agreements with the Buyer under which we will remain a limited risk distributor for S&IP products on the Buyer’s behalf for sales outside of the United States and Canada. As a result, we have $37.2 million of S&IP products included in “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of September 30, 2018. We anticipate the transition services and limited risk distributor arrangements will terminate no later than two years following the Divestiture. As a result of the Divestiture, the results of operations from our S&IP business are reported in the accompanying condensed consolidated income statements as “Income from discontinued operations, net of tax” for the three and nine months ended September 30, 2018 and 2017, and the related assets and liabilities are classified as held-for-sale as of December 31, 2017 in the accompanying balance sheet. The remaining business is managed with one reportable business segment, the Medical Devices business. The following table summarizes the financial results of our discontinued operations for all periods presented herein (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales $ - $ 250.9 $ 353.0 $ 750.9 Cost of products sold - 188.6 260.3 567.1 Research and development - 0.7 1.1 2.0 Selling, general and other expenses - 22.8 38.1 58.2 Gain on Divestiture - - (89.9 ) - Other expense, net - (0.4 ) 0.4 (0.8 ) Income from discontinued operations before income taxes - 39.2 143.0 124.4 Tax provision from discontinued operations - (12.4 ) (77.5 ) (41.4 ) Income from Discontinued Operations, net $ - $ 26.8 $ 65.5 $ 83.0 In accordance with accounting principles generally accepted in the United States (“GAAP”), only expenses specifically identifiable and related to a business to be disposed may be allocated to discontinued operations. Accordingly, certain expenses that were historically presented as a component of the S&IP business were kept in continuing operations. There were no such expenses following the Divestiture in the three months ended September 30, 2018, and on a pre-tax basis, were $37.0 million in the nine months ended September 30, 2018. In the three and nine months ended September 30, 2017, these expenses, on a pretax basis, were $29.0 million and $86.3 million, respectively. Details on assets and liabilities classified as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2017 are presented in the following table (in millions): December 31, 2017 Assets held for sale - discontinued operations Accounts receivable, net of allowances $ 1.5 Inventories 198.3 Prepaid and other current assets 2.3 Current assets held for sale - discontinued operations 202.1 Property, plant and equipment, net 150.8 Goodwill 267.3 Other intangible assets, net 0.9 Non-current deferred tax assets 7.1 Other assets 0.4 Total assets held for sale - discontinued operations 628.6 Other assets classified as held for sale 3.9 Total assets classified as held for sale $ 632.5 Liabilities held for sale - discontinued operations Accounts payable $ 15.5 Accrued expenses 11.2 Current liabilities held for sale - discontinued operations 26.7 Deferred tax liabilities 0.3 Other long-term liabilities 6.9 Total liabilities held for sale - discontinued operations $ 33.9 Assets and liabilities held for sale as of December 31, 2017 were classified as current since we anticipated the closing of the Divestiture within one year. Other assets and liabilities held for sale that were not related to discontinued operations related primarily to our IT system. There were no assets or liabilities held for sale following the Divestiture on April 30, 2018. The following table provides operating and investing cash flow information for our discontinued operations (in millions): Nine Months Ended September 30, 2018 2017 Operating Activities: Depreciation and amortization $ — $ 18.1 Stock-based compensation expense (1.5 ) 1.2 Investing Activities: Capital expenditures 2.9 14.4 |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Activities | Note 3 . Organizational Alignment In December 2017, in conjunction with the Divestiture (see Note 2, “Discontinued Operations”), we initiated the first phase of a multi-year restructuring plan (the “Plan”). The initial phase of the Plan is intended to align our organizational and management structure with our remaining Medical Devices business. We now expect to incur up to $15.0 million of pre-tax costs, of which $6.0 million to $7.0 million is for employee severance and benefits and the remainder for third-party services and other related costs. These are cash costs that will be incurred as we execute the Plan, which we expect to substantially complete by the end of 2019. Program-to-date, we have incurred $11.8 million of expenses, of which $1.9 million and $6.4 million, primarily for consulting services, were incurred in the three and nine months ended September 30, 2018, respectively, and are included in “Selling and general expenses” in the accompanying condensed consolidated income statement. We have a liability associated with employee severance and benefits related to the organizational alignment phase of the Plan. The following table summarizes the accrual and payment activity (in millions): Accrual Balance, December 31, 2017 $ 5.4 Charges and adjustments, net 1.4 Payments (1.5 ) Balance, September 30, 2018 $ 5.3 Information Technology Systems The sale price the Company received upon closing the Divestiture included the sale of the Company’s IT systems. The sale of the IT systems enables the Company to migrate to an IT platform that is more appropriate for its business and size. Accordingly, in March 2018, we launched the phase of the Plan to restructure and enhance the Company’s IT systems (the “ITS Plan”). The Company expects to incur between $40 million and $50 million to implement the ITS Plan, of which $30 million to $35 million is expected to qualify for capitalization and the remainder, primarily consulting and other costs, will be expensed as incurred. The Company expects to substantially complete the ITS Plan by the end of 2019. We have incurred $3.2 million and $5.5 million of costs related to the ITS Plan in the three and nine months ended September 30, 2018 which are included in “Selling and general expenses” in the accompanying condensed consolidated income statement. In addition, as of September 30, 2018, we have capitalized $18.4 million of costs, including $1.8 million of capitalized internal labor costs, under the ITS Plan that are included in “Property, Plant and Equipment, net” in the accompanying condensed consolidated balance sheet. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 4. Business Acquisitions On July 1, 2018, Avanos acquired Cool Systems, Inc. (the “Acquisition”) for $65.6 million, net of cash acquired, which was based on a purchase price of $65.0 million plus certain adjustments as provided in the purchase agreement. Cool Systems, Inc. is marketed as Game Ready® and is hereinafter referred to as “Game Ready.” Game Ready develops, manufactures and markets the Game Ready® product line, used in pain management and rehabilitation of patients recovering from orthopedic surgery or sports-related injuries. Its product line includes the GRPro® 2.1 cold and compression therapy system; Med4 Elite TM The preliminary allocation of the purchase price was as follows (in millions): Purchase Price Allocation Current assets acquired net of liabilities assumed $ 8.8 Property, plant and equipment 1.0 Identifiable intangible assets 40.0 Other noncurrent assets (liabilities), net (0.2 ) Deferred tax liabilities (4.3 ) Goodwill 22.7 Total $ 68.0 The identifiable intangible assets include the following (in millions): Fair Value Weighted Average Useful Lives (Yrs) Distributor relationships $ 16.4 12 Developed technology 16.9 11 Trade name 6.7 11 Total $ 40.0 Game Ready’s results for the three months ended September 30, 2018 have been included in the accompanying condensed consolidated income statement. Game Ready’s net sales of $9.4 million and net loss of $0.5 million is included in the accompanying condensed consolidated income statement for the three months ended September 30, 2018. Efforts to fully integrate Game Ready into our business will be ongoing through the end of 2019. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Note 5. Supplemental Balance Sheet Information Accounts Receivable Accounts receivable consist of the following (in millions): September 30, 2018 December 31, 2017 Accounts receivable $ 153.6 $ 204.9 Allowances and doubtful accounts: Doubtful accounts (1.4 ) (0.9 ) Sales discounts (0.3 ) (0.8 ) Sales returns (0.1 ) (0.2 ) Total Allowances and doubtful accounts (1.8 ) (1.9 ) Accounts receivable, net $ 151.8 $ 203.0 Inventories Inventories at the lower of cost (determined on the LIFO/FIFO or weighted-average cost methods) or market consist of the following (in millions): September 30, 2018 December 31, 2017 LIFO Non-LIFO Total LIFO Non-LIFO Total Raw materials $ 38.6 $ 1.8 $ 40.4 $ 26.6 $ 1.5 $ 28.1 Work in process 26.0 0.4 26.4 20.4 0.3 20.7 Finished goods 46.2 15.0 61.2 40.0 9.6 49.6 Supplies and other - 6.1 6.1 - 5.7 5.7 110.8 23.3 134.1 87.0 17.1 104.1 Excess of FIFO or weighted-average cost over LIFO cost (12.9 ) - (12.9 ) (13.0 ) - (13.0 ) Total $ 97.9 $ 23.3 $ 121.2 $ 74.0 $ 17.1 $ 91.1 Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): September 30, 2018 December 31, 2017 Land $ 1.0 $ 1.0 Buildings 43.6 41.0 Machinery and equipment 136.7 124.4 Construction in progress 42.4 21.5 223.7 187.9 Less accumulated depreciation (86.7 ) (78.0 ) Total $ 137.0 $ 109.9 As of September 30, 2018, construction in progress includes $18.4 million of costs capitalized in connection with migration to a new IT platform and enhancements to our IT environment. See Note 3 for further discussion of our IT-related restructuring and enhancement activities. Depreciation expense was $3.5 million and $9.8 million for the three and nine months ended September 30, 2018 compared to $4.9 million and $14.9 million for the three and nine months ended September 30, 2017, respectively. Goodwill and Intangible Assets The changes in the carrying amount of goodwill are as follows (in millions): Goodwill Balance at December 31, 2017 $ 764.7 Goodwill acquired (a) 22.7 Currency translation adjustment (0.7 ) Balance at September 30, 2018 $ 786.7 (a) We acquired goodwill in connection with the Acquisition described in Note 4, “Business Acquisitions.” Intangible assets subject to amortization consist of the following (in millions): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks $ 83.1 $ (51.1 ) $ 32.0 $ 125.9 $ (97.6 ) $ 28.3 Patents and acquired technologies 259.6 (140.7 ) 118.9 253.0 (146.1 ) 106.9 Other 54.3 (31.3 ) 23.0 43.1 (35.1 ) 8.0 Total $ 397.0 $ (223.1 ) $ 173.9 $ 422.0 $ (278.8 ) $ 143.2 As of December 31, 2017, we had $5.7 million of acquired in-process research and development projects which is now being amortized over its expected useful life following the deployment of the related products in the market during 2018. Amortization expense for intangible assets was $5.4 million and $14.6 million for the three and nine months ended September 30, 2018 compared to $5.1 million and $15.5 million for the three and nine months ended September 30, 2017, respectively. We estimate amortization expense for the remainder of 2018 and the following four years and beyond will be as follows (in millions): For the years ending December 31, 2018 $ 5.6 2019 19.3 2020 17.0 2021 14.8 2022 14.3 Thereafter 102.9 Total $ 173.9 Accrued Expenses Accrued expenses consist of the following (in millions): September 30, 2018 December 31, 2017 Accrued rebates $ 27.9 $ 64.4 Accrued salaries and wages 27.3 44.5 Accrued taxes - income and other 17.0 6.8 Other 34.1 29.2 Total $ 106.3 $ 144.9 Accrued rebates represent amounts accrued for estimated incentives earned by customers. Other Long-Term Liabilities Other long-term liabilities consist of the following (in millions): September 30, 2018 December 31, 2017 Taxes payable $ 9.4 $ 10.0 Accrued compensation benefits 5.1 4.6 Other 15.6 17.2 Total $ 30.1 $ 31.8 |
Fair Value Information
Fair Value Information | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information | Note 6. Fair Value Information The following fair value information is based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels in the hierarchy used to measure fair value are: Level 1: Unadjusted quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are significant to the valuation and are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In the three months ended September 30, 2018, there were no transfers among Level 1, 2 or 3 fair value determinations. The following table includes the fair value of our financial instruments for which disclosure of fair value is required (in millions): September 30, 2018 December 31, 2017 Fair Value Hierarchy Level Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets Cash, cash equivalents and restricted cash 1 $ 411.8 $ 411.8 $ 219.7 $ 219.7 Liabilities Senior Unsecured Notes 1 247.6 255.5 247.1 259.7 Senior Secured Term Loan 2 - - 333.8 341.1 Cash equivalents are recorded at cost, which approximates fair value due to their short-term nature. The fair value of the senior unsecured notes was based on observable market prices based on trading activity on a primary exchange. The fair value of our senior secured term loan was based on observed trading prices in a secondary market. In the second quarter of 2018, we repaid the remaining amount owed on our senior secured term loan. See Note 7, “Debt” for further details on the retirement of our senior secured term loan. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt As of September 30, 2018 and December 31, 2017, our debt balances were as follows (in millions): Weighted- Average Interest Rate Maturities September 30, 2018 December 31, 2017 Senior Secured Term Loan 4.42 % 2021 $ - $ 339.0 Senior Unsecured Notes 6.25 % 2022 250.0 250.0 Total long-term debt 250.0 589.0 Unamortized Debt Discounts and Issuance Costs Senior Secured Term Loan - (5.2 ) Senior Unsecured Notes (2.4 ) (2.9 ) Total Debt, net 247.6 580.9 Less current portion of long-term debt - 39.8 Total long-term debt $ 247.6 $ 541.1 Senior Secured Term Loan and Revolving Credit Facility The senior secured term loan (the “Term Loan Facility”) is under a credit agreement that also includes a senior secured revolving credit facility that matures on October 31, 2019 which allows for borrowings up to $250 million, with a letter of credit sub-facility in an amount of $75 million and a swingline sub-facility in an amount of $25 million (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Senior Credit Facilities”). In October 2018, we executed an amendment to the Term Loan Facility (the “Amendment”), under which the term of the Revolving Credit Facility has been extended by five years. In addition, the Amendment also provides for a reduction in the margin or “spread” that is charged over the available floating interest rates by 0.25% and a reduction in commitment fees for any unused portion of the line. In conjunction with the Amendment, we paid fees of $1.7 million which will be amortized over the term of the Revolving Credit Facility. We repaid $40.0 million of our Term Loan Facility in the first quarter of 2018 pursuant to an excess cash flow provision in the credit agreement, resulting in an early debt extinguishment loss of $0.6 million. Using a portion of the proceeds from the Divestiture, we repaid the remaining amount owed during the second quarter of 2018, resulting in an early debt extinguishment loss of $4.2 million. Accordingly, early debt extinguishment losses of $4.8 million are included in “Interest expense” in the accompanying condensed consolidated income statements for the nine months ended September 30, 2018. Notwithstanding the retirement of the Term Loan Facility, the Revolving Credit Facility remains and is secured by substantially all of our assets located in the United States and a certain percentage of our foreign subsidiaries’ capital stock. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) a reserve-adjusted LIBOR rate, plus a margin ranging between 1.75% to 2.50% per annum (1.50% to 2.25% after the Amendment), depending on our consolidated total leverage ratio, or (ii) the base rate plus a margin ranging between 0.75% to 1.50% per annum (0.50% to 1.25% after the Amendment), depending on our consolidated total leverage ratio. The unused portion of the Revolving Credit Facility is subject to a commitment fee equal to (i) 0.25% per annum, when our consolidated total leverage ratio is less than 2.25 to 1.00 or (ii) 0.40% per annum (0.375% after the Amendment), otherwise. To the extent we remain in compliance with certain financial covenants in our credit agreement, we have the ability to access our Revolving Credit Facility. As of September 30, 2018, we had no borrowings and letters of credit of $1.0 million outstanding under the Revolving Credit Facility. Senior Unsecured Notes The senior unsecured notes (the “Notes”) will mature on October 15, 2022 and interest accrues at a rate of 6.25% per annum and is payable semi-annually in arrears on April 15 and October 15 of each year. Unamortized debt discount and issuance costs are being amortized over the life of the Notes using the interest method, resulting in an effective interest rate of 6.52% as of September 30, 2018. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes On December 22, 2017, new federal tax reform, the Tax Cuts and Jobs Act (the “Act”), was enacted in the United States, resulting in significant changes from previous tax law. The new legislation reduced the federal corporate income tax rate to 21% from 35% effective January 1, 2018. In the fourth quarter of 2017, we recorded a net benefit of $10.0 million on the date of enactment of the new legislation. The provisional amount related to the re-measurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future was $16.0 million of benefit. The provisional amount related to the one-time transition tax on the mandatory deemed repatriation of foreign earnings was $7.0 million based on cumulative foreign earnings of $101.0 million. We also recorded a $1.0 million benefit related to the treatment of current year cash dividends in relation to the repatriation tax. The adjustments to the deferred tax assets and liabilities, and the liability related to the transition tax are provisional amounts based on information available as of September 30, 2018. These amounts are subject to change as we obtain information necessary to complete the calculations. We continue to evaluate the provisional estimates, but as of September 30, 2018, we have not modified our original estimates made as of December 31, 2017. We will update the provisional amounts as we refine our estimates of cumulative temporary differences and our interpretations of the application of the new legislation. We expect to complete our analysis of the provisional items during the fourth quarter of 2018. As of September 30, 2018, updates to information available at December 31, 2017 have been obtained, but our updates to the provisional estimates do not differ significantly from amounts previously recorded. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, we have determined that the $16.0 million of deferred tax benefit recorded in connection with the re-measurement of certain deferred tax assets and liabilities, the $7.0 million of current tax expense recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings and the $1.0 million benefit related to the treatment of current year cash dividends in relation to the repatriation tax are provisional amounts and reasonable estimates at December 31, 2017. The impact of the Act may differ from this estimate, due to, among other things, changes in interpretations we have made, guidance that may be issued and actions we may take as a result of the Act. Additional work is necessary for a more detailed analysis of our deferred tax assets and liabilities and our historical foreign earnings as well as potential correlative adjustments. The Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. Given the complexity of the GILTI provisions, the Company is still evaluating the effects of the GILTI provisions and has not yet determined its accounting policy. As of September 30, 2018, the Company has included estimated GILTI effects in our calculation of tax expense for the quarter. The Company has not provided deferred taxes related to GILTI as of September 30, 2018. At December 31, 2017, prior to the calculation of the transition tax on the mandatory deemed repatriation, U.S. income taxes and foreign withholding taxes had not been provided on $151.0 million of current and prior year undistributed earnings of subsidiaries operating outside the U.S. These earnings, which are considered to be invested indefinitely, would become subject to income tax if they were remitted as dividends, were lent to one of our U.S. entities or if we were to sell our stock in the subsidiaries. While the provisional transition tax of approximately $7.0 million resulted in the reduction of the excess amount of financial reporting over the tax basis in our foreign subsidiaries, we have not completed our analysis of the Act’s impact as an actual repatriation from our non-U.S. subsidiaries could still be subject to additional foreign withholding taxes and U.S. state taxes. We have not completed our analysis of our global working capital and cash requirements and the potential tax liabilities attributable to a repatriation. Therefore, we have not made a provisional estimate of the deferred taxes attributable to repatriation. We will record the tax effects of any change in our prior assertion with respect to these investments, and disclose any unrecognized deferred tax liability for temporary differences related to our foreign investments, if practicable, in the period that we are first able to make a reasonable estimate, no later than December 2018. The income tax provision was $0.8 million compared to a benefit of $7.6 million in the three months ended September 30, 2018 and 2017, respectively, and the corresponding effective tax rates were 16.0% and 42.7%, respectively. The income tax benefit was $2.9 million compared to a benefit of $25.5 million in the nine months ended September 30, 2018 and 2017, respectively, and the corresponding effective tax rates were 33.3% and 41.1%, respectively. The changes in the tax rate are primarily due to the effects of the Act. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Note 9. Accumulated Other Comprehensive Income The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions): Unrealized Translation Defined Benefit Pension Plans Cash Flow Hedges Accumulated Other Comprehensive Income Balance, December 31, 2017 $ (31.6 ) $ (0.5 ) $ 0.8 $ (31.3 ) Other comprehensive income (loss) 0.9 0.7 (0.8 ) 0.8 Balance, September 30, 2018 $ (30.7 ) $ 0.2 $ - $ (30.5 ) The changes in the components of AOCI, including the tax effect, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Unrealized translation $ 1.6 $ 3.5 $ 0.9 $ 18.0 Defined benefit pension plans - 0.1 0.9 0.3 Tax effect - - (0.2 ) - Defined benefit pension plans, net of tax - 0.1 0.7 0.3 Cash flow hedges - 0.1 (1.0 ) 1.5 Tax effect - - 0.2 (0.3 ) Cash flow hedges, net of tax - 0.1 (0.8 ) 1.2 Change in AOCI $ 1.6 $ 3.7 $ 0.8 $ 19.5 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10 . Aggregate stock-based compensation expense for the three and nine months ended September 30, 2018 was $2.4 million and $8.0 million, respectively. The expense for the nine months ended September 30, 2018 is net of a Divestiture-related forfeiture benefit of $1.9 million that was recognized when employees conveyed to the Buyer upon closing. Stock-based compensation expense was $2.1 million and $11.9 million in the three and nine months ended September 30, 2017, respectively. Stock-based compensation expense related to stock options in the three and nine months ended September 30, 2018 was $0.3 million and $1.9 million, respectively. Year-to-date expense is net of $0.4 million of Divestiture-related forfeitures. Stock-based compensation expense from stock options was $0.1 million and $3.5 million in the three and nine months ended September 30, 2017, respectively. Expense related to time-based restricted share units in the three and nine months ended September 30, 2018 was $0.7 million and $2.8 million, respectively. Year-to-date expense is net of $0.9 million of Divestiture-related forfeitures. Expense from time-based restricted share units was not material in the three months ended September 30, 2017 and was $3.1 million in the nine months ended September 30, 2017. Stock-based compensation expense related to performance-based restricted share units in the three and nine months ended September 30, 2018 was $1.4 million and $3.3 million, respectively. Year-to-date expense is net of $0.6 million of Divestiture-related forfeitures. Expense from performance-based restricted share units was $2.0 million and $5.3 million in the three and nine months ended September 30, 2017, respectively. The stock-based compensation expense amounts above include amounts allocated to discontinued operations. Most of the Divestiture-related benefit is included in discontinued operations. Accordingly, stock-based compensation expense allocated to discontinued operations was a net benefit of $1.9 million in the nine months ended September 30, 2018. Stock-based compensation expense allocated to discontinued operations was $0.5 million and $1.2 million in the three and nine months ended September 30, 2017, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies We are subject to various legal proceedings, claims and governmental inspections, audits or investigations pertaining to issues such as contract disputes, product liability, tax matters, patents and trademarks, advertising, governmental regulations, employment and other matters, including the matters described below. Under the terms of the distribution agreement we entered into with Kimberly-Clark Corporation (“Kimberly-Clark”) prior to the spin-off, legal proceedings, claims and other liabilities that are primarily related to our business are generally our responsibility and we are obligated to indemnify and hold Kimberly-Clark harmless for such matters (“Indemnification Obligation”). We have incurred expenses of $3.7 million and $6.6 million related to these matters in the three and nine months ended September 30, 2018, respectively, compared to $3.6 million and $17.3 million in the three and nine months ended September 30, 2017, respectively. Surgical Gown Litigation and Related Matters Bahamas Surgery Center We have an Indemnification Obligation for the matter styled Bahamas Surgery Center, LLC v. Kimberly-Clark Corporation and Halyard Health, Inc., “Bahamas” On April 7, 2017, a jury returned a verdict for the plaintiff, finding that Kimberly-Clark was liable for $4 million in compensatory damages (not including prejudgment interest) and $350 million in punitive damages, and that Avanos was liable for $0.3 million in compensatory damages (not including prejudgment interest) and $100 million in punitive damages. Subsequently, the court also ruled on the plaintiff’s UCL claim and request for injunctive relief. The court found in favor of the plaintiff on the UCL claim but denied the plaintiff’s request for restitution. The court also denied the plaintiff’s request for injunctive relief. On May 25, 2017, we filed three post-trial motions: a renewed motion for judgment as a matter of law; a motion to decertify the class; and a motion for new trial, remittitur, or amendment of the judgment. On March 30, 2018, the court ruled on the post-trial motions. The court denied all three, except it granted in part the motion to reduce the award of punitive damages to a 5 to 1 ratio with compensatory damages. On April 11, 2018, the court issued an Amended Judgment in favor of the plaintiff and against us and Kimberly-Clark. The judgment against us is $0.3 million in compensatory damages and pre-judgment interest and $1.3 million in punitive damages. The judgment against Kimberly-Clark is $3.9 million in compensatory damages, $1.3 million in pre-judgment interest and $19.4 million in punitive damages. On April 12, 2018, we filed a notice of appeal to the Ninth Circuit Court of Appeals. We intend to continue our vigorous defense of the Bahamas matter. Kimberly-Clark Corporation We have notified Kimberly-Clark that we have reserved our rights to challenge any purported obligation to indemnify Kimberly-Clark for the punitive damages awarded against them. In connection with our reservation of rights, on May 1, 2017, we filed a complaint in the matter styled Halyard Health, Inc. v. Kimberly-Clark Corporation Bahamas Kimberly-Clark Corporation v. Halyard Health, Inc., Bahamas Bahamas Government Investigation In June 2015, we were served with a subpoena from the Department of Veterans Affairs Office of the Inspector General (“VA OIG”) seeking information related to the design, manufacture, testing, sale and promotion of MicroCool and other Company surgical gowns, and, in July 2015, we also became aware that the subpoena and an earlier VA OIG subpoena served on Kimberly-Clark requesting information about gown sales to the federal government are related to a United States Department of Justice (“DOJ”) investigation. In May 2016, April 2017 and September 2018, we received additional subpoenas from the DOJ seeking further information related to Company gowns. The Company is cooperating with the DOJ investigation. Shahinian On October 12, 2016, after the DOJ and various States declined to intervene, a qui tam matter was unsealed and a complaint subsequently served on us in a matter styled U.S. ex rel. Shahinian, et al. v. Kimberly-Clark Corporation, Shahinian” We may have an Indemnification Obligation for the Shahinian Kromenaker On March 17, 2017, the DOJ submitted a filing declining to intervene in another qui tam matter, and the complaint was unsealed and subsequently served on Kimberly-Clark and Avanos. That matter is styled U.S. ex rel. Kromenaker v. Kimberly-Clark Corporation and Halyard Health, Inc., We may have an Indemnification Obligation for certain parts of this matter under the distribution agreement with Kimberly-Clark and have notified Kimberly-Clark that we reserve our rights to challenge the obligation to indemnify Kimberly-Clark for any damages or penalties which are not indemnifiable under applicable law or public policy. We intend to vigorously defend this matter. Jackson We were served with a complaint in a matter styled Jackson v. Halyard Health, Inc., Robert E. Abernathy, Steven E. Voskuil, et al., Richardson, Chiu and Pick We were also served with a complaint in a matter styled Margaret C. Richardson Trustee of the Survivors Trust Dated 6/12/84 for the Benefit of the H&M Richardson Revocable Trust v. Robert E. Abernathy, Steven E. Voskuil, et al., “Richardson” Kai Chiu v. Robert E. Abernathy, Steven E. Voskuil, et al Richardson Lukas Pick v. Robert E. Abernathy, Steven E. Voskuil, et al. Richardson Chiu Medline Industries We were also served with a complaint in the matter styled Medline Industries, Inc. v. Kimberly-Clark Corporation, Halyard Health, Inc., et al. Bahamas Shahinian Medline Industries, Inc. v. Kimberly-Clark Corporation, Halyard Health, Inc., et al. We may have an Indemnification Obligation for this matter under the distribution agreement with Kimberly-Clark and have notified Kimberly-Clark that we reserve our rights to challenge the obligation to indemnify Kimberly-Clark for any damages or penalties which are not indemnifiable under applicable law or public policy. We intend to vigorously defend this matter. Naeyaert On April 13, 2017, Kimberly-Clark was served with a complaint in the matter styled Christopher Naeyaert v. Kimberly-Clark Corporation, et al., Bahamas Bahamas, We may have an Indemnification Obligation for this matter under the distribution agreement with Kimberly-Clark and have notified Kimberly-Clark that we reserve our rights to challenge the obligation to indemnify Kimberly-Clark for any damages or penalties which are not indemnifiable under applicable law or public policy. We intend to vigorously defend this matter. Patent Litigation We operate in an industry characterized by extensive patent litigation and competitors may claim that our products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require us to make significant royalty payments in order to continue selling the affected products. At any given time we may be involved as either a plaintiff or a defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time. General While we maintain general and professional liability, product liability and other insurance, our insurance policies may not cover all of these matters and may not fully cover liabilities arising out of these matters. In addition, we may be obligated to indemnify our directors and officers against these matters. Although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate resolution of these matters will not materially impact our liquidity, access to capital markets or ability to conduct our daily operations. As of September 30, 2018, we have an accrued liability for the matters described herein. The accrued liability is included in “Accrued Expenses” in the accompanying condensed consolidated balance sheet. Our estimate of these liabilities is based on facts and circumstances existing at this time, along with other variables. Factors that may affect our estimate include, but are not limited to: (i) changes in the number of lawsuits filed against us, including the potential for similar, duplicate or “copycat” lawsuits filed in multiple jurisdictions, including lawsuits that bring causes or action or allege violations of law with regard to additional products; (ii) changes in the legal costs of defending such claims; (iii) changes in the nature of the lawsuits filed against us, (iv) changes in the applicable law governing any legal claims against us; (v) a determination that our assumptions used in estimating the liability are no longer reasonable; and (vi) the uncertainties associated with the judicial process, including adverse judgments rendered by courts or juries. Thus, the actual amount of these liabilities for existing and future claims could be different than the accrued amount. Additionally, the above matters, regardless of the outcome, could disrupt our business and result in substantial costs and diversion of management attention. Environmental Compliance We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. None of our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our business, financial condition, results of operations or liquidity. |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share (“EPS”) | Note 12. Earnings Per Share (“EPS”) Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period, as determined using the treasury stock method. The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2018 and 2017 is set forth in the following table (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) from continuing operations $ 4.2 $ (10.2 ) $ (5.8 ) $ (36.5 ) Income from discontinued operations, net of tax - 26.8 65.5 83.0 Net income $ 4.2 $ 16.6 $ 59.7 $ 46.5 Weighted Average Shares Outstanding: Basic weighted average shares outstanding 47.3 46.8 47.1 46.7 Dilutive effect of stock options and restricted share unit awards 1.3 - - - Diluted weighted average shares outstanding 48.6 46.8 47.1 46.7 Basic Earnings (Loss) Per Share Continuing operations $ 0.09 $ (0.22 ) $ (0.12 ) $ (0.78 ) Discontinued operations $ - $ 0.57 $ 1.39 $ 1.78 Net income $ 0.09 $ 0.35 $ 1.27 $ 1.00 Diluted Earnings (Loss) Per Share Continuing operations $ 0.09 $ (0.22 ) $ (0.12 ) $ (0.78 ) Discontinued operations $ - $ 0.57 $ 1.39 $ 1.78 Net income $ 0.09 $ 0.35 $ 1.27 $ 1.00 Restricted share units (“RSUs”) contain provisions allowing for the equivalent of any dividends paid on common stock during the restricted period to be reinvested into additional RSUs at the then fair market value of the common stock on the date the dividends are paid. Such awards are to be included in the EPS calculation under the two-class method. Currently, we do not anticipate any cash dividends for the foreseeable future and our outstanding RSU awards are not material in comparison to our weighted average shares outstanding. Accordingly, all EPS amounts reflect shares as if they were fully vested and the disclosures associated with the two-class method are not presented herein. In the nine months ended September 30, 2018, 1.2 million of potentially dilutive stock options and restricted shares units were excluded from the computation of earnings per share as their effect would have been anti-dilutive. In the three and nine months ended September 30, 2017, 0.8 million and 0.7 million, respectively, of potentially dilutive stock options and restricted share units were excluded from the computation of earnings per share computation due to losses from continuing operations, which would cause the shares to become anti-dilutive. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 13. Business Segment Information Information concerning unaudited consolidated operations by business segment is presented in the following table (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales Medical Devices $ 165.1 $ 150.5 $ 482.4 $ 445.3 Corporate and Other - - - - Total Net Sales 165.1 150.5 482.4 445.3 Operating Profit Medical Devices 29.3 37.6 100.5 116.3 Corporate and Other (a) (21.4 ) (44.6 ) (93.7 ) (139.7 ) Other income (expense), net (b) (0.9 ) (3.4 ) 2.0 (16.7 ) Total Operating Profit 7.0 (10.4 ) 8.8 (40.1 ) Interest income 2.2 0.7 5.4 1.6 Interest expense (4.2 ) (8.1 ) (22.9 ) (23.5 ) Income before Income Taxes $ 5.0 $ (17.8 ) $ (8.7 ) $ (62.0 ) (a) Corporate and Other for the three and nine months ended September 30, 2018 includes zero and $37.0 million, respectively, of costs formerly included in the S&IP business, $14.0 million and $45.5 million, respectively, of general expenses, $5.1 million and $11.9 million, respectively, of restructuring costs (see Note 3, “Restructuring Activities”), $0.8 million and $1.1 million, respectively of acquisition-related costs (see Note 4 “Business Acquisitions) and $1.5 million of costs and $1.8 million net benefit, respectively, from our TSA arrangements. Corporate and Other for the three and nine months ended September 30, 2017 includes $29.0 million and $86.3 million, respectively, of costs formerly included in the S&IP business, $13.6 million and $47.6 million, respectively, of general expenses, $2.0 million and $5.3 million, respectively, of acquisition-related expenses and zero and $0.5 million for post spin-related items. (b) Other expense includes amounts incurred related to litigation matters. See Note 11, “Commitments and Contingencies.” Disaggregated Revenue Our management evaluates the product category sales within our reportable business segment. Net sales by product category is presented in the following table (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales Chronic care $ 93.6 $ 88.8 $ 287.8 $ 266.1 Pain management 71.5 61.7 194.6 179.2 Total net sales $ 165.1 $ 150.5 $ 482.4 $ 445.3 Due to the nature of our business, we receive purchase orders for products under supply agreements which are normally fulfilled within three to four weeks. Our performance obligations under purchase orders are satisfied and revenue is recognized at a point in time, which is upon shipment or upon delivery of our products to unaffiliated customers, depending on shipping terms. Accordingly, we normally do not have transactions that give rise to material unfulfilled performance obligations. |
Supplemental Guarantor Financia
Supplemental Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Supplemental Guarantor Financial Information | Note 14. Supplemental Guarantor Financial Information In October 2014, Avanos Medical, Inc. (referred to below as “Parent”) issued the Notes (described in Note 7, “Debt”). The Notes are guaranteed, jointly and severally by each of our domestic subsidiaries that guarantees the Senior Credit Facilities (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions as defined in the Indenture dated October 17, 2014. Each Guarantor Subsidiary is directly or indirectly 100%-owned by Avanos Medical, Inc. Each of the guarantees of the Notes is a general unsecured obligation of each Guarantor Subsidiary and ranks equally in right of payment with all existing and future indebtedness and all other obligations (except subordinated indebtedness) of each Guarantor Subsidiary. The following condensed consolidating balance sheets as of September 30, 2018 and December 31, 2017, the condensed consolidating statements of income for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017 provide condensed consolidating financial information for Avanos Medical, Inc. (“Parent”), the Guarantor Subsidiaries on a combined basis, the non-guarantor subsidiaries on a combined basis and the Parent and its subsidiaries on a consolidated basis. The Parent and the Guarantor Subsidiaries use the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. Eliminating entries in the following condensed consolidating financial information represent adjustments to (i) eliminate intercompany transactions between or among the Parent, the Guarantor Subsidiaries and the non-guarantor subsidiaries and (ii) eliminate the investments in subsidiaries. AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Three Months Ended September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 170.9 $ 13.4 $ (19.2 ) $ 165.1 Cost of products sold - 73.7 5.8 (19.1 ) 60.4 Gross Profit - 97.2 7.6 (0.1 ) 104.7 Research and development - 10.5 - - 10.5 Selling and general expenses 11.4 65.3 9.6 - 86.3 Other income, net 1.0 1.4 (1.7 ) 0.2 0.9 Operating (Loss) Profit (12.4 ) 20.0 (0.3 ) (0.3 ) 7.0 Interest income 0.7 - 2.5 (1.0 ) 2.2 Interest expense (4.3 ) (0.8 ) (0.1 ) 1.0 (4.2 ) (Loss) Income Before Income Taxes (16.0 ) 19.2 2.1 (0.3 ) 5.0 Income tax benefit (provision) 4.1 (0.1 ) (4.8 ) - (0.8 ) Equity in earnings of consolidated subsidiaries 16.2 2.5 - (18.7 ) - Net Income (Loss) 4.3 21.6 (2.7 ) (19.0 ) 4.2 Total other comprehensive income, net of tax 1.6 2.7 2.1 (4.8 ) 1.6 Comprehensive Income (Loss) $ 5.9 $ 24.3 $ (0.6 ) $ (23.8 ) $ 5.8 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Three Months Ended September 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 167.8 $ 75.8 $ (93.1 ) $ 150.5 Cost of products sold - 93.1 69.5 (93.1 ) 69.5 Gross Profit - 74.7 6.3 - 81.0 Research and development - 9.6 - - 9.6 Selling and general expenses 8.7 59.8 9.9 - 78.4 Other expense and (income), net (0.4 ) 8.1 (4.3 ) - 3.4 Operating (Loss) Income (8.3 ) (2.8 ) 0.7 - (10.4 ) Interest income 0.2 - 1.1 (0.6 ) 0.7 Interest expense (8.2 ) (0.5 ) - 0.6 (8.1 ) (Loss) Income Before Income Taxes (16.3 ) (3.3 ) 1.8 - (17.8 ) Income tax benefit 2.8 4.0 0.8 - 7.6 Equity in earnings of consolidated subsidiaries 27.7 6.2 - (33.9 ) - Net Income (Loss) from Continuing Operations 14.2 6.9 2.6 (33.9 ) (10.2 ) Income from discontinued operations, net of tax 2.4 14.7 9.7 - 26.8 Net Income 16.6 21.6 12.3 (33.9 ) 16.6 Total other comprehensive income, net of tax 3.7 2.4 3.8 (6.2 ) 3.7 Comprehensive Income $ 20.3 $ 24.0 $ 16.1 $ (40.1 ) $ 20.3 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Nine Months Ended September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 513.9 $ 125.4 $ (156.9 ) $ 482.4 Cost of products sold (0.8 ) 247.6 101.9 (156.8 ) 191.9 Gross Profit 0.8 266.3 23.5 (0.1 ) 290.5 Research and development - 31.2 - - 31.2 Selling and general expenses 32.0 187.3 33.2 - 252.5 Other (income) and expense, net (1.2 ) 2.7 (7.6 ) 4.1 (2.0 ) Operating (Loss) Income (30.0 ) 45.1 (2.1 ) (4.2 ) 8.8 Interest income 2.5 0.1 5.7 (2.9 ) 5.4 Interest expense (23.2 ) (2.4 ) (0.2 ) 2.9 (22.9 ) (Loss) Income Before Income Taxes (50.7 ) 42.8 3.4 (4.2 ) (8.7 ) Income tax benefit (provision) 12.9 (1.3 ) (8.7 ) - 2.9 Equity in earnings of consolidated subsidiaries 104.0 143.1 - (247.1 ) - Net Income (Loss) from Continuing Operations 66.2 184.6 (5.3 ) (251.3 ) (5.8 ) (Loss) Income from discontinued operations, net of tax (6.5 ) (49.9 ) 121.9 - 65.5 Net Income 59.7 134.7 116.6 (251.3 ) 59.7 Total other comprehensive (loss) income, net of tax 0.8 5.5 1.4 (6.9 ) 0.8 Comprehensive Income $ 60.5 $ 140.2 $ 118.0 $ (258.2 ) $ 60.5 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Nine Months Ended September 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 493.7 $ 221.0 $ (269.4 ) $ 445.3 Cost of products sold - 274.0 193.7 (269.4 ) 198.3 Gross Profit - 219.7 27.3 - 247.0 Research and development - 26.1 - - 26.1 Selling and general expenses 28.4 185.4 30.5 - 244.3 Other expense and (income), net (0.1 ) 26.9 (10.1 ) - 16.7 Operating (Loss) Profit (28.3 ) (18.7 ) 6.9 - (40.1 ) Interest income 0.6 - 3.2 (2.2 ) 1.6 Interest expense (24.0 ) (1.6 ) (0.1 ) 2.2 (23.5 ) (Loss) Income Before Income Taxes (51.7 ) (20.3 ) 10.0 - (62.0 ) Income tax benefit 5.3 18.5 1.7 - 25.5 Equity in earnings of consolidated subsidiaries 79.8 19.2 - (99.0 ) - Net Income (Loss) from Continuing Operations 33.4 17.4 11.7 (99.0 ) (36.5 ) Income from discontinued operations, net of tax 13.1 50.4 19.5 - 83.0 Net Income 46.5 67.8 31.2 (99.0 ) 46.5 Total other comprehensive income, net of tax 19.5 14.3 18.7 (33.0 ) 19.5 Comprehensive Income $ 66.0 $ 82.1 $ 49.9 $ (132.0 ) $ 66.0 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in millions) As of September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ 327.5 $ 26.6 $ 57.7 $ - $ 411.8 Accounts receivable, net of allowances 3.0 1,282.2 213.1 (1,346.5 ) 151.8 Inventories - 106.0 15.2 - 121.2 Prepaid expenses and other current assets 2.5 15.9 34.0 - 52.4 Total Current Assets 333.0 1,430.7 320.0 (1,346.5 ) 737.2 Property, Plant and Equipment, net - 115.4 21.6 - 137.0 Investment in Consolidated Subsidiaries 2,410.8 243.8 - (2,654.6 ) - Goodwill - 760.9 25.8 - 786.7 Other Intangible Assets, net - 165.2 8.7 - 173.9 Other Assets - 5.3 4.4 - 9.7 TOTAL ASSETS $ 2,743.8 $ 2,721.3 $ 380.5 $ (4,001.1 ) $ 1,844.5 LIABILITIES AND EQUITY Current Liabilities Trade accounts payable $ 1,177.5 $ 258.3 $ 58.9 $ (1,335.5 ) $ 159.2 Accrued expenses 10.3 83.2 23.8 (11.0 ) 106.3 Total Current Liabilities 1,187.8 341.5 82.7 (1,346.5 ) 265.5 Long-Term Debt 247.6 - - - 247.6 Other Long-Term Liabilities 8.2 19.2 3.8 - 31.2 Total Liabilities 1,443.6 360.7 86.5 (1,346.5 ) 544.3 Total Equity 1,300.2 2,360.6 294.0 (2,654.6 ) 1,300.2 TOTAL LIABILITIES AND EQUITY $ 2,743.8 $ 2,721.3 $ 380.5 $ (4,001.1 ) $ 1,844.5 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in millions) As of December 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ 114.5 $ 16.0 $ 89.2 $ - $ 219.7 Accounts receivable, net of allowances 1.1 623.0 266.3 (687.4 ) 203.0 Inventories - 76.0 15.1 - 91.1 Prepaid expenses and other current assets 0.6 11.7 2.1 - 14.4 Assets held for sale 0.3 546.7 85.5 - 632.5 Total Current Assets 116.5 1,273.4 458.2 (687.4 ) 1,160.7 Property, Plant and Equipment, net - 92.9 17.0 - 109.9 Investment in Consolidated Subsidiaries 2,154.3 403.2 - (2,557.5 ) - Goodwill - 738.1 26.6 - 764.7 Other Intangible Assets, net - 139.5 9.4 - 148.9 Other Assets 0.3 6.0 5.4 - 11.7 TOTAL ASSETS $ 2,271.1 $ 2,653.1 $ 516.6 $ (3,244.9 ) $ 2,195.9 LIABILITIES AND EQUITY Current Liabilities Current portion of long-term debt $ 39.8 $ - $ - $ - $ 39.8 Trade accounts payable 454.0 347.0 49.8 (679.6 ) 171.2 Accrued expenses 11.6 113.9 27.4 (8.0 ) 144.9 Liabilities held for sale - 7.8 26.1 - 33.9 Total Current Liabilities 505.4 468.7 103.3 (687.6 ) 389.8 Long-Term Debt 541.1 - - - 541.1 Other Long-Term Liabilities 9.2 36.1 4.3 - 49.6 Total Liabilities 1,055.7 504.8 107.6 (687.6 ) 980.5 Total Equity 1,215.4 2,148.3 409.0 (2,557.3 ) 1,215.4 TOTAL LIABILITIES AND EQUITY $ 2,271.1 $ 2,653.1 $ 516.6 $ (3,244.9 ) $ 2,195.9 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Cash (Used in) Provided by Operating Activities $ (139.3 ) $ (5.9 ) $ 7.0 $ - $ (138.2 ) Investing Activities Capital expenditures - (24.9 ) (6.5 ) - (31.4 ) Acquisition of business, net of cash acquired (65.6 ) - - - (65.6 ) Proceeds from the Divestiture 540.0 9.1 205.2 - 754.3 Dividend received from subsidiaries - 233.5 - (233.5 ) - Intercompany contributions - (200.7 ) - 200.7 - Cash Provided by Investing Activities 474.4 17.0 198.7 (32.8 ) 657.3 Financing Activities Intercompany contributions 200.7 - - (200.7 ) - Debt repayments (339.0 ) - - - (339.0 ) Purchase of treasury stock (0.6 ) - - - (0.6 ) Proceeds from the exercise of stock options 16.8 - - - 16.8 Cash dividends paid to Guarantor - - (233.5 ) 233.5 - Cash Used in Financing Activities (122.1 ) - (233.5 ) 32.8 (322.8 ) Effect of Exchange Rate on Cash and Cash Equivalents - (0.5 ) (3.7 ) - (4.2 ) Increase (Decrease) in Cash and Cash Equivalents 213.0 10.6 (31.5 ) - 192.1 Cash and Cash Equivalents, Beginning of Period 114.5 16.0 89.2 - 219.7 Cash and Cash Equivalents, End of Period $ 327.5 $ 26.6 $ 57.7 $ - $ 411.8 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended September 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Cash (Used in) Provided by Operating Activities $ (27.6 ) $ 82.6 $ 25.1 $ - $ 80.1 Investing Activities Capital expenditures - (22.9 ) (7.7 ) - (30.6 ) Proceeds from property dispositions - 0.1 - - 0.1 Intercompany contributions - (54.4 ) - 54.4 - Cash Used in Investing Activities - (77.2 ) (7.7 ) 54.4 (30.5 ) Financing Activities Intercompany contributions 58.0 - (3.6 ) (54.4 ) - Purchase of treasury stock (2.0 ) - - - (2.0 ) Proceeds from the exercise of stock options 2.3 - - - 2.3 Cash Provided by (Used in) Financing Activities 58.3 - (3.6 ) (54.4 ) 0.3 Effect of Exchange Rate on Cash and Cash Equivalents - 0.3 2.2 - 2.5 Increase (Decrease) in Cash and Cash Equivalents 30.7 5.7 16.0 - 52.4 Cash and Cash Equivalents, Beginning of Period 54.2 9.5 50.0 - 113.7 Cash and Cash Equivalents, End of Period $ 84.9 $ 15.2 $ 66.0 $ - $ 166.1 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation and Interim Financial Statements | Background and Basis of Presentation Avanos Medical, Inc., formerly Halyard Health, Inc., is a medical technology company that operates its business through its Medical Devices business segment. References to “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. On April 30, 2018, we closed the sale of our S&IP business, including the name “Halyard Health” (and all variations thereof and related intellectual property rights). Accordingly, the Company’s name was changed from “Halyard Health, Inc.” to “Avanos Medical, Inc.” effective June 30, 2018. Avanos is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. We are committed to addressing some of today’s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. Interim Financial Statements We prepared the accompanying condensed consolidated financial statements according to accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and the condensed consolidated financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017. Our unaudited interim condensed consolidated financial statements contain all necessary material adjustments, which are of a normal and recurring nature, to fairly state our financial condition, results of operations and cash flows for the periods presented. |
Use of Estimates | Use of Estimates Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Actual results could differ from these estimates, and the effect of the difference could be material to our financial statements. Changes in these estimates are recorded when known. |
Annual Goodwill Impairment Test | Annual Goodwill Impairment Test We test goodwill for impairment annually or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying amount. We operate as a single operating segment with one reporting unit, and accordingly, the goodwill impairment test was based on an evaluation of the fair value of our Company as a whole, using a market capitalization approach. We completed our annual impairment test as of July 1, 2018, and based on a market capitalization approach, we determined that our fair value substantially exceeds the net carrying value of our reporting unit. |
Revenue Recognition | Revenue Recognition Sales revenue is recognized at a point in time, which is upon shipment or upon delivery of our products to unaffiliated customers, depending on shipping terms. Accordingly, control of the products transfers to the customer in accordance with the transaction's shipping terms. Sales revenue is recognized for the amount of consideration that we expect to be entitled to in exchange for our products. Sales are reported net of estimated cash discounts, returns, rebates and incentives, each as described below, and freight allowed. Taxes imposed by governmental authorities, such as sales taxes or value-added taxes, are excluded from net sales. We provide medical products to distributors or end-user customers under supply agreements under which customers may place purchase orders for a variety of our products at specified pricing over a specified term, usually three years. While our sales and marketing efforts are directed to hospitals or other healthcare providers, our products are generally sold through third-party distribution channels. Under our contracts with customers, our performance obligations are normally limited to shipment or delivery of products to a customer upon receipt of a purchase order. We bill our customers, depending on shipping terms, upon shipment or delivery of the products to the customer. Amounts billed are typically due within 30 days, with a 1% discount allowed for distributors if payment is made within 15 days. We estimate cash discounts based on historical experience and record the cash discounts as an allowance to trade receivables. The differences between estimated and actual cash discounts are normally not material. We allow for returns within a specified period of time following the customers' receipt of the goods and estimate an allowance to trade receivables for returns based on historical experience. The differences between estimated and actual returns are normally not material. Our contracts provide for forms of variable consideration including rebates, incentives and pricing tiers, each of which are described below: Rebates - We provide for rebates to distributors for estimated historical differences between list prices and average end-user customer prices and the quantity of products expected to be sold to specific end-user customers. We maintain a liability for the estimated rebates that have been earned but unpaid. Differences between estimated and actual rebates are normally not material. Incentives - Incentives include fees paid to group purchasing organizations ("GPOs") or distributors in conjunction with the sales of our products to end-user customers. We estimate our incentive liability based on historical experience. Differences between estimated and actual incentives are normally not material. Pricing tiers - In certain of our contracts, pricing is dependent on volumes purchased. Pricing is lower for customers who purchase higher volumes. Customers are placed in a pricing tier based on expected purchase volume, which is developed primarily using the customer's purchase history. Depending on the customer's purchases, we may move the customer up or down a tier. Pricing in the new pricing tier is applied to purchase orders prospectively. There are no retrospective adjustments based on movements between pricing tiers. See Note 5, "Supplemental Balance Sheet Information" for disclosure of our allowances for cash discounts, sales returns and doubtful accounts, and accrued rebates and incentives as of September 30, 2018 and December 31, 2017. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In February 2018, the FASB issued ASU No. 2018-02, Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities. In February 2016, the FASB issued ASU No. 2016-02, Leases. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Financial results of discontinued operations | The following table summarizes the financial results of our discontinued operations for all periods presented herein (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales $ - $ 250.9 $ 353.0 $ 750.9 Cost of products sold - 188.6 260.3 567.1 Research and development - 0.7 1.1 2.0 Selling, general and other expenses - 22.8 38.1 58.2 Gain on Divestiture - - (89.9 ) - Other expense, net - (0.4 ) 0.4 (0.8 ) Income from discontinued operations before income taxes - 39.2 143.0 124.4 Tax provision from discontinued operations - (12.4 ) (77.5 ) (41.4 ) Income from Discontinued Operations, net $ - $ 26.8 $ 65.5 $ 83.0 Details on assets and liabilities classified as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2017 are presented in the following table (in millions): December 31, 2017 Assets held for sale - discontinued operations Accounts receivable, net of allowances $ 1.5 Inventories 198.3 Prepaid and other current assets 2.3 Current assets held for sale - discontinued operations 202.1 Property, plant and equipment, net 150.8 Goodwill 267.3 Other intangible assets, net 0.9 Non-current deferred tax assets 7.1 Other assets 0.4 Total assets held for sale - discontinued operations 628.6 Other assets classified as held for sale 3.9 Total assets classified as held for sale $ 632.5 Liabilities held for sale - discontinued operations Accounts payable $ 15.5 Accrued expenses 11.2 Current liabilities held for sale - discontinued operations 26.7 Deferred tax liabilities 0.3 Other long-term liabilities 6.9 Total liabilities held for sale - discontinued operations $ 33.9 The following table provides operating and investing cash flow information for our discontinued operations (in millions): Nine Months Ended September 30, 2018 2017 Operating Activities: Depreciation and amortization $ — $ 18.1 Stock-based compensation expense (1.5 ) 1.2 Investing Activities: Capital expenditures 2.9 14.4 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Accrual and Payment Activity | The following table summarizes the accrual and payment activity (in millions): Accrual Balance, December 31, 2017 $ 5.4 Charges and adjustments, net 1.4 Payments (1.5 ) Balance, September 30, 2018 $ 5.3 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | The preliminary allocation of the purchase price was as follows (in millions): Purchase Price Allocation Current assets acquired net of liabilities assumed $ 8.8 Property, plant and equipment 1.0 Identifiable intangible assets 40.0 Other noncurrent assets (liabilities), net (0.2 ) Deferred tax liabilities (4.3 ) Goodwill 22.7 Total $ 68.0 |
Schedule of identifiable intangible assets | The identifiable intangible assets include the following (in millions): Fair Value Weighted Average Useful Lives (Yrs) Distributor relationships $ 16.4 12 Developed technology 16.9 11 Trade name 6.7 11 Total $ 40.0 |
Schedule of pro forma information | The following unaudited pro forma information is presented in the table below for the three and nine months ended September 30, 2018 and 2017 as if the Acquisition had occurred on January 1, 2017 (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (unaudited) (unaudited) (unaudited) (unaudited) Net sales $ 165.1 $ 160.1 $ 500.5 $ 471.2 Net income 5.1 16.5 59.5 44.0 Earnings per share: Basic $ 0.11 $ 0.35 $ 1.26 $ 0.94 Diluted $ 0.11 $ 0.35 $ 1.26 $ 0.94 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of accounts receivable | Accounts receivable consist of the following (in millions): September 30, 2018 December 31, 2017 Accounts receivable $ 153.6 $ 204.9 Allowances and doubtful accounts: Doubtful accounts (1.4 ) (0.9 ) Sales discounts (0.3 ) (0.8 ) Sales returns (0.1 ) (0.2 ) Total Allowances and doubtful accounts (1.8 ) (1.9 ) Accounts receivable, net $ 151.8 $ 203.0 |
Schedule of inventories | Inventories at the lower of cost (determined on the LIFO/FIFO or weighted-average cost methods) or market consist of the following (in millions): September 30, 2018 December 31, 2017 LIFO Non-LIFO Total LIFO Non-LIFO Total Raw materials $ 38.6 $ 1.8 $ 40.4 $ 26.6 $ 1.5 $ 28.1 Work in process 26.0 0.4 26.4 20.4 0.3 20.7 Finished goods 46.2 15.0 61.2 40.0 9.6 49.6 Supplies and other - 6.1 6.1 - 5.7 5.7 110.8 23.3 134.1 87.0 17.1 104.1 Excess of FIFO or weighted-average cost over LIFO cost (12.9 ) - (12.9 ) (13.0 ) - (13.0 ) Total $ 97.9 $ 23.3 $ 121.2 $ 74.0 $ 17.1 $ 91.1 |
Schedule of property, plant and equipment | Property, plant and equipment consists of the following (in millions): September 30, 2018 December 31, 2017 Land $ 1.0 $ 1.0 Buildings 43.6 41.0 Machinery and equipment 136.7 124.4 Construction in progress 42.4 21.5 223.7 187.9 Less accumulated depreciation (86.7 ) (78.0 ) Total $ 137.0 $ 109.9 |
Changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are as follows (in millions): Goodwill Balance at December 31, 2017 $ 764.7 Goodwill acquired (a) 22.7 Currency translation adjustment (0.7 ) Balance at September 30, 2018 $ 786.7 (a) We acquired goodwill in connection with the Acquisition described in Note 4, “Business Acquisitions.” |
Schedule of intangible assets subject to amortization | Intangible assets subject to amortization consist of the following (in millions): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks $ 83.1 $ (51.1 ) $ 32.0 $ 125.9 $ (97.6 ) $ 28.3 Patents and acquired technologies 259.6 (140.7 ) 118.9 253.0 (146.1 ) 106.9 Other 54.3 (31.3 ) 23.0 43.1 (35.1 ) 8.0 Total $ 397.0 $ (223.1 ) $ 173.9 $ 422.0 $ (278.8 ) $ 143.2 |
Schedule of estimated amortization expense | We estimate amortization expense for the remainder of 2018 and the following four years and beyond will be as follows (in millions): For the years ending December 31, 2018 $ 5.6 2019 19.3 2020 17.0 2021 14.8 2022 14.3 Thereafter 102.9 Total $ 173.9 |
Schedule of accrued expenses | Accrued expenses consist of the following (in millions): September 30, 2018 December 31, 2017 Accrued rebates $ 27.9 $ 64.4 Accrued salaries and wages 27.3 44.5 Accrued taxes - income and other 17.0 6.8 Other 34.1 29.2 Total $ 106.3 $ 144.9 |
Schedule of other long-term liabilities | Other long-term liabilities consist of the following (in millions): September 30, 2018 December 31, 2017 Taxes payable $ 9.4 $ 10.0 Accrued compensation benefits 5.1 4.6 Other 15.6 17.2 Total $ 30.1 $ 31.8 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial instruments | The following table includes the fair value of our financial instruments for which disclosure of fair value is required (in millions): September 30, 2018 December 31, 2017 Fair Value Hierarchy Level Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets Cash, cash equivalents and restricted cash 1 $ 411.8 $ 411.8 $ 219.7 $ 219.7 Liabilities Senior Unsecured Notes 1 247.6 255.5 247.1 259.7 Senior Secured Term Loan 2 - - 333.8 341.1 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt balances | As of September 30, 2018 and December 31, 2017, our debt balances were as follows (in millions): Weighted- Average Interest Rate Maturities September 30, 2018 December 31, 2017 Senior Secured Term Loan 4.42 % 2021 $ - $ 339.0 Senior Unsecured Notes 6.25 % 2022 250.0 250.0 Total long-term debt 250.0 589.0 Unamortized Debt Discounts and Issuance Costs Senior Secured Term Loan - (5.2 ) Senior Unsecured Notes (2.4 ) (2.9 ) Total Debt, net 247.6 580.9 Less current portion of long-term debt - 39.8 Total long-term debt $ 247.6 $ 541.1 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of changes in the components of accumulated other comprehensive income | The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions): Unrealized Translation Defined Benefit Pension Plans Cash Flow Hedges Accumulated Other Comprehensive Income Balance, December 31, 2017 $ (31.6 ) $ (0.5 ) $ 0.8 $ (31.3 ) Other comprehensive income (loss) 0.9 0.7 (0.8 ) 0.8 Balance, September 30, 2018 $ (30.7 ) $ 0.2 $ - $ (30.5 ) The changes in the components of AOCI, including the tax effect, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Unrealized translation $ 1.6 $ 3.5 $ 0.9 $ 18.0 Defined benefit pension plans - 0.1 0.9 0.3 Tax effect - - (0.2 ) - Defined benefit pension plans, net of tax - 0.1 0.7 0.3 Cash flow hedges - 0.1 (1.0 ) 1.5 Tax effect - - 0.2 (0.3 ) Cash flow hedges, net of tax - 0.1 (0.8 ) 1.2 Change in AOCI $ 1.6 $ 3.7 $ 0.8 $ 19.5 |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings per share | The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2018 and 2017 is set forth in the following table (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) from continuing operations $ 4.2 $ (10.2 ) $ (5.8 ) $ (36.5 ) Income from discontinued operations, net of tax - 26.8 65.5 83.0 Net income $ 4.2 $ 16.6 $ 59.7 $ 46.5 Weighted Average Shares Outstanding: Basic weighted average shares outstanding 47.3 46.8 47.1 46.7 Dilutive effect of stock options and restricted share unit awards 1.3 - - - Diluted weighted average shares outstanding 48.6 46.8 47.1 46.7 Basic Earnings (Loss) Per Share Continuing operations $ 0.09 $ (0.22 ) $ (0.12 ) $ (0.78 ) Discontinued operations $ - $ 0.57 $ 1.39 $ 1.78 Net income $ 0.09 $ 0.35 $ 1.27 $ 1.00 Diluted Earnings (Loss) Per Share Continuing operations $ 0.09 $ (0.22 ) $ (0.12 ) $ (0.78 ) Discontinued operations $ - $ 0.57 $ 1.39 $ 1.78 Net income $ 0.09 $ 0.35 $ 1.27 $ 1.00 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Information concerning unaudited consolidated operations by business segment | Information concerning unaudited consolidated operations by business segment is presented in the following table (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales Medical Devices $ 165.1 $ 150.5 $ 482.4 $ 445.3 Corporate and Other - - - - Total Net Sales 165.1 150.5 482.4 445.3 Operating Profit Medical Devices 29.3 37.6 100.5 116.3 Corporate and Other (a) (21.4 ) (44.6 ) (93.7 ) (139.7 ) Other income (expense), net (b) (0.9 ) (3.4 ) 2.0 (16.7 ) Total Operating Profit 7.0 (10.4 ) 8.8 (40.1 ) Interest income 2.2 0.7 5.4 1.6 Interest expense (4.2 ) (8.1 ) (22.9 ) (23.5 ) Income before Income Taxes $ 5.0 $ (17.8 ) $ (8.7 ) $ (62.0 ) (a) Corporate and Other for the three and nine months ended September 30, 2018 includes zero and $37.0 million, respectively, of costs formerly included in the S&IP business, $14.0 million and $45.5 million, respectively, of general expenses, $5.1 million and $11.9 million, respectively, of restructuring costs (see Note 3, “Restructuring Activities”), $0.8 million and $1.1 million, respectively of acquisition-related costs (see Note 4 “Business Acquisitions) and $1.5 million of costs and $1.8 million net benefit, respectively, from our TSA arrangements. Corporate and Other for the three and nine months ended September 30, 2017 includes $29.0 million and $86.3 million, respectively, of costs formerly included in the S&IP business, $13.6 million and $47.6 million, respectively, of general expenses, $2.0 million and $5.3 million, respectively, of acquisition-related expenses and zero and $0.5 million for post spin-related items. (b) Other expense includes amounts incurred related to litigation matters. See Note 11, “Commitments and Contingencies.” |
Net sales by product category | Our management evaluates the product category sales within our reportable business segment. Net sales by product category is presented in the following table (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Sales Chronic care $ 93.6 $ 88.8 $ 287.8 $ 266.1 Pain management 71.5 61.7 194.6 179.2 Total net sales $ 165.1 $ 150.5 $ 482.4 $ 445.3 |
Supplemental Guarantor Financ_2
Supplemental Guarantor Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Income and Comprehensive Income Statements | AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Three Months Ended September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 170.9 $ 13.4 $ (19.2 ) $ 165.1 Cost of products sold - 73.7 5.8 (19.1 ) 60.4 Gross Profit - 97.2 7.6 (0.1 ) 104.7 Research and development - 10.5 - - 10.5 Selling and general expenses 11.4 65.3 9.6 - 86.3 Other income, net 1.0 1.4 (1.7 ) 0.2 0.9 Operating (Loss) Profit (12.4 ) 20.0 (0.3 ) (0.3 ) 7.0 Interest income 0.7 - 2.5 (1.0 ) 2.2 Interest expense (4.3 ) (0.8 ) (0.1 ) 1.0 (4.2 ) (Loss) Income Before Income Taxes (16.0 ) 19.2 2.1 (0.3 ) 5.0 Income tax benefit (provision) 4.1 (0.1 ) (4.8 ) - (0.8 ) Equity in earnings of consolidated subsidiaries 16.2 2.5 - (18.7 ) - Net Income (Loss) 4.3 21.6 (2.7 ) (19.0 ) 4.2 Total other comprehensive income, net of tax 1.6 2.7 2.1 (4.8 ) 1.6 Comprehensive Income (Loss) $ 5.9 $ 24.3 $ (0.6 ) $ (23.8 ) $ 5.8 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Three Months Ended September 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 167.8 $ 75.8 $ (93.1 ) $ 150.5 Cost of products sold - 93.1 69.5 (93.1 ) 69.5 Gross Profit - 74.7 6.3 - 81.0 Research and development - 9.6 - - 9.6 Selling and general expenses 8.7 59.8 9.9 - 78.4 Other expense and (income), net (0.4 ) 8.1 (4.3 ) - 3.4 Operating (Loss) Income (8.3 ) (2.8 ) 0.7 - (10.4 ) Interest income 0.2 - 1.1 (0.6 ) 0.7 Interest expense (8.2 ) (0.5 ) - 0.6 (8.1 ) (Loss) Income Before Income Taxes (16.3 ) (3.3 ) 1.8 - (17.8 ) Income tax benefit 2.8 4.0 0.8 - 7.6 Equity in earnings of consolidated subsidiaries 27.7 6.2 - (33.9 ) - Net Income (Loss) from Continuing Operations 14.2 6.9 2.6 (33.9 ) (10.2 ) Income from discontinued operations, net of tax 2.4 14.7 9.7 - 26.8 Net Income 16.6 21.6 12.3 (33.9 ) 16.6 Total other comprehensive income, net of tax 3.7 2.4 3.8 (6.2 ) 3.7 Comprehensive Income $ 20.3 $ 24.0 $ 16.1 $ (40.1 ) $ 20.3 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Nine Months Ended September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 513.9 $ 125.4 $ (156.9 ) $ 482.4 Cost of products sold (0.8 ) 247.6 101.9 (156.8 ) 191.9 Gross Profit 0.8 266.3 23.5 (0.1 ) 290.5 Research and development - 31.2 - - 31.2 Selling and general expenses 32.0 187.3 33.2 - 252.5 Other (income) and expense, net (1.2 ) 2.7 (7.6 ) 4.1 (2.0 ) Operating (Loss) Income (30.0 ) 45.1 (2.1 ) (4.2 ) 8.8 Interest income 2.5 0.1 5.7 (2.9 ) 5.4 Interest expense (23.2 ) (2.4 ) (0.2 ) 2.9 (22.9 ) (Loss) Income Before Income Taxes (50.7 ) 42.8 3.4 (4.2 ) (8.7 ) Income tax benefit (provision) 12.9 (1.3 ) (8.7 ) - 2.9 Equity in earnings of consolidated subsidiaries 104.0 143.1 - (247.1 ) - Net Income (Loss) from Continuing Operations 66.2 184.6 (5.3 ) (251.3 ) (5.8 ) (Loss) Income from discontinued operations, net of tax (6.5 ) (49.9 ) 121.9 - 65.5 Net Income 59.7 134.7 116.6 (251.3 ) 59.7 Total other comprehensive (loss) income, net of tax 0.8 5.5 1.4 (6.9 ) 0.8 Comprehensive Income $ 60.5 $ 140.2 $ 118.0 $ (258.2 ) $ 60.5 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING INCOME AND COMPREHENSIVE INCOME STATEMENTS (in millions) Nine Months Ended September 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ - $ 493.7 $ 221.0 $ (269.4 ) $ 445.3 Cost of products sold - 274.0 193.7 (269.4 ) 198.3 Gross Profit - 219.7 27.3 - 247.0 Research and development - 26.1 - - 26.1 Selling and general expenses 28.4 185.4 30.5 - 244.3 Other expense and (income), net (0.1 ) 26.9 (10.1 ) - 16.7 Operating (Loss) Profit (28.3 ) (18.7 ) 6.9 - (40.1 ) Interest income 0.6 - 3.2 (2.2 ) 1.6 Interest expense (24.0 ) (1.6 ) (0.1 ) 2.2 (23.5 ) (Loss) Income Before Income Taxes (51.7 ) (20.3 ) 10.0 - (62.0 ) Income tax benefit 5.3 18.5 1.7 - 25.5 Equity in earnings of consolidated subsidiaries 79.8 19.2 - (99.0 ) - Net Income (Loss) from Continuing Operations 33.4 17.4 11.7 (99.0 ) (36.5 ) Income from discontinued operations, net of tax 13.1 50.4 19.5 - 83.0 Net Income 46.5 67.8 31.2 (99.0 ) 46.5 Total other comprehensive income, net of tax 19.5 14.3 18.7 (33.0 ) 19.5 Comprehensive Income $ 66.0 $ 82.1 $ 49.9 $ (132.0 ) $ 66.0 |
Condensed Consolidating Balance Sheet | AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in millions) As of September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ 327.5 $ 26.6 $ 57.7 $ - $ 411.8 Accounts receivable, net of allowances 3.0 1,282.2 213.1 (1,346.5 ) 151.8 Inventories - 106.0 15.2 - 121.2 Prepaid expenses and other current assets 2.5 15.9 34.0 - 52.4 Total Current Assets 333.0 1,430.7 320.0 (1,346.5 ) 737.2 Property, Plant and Equipment, net - 115.4 21.6 - 137.0 Investment in Consolidated Subsidiaries 2,410.8 243.8 - (2,654.6 ) - Goodwill - 760.9 25.8 - 786.7 Other Intangible Assets, net - 165.2 8.7 - 173.9 Other Assets - 5.3 4.4 - 9.7 TOTAL ASSETS $ 2,743.8 $ 2,721.3 $ 380.5 $ (4,001.1 ) $ 1,844.5 LIABILITIES AND EQUITY Current Liabilities Trade accounts payable $ 1,177.5 $ 258.3 $ 58.9 $ (1,335.5 ) $ 159.2 Accrued expenses 10.3 83.2 23.8 (11.0 ) 106.3 Total Current Liabilities 1,187.8 341.5 82.7 (1,346.5 ) 265.5 Long-Term Debt 247.6 - - - 247.6 Other Long-Term Liabilities 8.2 19.2 3.8 - 31.2 Total Liabilities 1,443.6 360.7 86.5 (1,346.5 ) 544.3 Total Equity 1,300.2 2,360.6 294.0 (2,654.6 ) 1,300.2 TOTAL LIABILITIES AND EQUITY $ 2,743.8 $ 2,721.3 $ 380.5 $ (4,001.1 ) $ 1,844.5 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in millions) As of December 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ 114.5 $ 16.0 $ 89.2 $ - $ 219.7 Accounts receivable, net of allowances 1.1 623.0 266.3 (687.4 ) 203.0 Inventories - 76.0 15.1 - 91.1 Prepaid expenses and other current assets 0.6 11.7 2.1 - 14.4 Assets held for sale 0.3 546.7 85.5 - 632.5 Total Current Assets 116.5 1,273.4 458.2 (687.4 ) 1,160.7 Property, Plant and Equipment, net - 92.9 17.0 - 109.9 Investment in Consolidated Subsidiaries 2,154.3 403.2 - (2,557.5 ) - Goodwill - 738.1 26.6 - 764.7 Other Intangible Assets, net - 139.5 9.4 - 148.9 Other Assets 0.3 6.0 5.4 - 11.7 TOTAL ASSETS $ 2,271.1 $ 2,653.1 $ 516.6 $ (3,244.9 ) $ 2,195.9 LIABILITIES AND EQUITY Current Liabilities Current portion of long-term debt $ 39.8 $ - $ - $ - $ 39.8 Trade accounts payable 454.0 347.0 49.8 (679.6 ) 171.2 Accrued expenses 11.6 113.9 27.4 (8.0 ) 144.9 Liabilities held for sale - 7.8 26.1 - 33.9 Total Current Liabilities 505.4 468.7 103.3 (687.6 ) 389.8 Long-Term Debt 541.1 - - - 541.1 Other Long-Term Liabilities 9.2 36.1 4.3 - 49.6 Total Liabilities 1,055.7 504.8 107.6 (687.6 ) 980.5 Total Equity 1,215.4 2,148.3 409.0 (2,557.3 ) 1,215.4 TOTAL LIABILITIES AND EQUITY $ 2,271.1 $ 2,653.1 $ 516.6 $ (3,244.9 ) $ 2,195.9 |
Condensed Consolidating Statements of Cash Flows | AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended September 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Cash (Used in) Provided by Operating Activities $ (139.3 ) $ (5.9 ) $ 7.0 $ - $ (138.2 ) Investing Activities Capital expenditures - (24.9 ) (6.5 ) - (31.4 ) Acquisition of business, net of cash acquired (65.6 ) - - - (65.6 ) Proceeds from the Divestiture 540.0 9.1 205.2 - 754.3 Dividend received from subsidiaries - 233.5 - (233.5 ) - Intercompany contributions - (200.7 ) - 200.7 - Cash Provided by Investing Activities 474.4 17.0 198.7 (32.8 ) 657.3 Financing Activities Intercompany contributions 200.7 - - (200.7 ) - Debt repayments (339.0 ) - - - (339.0 ) Purchase of treasury stock (0.6 ) - - - (0.6 ) Proceeds from the exercise of stock options 16.8 - - - 16.8 Cash dividends paid to Guarantor - - (233.5 ) 233.5 - Cash Used in Financing Activities (122.1 ) - (233.5 ) 32.8 (322.8 ) Effect of Exchange Rate on Cash and Cash Equivalents - (0.5 ) (3.7 ) - (4.2 ) Increase (Decrease) in Cash and Cash Equivalents 213.0 10.6 (31.5 ) - 192.1 Cash and Cash Equivalents, Beginning of Period 114.5 16.0 89.2 - 219.7 Cash and Cash Equivalents, End of Period $ 327.5 $ 26.6 $ 57.7 $ - $ 411.8 AVANOS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended September 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Cash (Used in) Provided by Operating Activities $ (27.6 ) $ 82.6 $ 25.1 $ - $ 80.1 Investing Activities Capital expenditures - (22.9 ) (7.7 ) - (30.6 ) Proceeds from property dispositions - 0.1 - - 0.1 Intercompany contributions - (54.4 ) - 54.4 - Cash Used in Investing Activities - (77.2 ) (7.7 ) 54.4 (30.5 ) Financing Activities Intercompany contributions 58.0 - (3.6 ) (54.4 ) - Purchase of treasury stock (2.0 ) - - - (2.0 ) Proceeds from the exercise of stock options 2.3 - - - 2.3 Cash Provided by (Used in) Financing Activities 58.3 - (3.6 ) (54.4 ) 0.3 Effect of Exchange Rate on Cash and Cash Equivalents - 0.3 2.2 - 2.5 Increase (Decrease) in Cash and Cash Equivalents 30.7 5.7 16.0 - 52.4 Cash and Cash Equivalents, Beginning of Period 54.2 9.5 50.0 - 113.7 Cash and Cash Equivalents, End of Period $ 84.9 $ 15.2 $ 66.0 $ - $ 166.1 |
Accounting Policies (Details)
Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Supply agreement term | 3 years |
Amounts billed, payment term | 30 days |
Amounts billed, discount percentage if paid within discount term | 1.00% |
Amounts billed, payment term to receive discount percentage | 15 days |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) | Apr. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net non-cash gain on Divestiture | $ 98,400,000 | $ 0 | ||||
Number of reportable business segment | segment | 1 | |||||
Expenses presented as component of S&IP kept in continuing operations | $ (7,000,000) | $ 10,400,000 | $ (8,800,000) | 40,100,000 | ||
Assets held for sale | 0 | 0 | $ 632,500,000 | |||
Liabilities held for sale | 0 | 0 | $ 33,900,000 | |||
S&IP Business | Continuing Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Expenses presented as component of S&IP kept in continuing operations | 0 | $ 29,000,000 | 37,000,000 | $ 86,300,000 | ||
S&IP Business | Prepaid Expenses and Other Current Assets | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Limited risk distributor, inventory | $ 37,200,000 | $ 37,200,000 | ||||
S&IP Business | Disposed of by sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration | $ 710,000,000 | |||||
Net non-cash gain on Divestiture | $ 89,900,000 | |||||
Commercial agreements termination period | 2 years |
Discontinued Operations - Finan
Discontinued Operations - Financial Results of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on Divestiture | $ (98.4) | $ 0 | ||
Income from Discontinued Operations, net | $ 26.8 | 65.5 | 83 | |
S&IP Business | Discontinued operations, held for sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net Sales | $ 0 | 250.9 | 353 | 750.9 |
Cost of products sold | 0 | 188.6 | 260.3 | 567.1 |
Research and development | 0 | 0.7 | 1.1 | 2 |
Selling, general and other expenses | 0 | 22.8 | 38.1 | 58.2 |
Gain on Divestiture | 0 | 0 | (89.9) | 0 |
Other expense, net | 0 | (0.4) | 0.4 | (0.8) |
Income from discontinued operations before income taxes | 0 | 39.2 | 143 | 124.4 |
Tax provision from discontinued operations | 0 | (12.4) | (77.5) | (41.4) |
Income from Discontinued Operations, net | $ 0 | $ 26.8 | $ 65.5 | $ 83 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities Classified as Held For Sale (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Assets held for sale - discontinued operations | ||
Current assets held for sale - discontinued operations | $ 0 | $ 632,500,000 |
Liabilities held for sale - discontinued operations | ||
Current liabilities held for sale - discontinued operations | $ 0 | 33,900,000 |
S&IP Business | ||
Assets held for sale - discontinued operations | ||
Total assets held for sale | 632,500,000 | |
S&IP Business | Discontinued operations, held for sale | ||
Assets held for sale - discontinued operations | ||
Accounts receivable, net of allowances | 1,500,000 | |
Inventories | 198,300,000 | |
Prepaid and other current assets | 2,300,000 | |
Current assets held for sale - discontinued operations | 202,100,000 | |
Property, plant and equipment, net | 150,800,000 | |
Goodwill | 267,300,000 | |
Other intangible assets, net | 900,000 | |
Non-current deferred tax assets | 7,100,000 | |
Other assets | 400,000 | |
Total assets held for sale | 628,600,000 | |
Liabilities held for sale - discontinued operations | ||
Accounts payable | 15,500,000 | |
Accrued expenses | 11,200,000 | |
Current liabilities held for sale - discontinued operations | 26,700,000 | |
Deferred tax liabilities | 300,000 | |
Other long-term liabilities | 6,900,000 | |
Total liabilities held for sale - discontinued operations | 33,900,000 | |
S&IP Business | Disposal group, not discontinued operations, held for sale | ||
Assets held for sale - discontinued operations | ||
Total assets held for sale | $ 3,900,000 |
Discontinued Operations - Opera
Discontinued Operations - Operating and Investing Cash Flow Information of Discontinued Operations (Details) - S&IP Business - Discontinued operations, held for sale - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Depreciation and amortization | $ 0 | $ 18.1 |
Stock-based compensation expense | (1.5) | 1.2 |
Investing Activities: | ||
Capital expenditures | $ 2.9 | $ 14.4 |
Restructuring Activities - Narr
Restructuring Activities - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 10 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Initial Phase | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs incurred | $ 11.8 | ||
Initial Phase | Consulting services | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs incurred | $ 1.9 | $ 6.4 | |
ITS Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs incurred | 3.2 | 5.5 | |
Restructuring, amounts capitalized | 18.4 | ||
Internal labor costs capitalized | 1.8 | ||
Maximum | Initial Phase | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | 15 | 15 | 15 |
Maximum | Initial Phase | Employee severance and benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | 7 | 7 | 7 |
Maximum | ITS Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | 50 | 50 | 50 |
Maximum | ITS Plan | Qualify for capitalization | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | 35 | 35 | 35 |
Minimum | Initial Phase | Employee severance and benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | 6 | 6 | 6 |
Minimum | ITS Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | 40 | 40 | 40 |
Minimum | ITS Plan | Qualify for capitalization | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs expected to incur | $ 30 | $ 30 | $ 30 |
Restructuring Activities - Accr
Restructuring Activities - Accrual and Payment Activity (Details) - Employee severance and benefits - Initial Phase $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance, December 31, 2017 | $ 5.4 |
Charges and adjustments, net | 1.4 |
Payments | (1.5) |
Balance, September 30, 2018 | $ 5.3 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - CoolSystems, Inc. referred to as Game Ready - USD ($) $ in Millions | Jul. 01, 2018 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||
Date of acquisition | Jul. 1, 2018 | |
Consideration transferred | $ 65.6 | |
Business combination purchase price | $ 65 | |
Net Sales | $ 9.4 | |
Net loss | $ (0.5) |
Business Acquisition - Purchase
Business Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Jul. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 786.7 | $ 764.7 | |
CoolSystems, Inc. referred to as Game Ready | |||
Business Acquisition [Line Items] | |||
Current assets acquired net of liabilities assumed | $ 8.8 | ||
Property, plant and equipment | 1 | ||
Identifiable intangible assets | 40 | ||
Other noncurrent assets (liabilities), net | (0.2) | ||
Deferred tax liabilities | (4.3) | ||
Goodwill | 22.7 | ||
Total | $ 68 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Acquired Finite-Lived Intangible Assets (Details) - CoolSystems, Inc. referred to as Game Ready $ in Millions | Jul. 01, 2018USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 40 |
Distributor relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 16.4 |
Weighted Average Useful Lives (Yrs) | 12 years |
Developed technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 16.9 |
Weighted Average Useful Lives (Yrs) | 11 years |
Trade Names | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 6.7 |
Weighted Average Useful Lives (Yrs) | 11 years |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Pro Forma Information (Details) - CoolSystems, Inc. referred to as Game Ready - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 165.1 | $ 160.1 | $ 500.5 | $ 471.2 |
Net income | $ 5.1 | $ 16.5 | $ 59.5 | $ 44 |
Earnings per share: | ||||
Basic | $ 0.11 | $ 0.35 | $ 1.26 | $ 0.94 |
Diluted | $ 0.11 | $ 0.35 | $ 1.26 | $ 0.94 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable | $ 153.6 | $ 204.9 |
Allowances and doubtful accounts | (1.8) | (1.9) |
Accounts receivable, net | 151.8 | 203 |
Doubtful accounts | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances and doubtful accounts | (1.4) | (0.9) |
Sales discounts | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances and doubtful accounts | (0.3) | (0.8) |
Sales returns | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Allowances and doubtful accounts | $ (0.1) | $ (0.2) |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory, LIFO, Net [Abstract] | ||
Raw materials | $ 38.6 | $ 26.6 |
Work in process | 26 | 20.4 |
Finished goods | 46.2 | 40 |
Supplies and other | 0 | 0 |
Inventory, gross | 110.8 | 87 |
Excess of FIFO or weighted-average cost over LIFO cost | (12.9) | (13) |
Total | 97.9 | 74 |
Inventory, Non-LIFO, Net [Abstract] | ||
Raw materials | 1.8 | 1.5 |
Work in process | 0.4 | 0.3 |
Finished goods | 15 | 9.6 |
Supplies and other | 6.1 | 5.7 |
Inventory, gross | 23.3 | 17.1 |
Total | 23.3 | 17.1 |
Inventory, Net [Abstract] | ||
Raw materials | 40.4 | 28.1 |
Work in process | 26.4 | 20.7 |
Finished goods | 61.2 | 49.6 |
Supplies and other | 6.1 | 5.7 |
Inventory, gross | 134.1 | 104.1 |
Excess of FIFO or weighted-average cost over LIFO cost | (12.9) | (13) |
Total | $ 121.2 | $ 91.1 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 223.7 | $ 223.7 | $ 187.9 | ||
Less accumulated depreciation | (86.7) | (86.7) | (78) | ||
Total | 137 | 137 | 109.9 | ||
Depreciation expense | 3.5 | $ 4.9 | 9.8 | $ 14.9 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1 | 1 | 1 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 43.6 | 43.6 | 41 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 136.7 | 136.7 | 124.4 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 42.4 | 42.4 | $ 21.5 | ||
Construction in progress | ITS Plan | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 18.4 | $ 18.4 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Schedule of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | $ 764.7 |
Goodwill acquired | 22.7 |
Currency translation adjustment | (0.7) |
Balance at September 30, 2018 | $ 786.7 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 397 | $ 397 | $ 422 | ||
Accumulated Amortization | (223.1) | (223.1) | (278.8) | ||
Net Carrying Amount | 173.9 | 173.9 | 143.2 | ||
Indefinite-lived intangible assets acquired | 5.7 | ||||
Amortization expense for intangible assets | 5.4 | $ 5.1 | 14.6 | $ 15.5 | |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 83.1 | 83.1 | 125.9 | ||
Accumulated Amortization | (51.1) | (51.1) | (97.6) | ||
Net Carrying Amount | 32 | 32 | 28.3 | ||
Patents and acquired technologies | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 259.6 | 259.6 | 253 | ||
Accumulated Amortization | (140.7) | (140.7) | (146.1) | ||
Net Carrying Amount | 118.9 | 118.9 | 106.9 | ||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 54.3 | 54.3 | 43.1 | ||
Accumulated Amortization | (31.3) | (31.3) | (35.1) | ||
Net Carrying Amount | $ 23 | $ 23 | $ 8 |
Supplemental Balance Sheet In_8
Supplemental Balance Sheet Information - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Estimated Amortization Expense | ||
2,018 | $ 5.6 | |
2,019 | 19.3 | |
2,020 | 17 | |
2,021 | 14.8 | |
2,022 | 14.3 | |
Thereafter | 102.9 | |
Net Carrying Amount | $ 173.9 | $ 143.2 |
Supplemental Balance Sheet In_9
Supplemental Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accrued rebates | $ 27.9 | $ 64.4 |
Accrued salaries and wages | 27.3 | 44.5 |
Accrued taxes - income and other | 17 | 6.8 |
Other | 34.1 | 29.2 |
Total | $ 106.3 | $ 144.9 |
Supplemental Balance Sheet I_10
Supplemental Balance Sheet Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Taxes payable | $ 9.4 | $ 10 |
Accrued compensation benefits | 5.1 | 4.6 |
Other | 15.6 | 17.2 |
Total | $ 30.1 | $ 31.8 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||||
Cash, cash equivalents and restricted cash | $ 411.8 | $ 219.7 | $ 166.1 | $ 113.7 |
Liabilities | ||||
Debt | 250 | 589 | ||
Level 1 | Carrying Amount | ||||
Assets | ||||
Cash, cash equivalents and restricted cash | 411.8 | 219.7 | ||
Liabilities | ||||
Debt | 247.6 | 247.1 | ||
Level 1 | Estimated Fair Value | ||||
Assets | ||||
Cash, cash equivalents and restricted cash | 411.8 | 219.7 | ||
Liabilities | ||||
Debt | 255.5 | 259.7 | ||
Level 2 | Carrying Amount | ||||
Liabilities | ||||
Debt | 0 | 333.8 | ||
Level 2 | Estimated Fair Value | ||||
Liabilities | ||||
Debt | $ 0 | $ 341.1 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 250 | $ 589 |
Unamortized Debt Discounts and Issuance Costs | ||
Total Debt, net | 247.6 | 580.9 |
Less current portion of long-term debt | 0 | 39.8 |
Total long-term debt | $ 247.6 | 541.1 |
Senior Secured Term Loan | 4.42% Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 4.42% | |
Maturities | 2,021 | |
Total long-term debt | $ 0 | 339 |
Unamortized Debt Discounts and Issuance Costs | ||
Unamortized Debt Discounts and Issuance Costs | $ 0 | (5.2) |
Senior Unsecured Notes | 6.25% Senior Notes | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 6.25% | |
Maturities | 2,022 | |
Total long-term debt | $ 250 | 250 |
Unamortized Debt Discounts and Issuance Costs | ||
Unamortized Debt Discounts and Issuance Costs | $ (2.4) | $ (2.9) |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | |
4.42% Senior Secured Term Loan | Senior Secured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Repayment of debt | $ 40,000,000 | |||
Early debt extinguishment loss | $ 4,200,000 | $ 600,000 | $ 4,800,000 | |
Weighted-average interest rate | 4.42% | |||
6.25% Senior Notes | Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Long term debt, maturity date | Oct. 15, 2022 | |||
Weighted-average interest rate | 6.25% | |||
Long term debt, frequency of periodic payment description | Payable semi-annually in arrears on April 15 and October 15 of each year. | |||
Effective interest rate | 6.52% | |||
Revolving credit facility | Term loan facility | Secured line of credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maturity date | Oct. 31, 2019 | |||
Borrowing capacity | $ 250,000,000 | |||
Unused capacity, commitment fee percentage | 0.40% | |||
Consolidated total leverage ratio | 2.25 | |||
Revolving credit facility | Term loan facility | Secured line of credit | Leverage Ratio, Less than 2.25 | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.25% | |||
Revolving credit facility | Term loan facility | Secured line of credit | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Revolving credit facility | Term loan facility | Secured line of credit | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Revolving credit facility | Term loan facility | Secured line of credit | Base rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Revolving credit facility | Term loan facility | Secured line of credit | Base rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Revolving credit facility | Term loan facility | Senior Secured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Amount outstanding | $ 0 | |||
Letter of credit | Term loan facility | Secured line of credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | 75,000,000 | |||
Letter of credit | Term loan facility | Senior Secured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | 1,000,000 | |||
Swingline sub-facility | Term loan facility | Secured line of credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 25,000,000 | |||
Subsequent Event | Revolving credit facility | Amendment To Term Loan Facility | Secured line of credit | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility extended years | 5 years | |||
Unused capacity, commitment fee percentage | 0.25% | |||
Payment fees | $ 1,700,000 | |||
Unused capacity, commitment fee percentage | 0.375% | |||
Subsequent Event | Revolving credit facility | Amendment To Term Loan Facility | Secured line of credit | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Subsequent Event | Revolving credit facility | Amendment To Term Loan Facility | Secured line of credit | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Subsequent Event | Revolving credit facility | Amendment To Term Loan Facility | Secured line of credit | Base rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Subsequent Event | Revolving credit facility | Amendment To Term Loan Facility | Secured line of credit | Base rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Tax cuts and jobs act of 2017, income tax benefit | $ 10 | ||||
Tax cuts and jobs act of 2017, provisional income tax benefit, change in tax rate | 16 | ||||
Tax cuts and jobs act of 2017, provisional income tax expense, transition tax for accumulated foreign earnings | 7 | ||||
Cumulative foreign earnings | 101 | ||||
Current year cash dividends, income tax benefit | 1 | ||||
Current and prior year undistributed earnings of subsidiaries operating outside the U.S. | $ 151 | ||||
Income tax (provision) benefit | $ (0.8) | $ 7.6 | $ 2.9 | $ 25.5 | |
Effective tax rate | 16.00% | 42.70% | 33.30% | 41.10% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accumulated Other Comprehensive Income | ||||
Balance, December 31, 2017 | $ 1,215.4 | |||
Other comprehensive income (loss) | $ 1.6 | $ 3.7 | 0.8 | $ 19.5 |
Balance, September 30, 2018 | 1,300.2 | 1,300.2 | ||
Unrealized Translation | ||||
Accumulated Other Comprehensive Income | ||||
Balance, December 31, 2017 | (31.6) | |||
Other comprehensive income (loss) | 0.9 | |||
Balance, September 30, 2018 | (30.7) | (30.7) | ||
Defined Benefit Pension Plans | ||||
Accumulated Other Comprehensive Income | ||||
Balance, December 31, 2017 | (0.5) | |||
Other comprehensive income (loss) | 0.7 | |||
Balance, September 30, 2018 | 0.2 | 0.2 | ||
Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income | ||||
Balance, December 31, 2017 | 0.8 | |||
Other comprehensive income (loss) | (0.8) | |||
Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income | ||||
Balance, December 31, 2017 | (31.3) | |||
Other comprehensive income (loss) | 0.8 | |||
Balance, September 30, 2018 | $ (30.5) | $ (30.5) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Net Changes in Components of AOCI, Including Tax Effect (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Unrealized translation | $ 1.6 | $ 3.5 | $ 0.9 | $ 18 |
Defined benefit pension plans | 0 | 0.1 | 0.9 | 0.3 |
Tax effect | 0 | 0 | (0.2) | 0 |
Defined benefit pension plans, net of tax | 0 | 0.1 | 0.7 | 0.3 |
Cash flow hedges | 0 | 0.1 | (1) | 1.5 |
Tax effect | 0 | 0 | 0.2 | (0.3) |
Cash flow hedges, net of tax | 0 | 0.1 | (0.8) | 1.2 |
Total Other Comprehensive Income, Net of Tax | $ 1.6 | $ 3.7 | $ 0.8 | $ 19.5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | $ 2.4 | $ 2.1 | $ 8 | $ 11.9 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | 0.3 | 0.1 | 1.9 | 3.5 |
Time-Based Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | 0.7 | 2.8 | ||
Performance-based Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | $ 1.4 | 2 | 3.3 | 5.3 |
S&IP Business | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | (1.9) | |||
S&IP Business | Disposed of by sale | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) allocated to discontinued operations | $ 0.5 | (1.9) | 1.2 | |
S&IP Business | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | (0.4) | |||
S&IP Business | Time-Based Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | (0.9) | $ 3.1 | ||
S&IP Business | Performance-based Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense (benefit) | $ (0.6) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Apr. 11, 2018USD ($) | May 25, 2017motion | Apr. 07, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Loss Contingencies [Line Items] | |||||||
Legal expense and settlement accrual | $ 3.7 | $ 3.6 | $ 6.6 | $ 17.3 | |||
Supreme Court, punitive damages and compensatory damages, ratio | 5 | ||||||
Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Number of post-file motions filed | motion | 3 | ||||||
Number of post-file motions denied | motion | 3 | ||||||
Judicial ruling | Class action, compensatory damages | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | $ 0.3 | ||||||
Judicial ruling | Class action, punitive damages | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | 100 | ||||||
Judicial ruling | Class action, compensatory damages, amended | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | $ 0.3 | ||||||
Judicial ruling | Class action, punitive damages, amended | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | 1.3 | ||||||
Kimberly-Clark Corporation | Judicial ruling | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Pre-judgment interest | 1.3 | ||||||
Kimberly-Clark Corporation | Judicial ruling | Class action, compensatory damages | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | 4 | ||||||
Kimberly-Clark Corporation | Judicial ruling | Class action, punitive damages | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | $ 350 | ||||||
Kimberly-Clark Corporation | Judicial ruling | Class action, compensatory damages, amended | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | 3.9 | ||||||
Kimberly-Clark Corporation | Judicial ruling | Class action, punitive damages, amended | Bahamas Surgery Center | |||||||
Loss Contingencies [Line Items] | |||||||
Compensatory damages awarded to plaintiff | $ 19.4 |
Earnings Per Share ("EPS") (Det
Earnings Per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) from continuing operations | $ 4.2 | $ (10.2) | $ (5.8) | $ (36.5) |
Income from discontinued operations, net of tax | 26.8 | 65.5 | 83 | |
Net Income | $ 4.2 | $ 16.6 | $ 59.7 | $ 46.5 |
Weighted Average Shares Outstanding: | ||||
Basic weighted average shares outstanding (in shares) | 47.3 | 46.8 | 47.1 | 46.7 |
Dilutive effect of stock options and restricted share unit awards (in shares) | 1.3 | 0 | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 48.6 | 46.8 | 47.1 | 46.7 |
Basic Earnings (Loss) Per Share | ||||
Continuing operations (in dollars per share) | $ 0.09 | $ (0.22) | $ (0.12) | $ (0.78) |
Discontinued operations (in dollars per share) | 0.57 | 1.39 | 1.78 | |
Basic Earnings Per Share (in dollars per share) | 0.09 | 0.35 | 1.27 | 1 |
Diluted Earnings (Loss) Per Share | ||||
Continuing operations (in dollars per share) | 0.09 | (0.22) | (0.12) | (0.78) |
Discontinued operations (in dollars per share) | 0.57 | 1.39 | 1.78 | |
Diluted Earnings Per Share (in dollars per share) | $ 0.09 | $ 0.35 | $ 1.27 | $ 1 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.8 | 1.2 | 0.7 |
Business Segment Information -
Business Segment Information - Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business segment | ||||
Net Sales | $ 165,100,000 | $ 150,500,000 | $ 482,400,000 | $ 445,300,000 |
Operating Profit | 7,000,000 | (10,400,000) | 8,800,000 | (40,100,000) |
Other income (expense), net | (900,000) | (3,400,000) | 2,000,000 | (16,700,000) |
Interest income | 2,200,000 | 700,000 | 5,400,000 | 1,600,000 |
Interest expense | (4,200,000) | (8,100,000) | (22,900,000) | (23,500,000) |
Income (Loss) Before Income Taxes | 5,000,000 | (17,800,000) | (8,700,000) | (62,000,000) |
General expenses | 86,300,000 | 78,400,000 | 252,500,000 | 244,300,000 |
Continuing Operations | S&IP Business | ||||
Business segment | ||||
Operating Profit | 0 | (29,000,000) | (37,000,000) | (86,300,000) |
Operating segments | Medical Devices | ||||
Business segment | ||||
Net Sales | 165,100,000 | 150,500,000 | 482,400,000 | 445,300,000 |
Operating Profit | 29,300,000 | 37,600,000 | 100,500,000 | 116,300,000 |
Corporate and Other | ||||
Business segment | ||||
Net Sales | 0 | 0 | 0 | 0 |
Operating Profit | (21,400,000) | (44,600,000) | (93,700,000) | (139,700,000) |
General expenses | 14,000,000 | 13,600,000 | 45,500,000 | 47,600,000 |
Restructuring related expenses | 5,100,000 | 11,900,000 | ||
Acquisition related expenses | 800,000 | 2,000,000 | 1,100,000 | 5,300,000 |
Net benefit (costs) | (1,500,000) | 1,800,000 | ||
Corporate and Other | Spinoff | ||||
Business segment | ||||
Restructuring related expenses | 0 | 500,000 | ||
Corporate and Other | Continuing Operations | S&IP Business | ||||
Business segment | ||||
Operating Profit | 0 | (29,000,000) | (37,000,000) | (86,300,000) |
Reconciling Items | ||||
Business segment | ||||
Other income (expense), net | $ (900,000) | $ (3,400,000) | $ 2,000,000 | $ (16,700,000) |
Business Segment Information _2
Business Segment Information - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 165.1 | $ 150.5 | $ 482.4 | $ 445.3 |
Chronic care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 93.6 | 88.8 | 287.8 | 266.1 |
Pain management | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 71.5 | $ 61.7 | $ 194.6 | $ 179.2 |
Supplemental Guarantor Financ_3
Supplemental Guarantor Financial Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Cumulative percentage ownership, after all transactions | 100.00% |
Supplemental Guarantor Financ_4
Supplemental Guarantor Financial Information - Condensed Consolidating Income and Comprehensive Income Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | $ 165.1 | $ 150.5 | $ 482.4 | $ 445.3 |
Cost of products sold | 60.4 | 69.5 | 191.9 | 198.3 |
Gross Profit | 104.7 | 81 | 290.5 | 247 |
Research and development | 10.5 | 9.6 | 31.2 | 26.1 |
Selling and general expenses | 86.3 | 78.4 | 252.5 | 244.3 |
Other (income) and expense, net | 0.9 | 3.4 | (2) | 16.7 |
Operating Income (Loss) | 7 | (10.4) | 8.8 | (40.1) |
Interest income | 2.2 | 0.7 | 5.4 | 1.6 |
Interest expense | (4.2) | (8.1) | (22.9) | (23.5) |
Income (Loss) Before Income Taxes | 5 | (17.8) | (8.7) | (62) |
Income tax benefit (provision) | (0.8) | 7.6 | 2.9 | 25.5 |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations | 4.2 | (10.2) | (5.8) | (36.5) |
(Loss) Income from discontinued operations, net of tax | 26.8 | 65.5 | 83 | |
Net Income | 4.2 | 16.6 | 59.7 | 46.5 |
Total other comprehensive (loss) income, net of tax | 1.6 | 3.7 | 0.8 | 19.5 |
Comprehensive Income | 5.8 | 20.3 | 60.5 | 66 |
Eliminations | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | (19.2) | (93.1) | (156.9) | (269.4) |
Cost of products sold | (19.1) | (93.1) | (156.8) | (269.4) |
Gross Profit | (0.1) | 0 | (0.1) | 0 |
Research and development | 0 | 0 | 0 | 0 |
Selling and general expenses | 0 | 0 | 0 | 0 |
Other (income) and expense, net | 0.2 | 0 | 4.1 | 0 |
Operating Income (Loss) | (0.3) | 0 | (4.2) | 0 |
Interest income | (1) | (0.6) | (2.9) | (2.2) |
Interest expense | 1 | 0.6 | 2.9 | 2.2 |
Income (Loss) Before Income Taxes | (0.3) | 0 | (4.2) | 0 |
Income tax benefit (provision) | 0 | 0 | 0 | 0 |
Equity in earnings of consolidated subsidiaries | (18.7) | (33.9) | (247.1) | (99) |
Income (Loss) from Continuing Operations | (33.9) | (251.3) | (99) | |
(Loss) Income from discontinued operations, net of tax | 0 | 0 | 0 | |
Net Income | (19) | (33.9) | (251.3) | (99) |
Total other comprehensive (loss) income, net of tax | (4.8) | (6.2) | (6.9) | (33) |
Comprehensive Income | (23.8) | (40.1) | (258.2) | (132) |
Parent | Reportable legal entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Cost of products sold | 0 | 0 | (0.8) | 0 |
Gross Profit | 0 | 0 | 0.8 | 0 |
Research and development | 0 | 0 | 0 | 0 |
Selling and general expenses | 11.4 | 8.7 | 32 | 28.4 |
Other (income) and expense, net | 1 | (0.4) | (1.2) | (0.1) |
Operating Income (Loss) | (12.4) | (8.3) | (30) | (28.3) |
Interest income | 0.7 | 0.2 | 2.5 | 0.6 |
Interest expense | (4.3) | (8.2) | (23.2) | (24) |
Income (Loss) Before Income Taxes | (16) | (16.3) | (50.7) | (51.7) |
Income tax benefit (provision) | 4.1 | 2.8 | 12.9 | 5.3 |
Equity in earnings of consolidated subsidiaries | 16.2 | 27.7 | 104 | 79.8 |
Income (Loss) from Continuing Operations | 14.2 | 66.2 | 33.4 | |
(Loss) Income from discontinued operations, net of tax | 2.4 | (6.5) | 13.1 | |
Net Income | 4.3 | 16.6 | 59.7 | 46.5 |
Total other comprehensive (loss) income, net of tax | 1.6 | 3.7 | 0.8 | 19.5 |
Comprehensive Income | 5.9 | 20.3 | 60.5 | 66 |
Guarantor Subsidiaries | Reportable legal entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | 170.9 | 167.8 | 513.9 | 493.7 |
Cost of products sold | 73.7 | 93.1 | 247.6 | 274 |
Gross Profit | 97.2 | 74.7 | 266.3 | 219.7 |
Research and development | 10.5 | 9.6 | 31.2 | 26.1 |
Selling and general expenses | 65.3 | 59.8 | 187.3 | 185.4 |
Other (income) and expense, net | 1.4 | 8.1 | 2.7 | 26.9 |
Operating Income (Loss) | 20 | (2.8) | 45.1 | (18.7) |
Interest income | 0 | 0 | 0.1 | 0 |
Interest expense | (0.8) | (0.5) | (2.4) | (1.6) |
Income (Loss) Before Income Taxes | 19.2 | (3.3) | 42.8 | (20.3) |
Income tax benefit (provision) | (0.1) | 4 | (1.3) | 18.5 |
Equity in earnings of consolidated subsidiaries | 2.5 | 6.2 | 143.1 | 19.2 |
Income (Loss) from Continuing Operations | 6.9 | 184.6 | 17.4 | |
(Loss) Income from discontinued operations, net of tax | 14.7 | (49.9) | 50.4 | |
Net Income | 21.6 | 21.6 | 134.7 | 67.8 |
Total other comprehensive (loss) income, net of tax | 2.7 | 2.4 | 5.5 | 14.3 |
Comprehensive Income | 24.3 | 24 | 140.2 | 82.1 |
Non-Guarantor Subsidiaries | Reportable legal entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net Sales | 13.4 | 75.8 | 125.4 | 221 |
Cost of products sold | 5.8 | 69.5 | 101.9 | 193.7 |
Gross Profit | 7.6 | 6.3 | 23.5 | 27.3 |
Research and development | 0 | 0 | 0 | 0 |
Selling and general expenses | 9.6 | 9.9 | 33.2 | 30.5 |
Other (income) and expense, net | (1.7) | (4.3) | (7.6) | (10.1) |
Operating Income (Loss) | (0.3) | 0.7 | (2.1) | 6.9 |
Interest income | 2.5 | 1.1 | 5.7 | 3.2 |
Interest expense | (0.1) | 0 | (0.2) | (0.1) |
Income (Loss) Before Income Taxes | 2.1 | 1.8 | 3.4 | 10 |
Income tax benefit (provision) | (4.8) | 0.8 | (8.7) | 1.7 |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations | 2.6 | (5.3) | 11.7 | |
(Loss) Income from discontinued operations, net of tax | 9.7 | 121.9 | 19.5 | |
Net Income | (2.7) | 12.3 | 116.6 | 31.2 |
Total other comprehensive (loss) income, net of tax | 2.1 | 3.8 | 1.4 | 18.7 |
Comprehensive Income | $ (0.6) | $ 16.1 | $ 118 | $ 49.9 |
Supplemental Guarantor Financ_5
Supplemental Guarantor Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 411,800,000 | $ 219,700,000 |
Accounts receivable, net of allowances | 151,800,000 | 203,000,000 |
Inventories | 121,200,000 | 91,100,000 |
Prepaid expenses and other current assets | 52,400,000 | 14,400,000 |
Assets held for sale | 0 | 632,500,000 |
Total Current Assets | 737,200,000 | 1,160,700,000 |
Property, Plant and Equipment, net | 137,000,000 | 109,900,000 |
Investment in Consolidated Subsidiaries | 0 | 0 |
Goodwill | 786,700,000 | 764,700,000 |
Other Intangible Assets, net | 173,900,000 | 148,900,000 |
Other Assets | 9,700,000 | 11,700,000 |
TOTAL ASSETS | 1,844,500,000 | 2,195,900,000 |
Current Liabilities | ||
Current portion of long-term debt | 0 | 39,800,000 |
Trade accounts payable | 159,200,000 | 171,200,000 |
Accrued expenses | 106,300,000 | 144,900,000 |
Liabilities held for sale | 0 | 33,900,000 |
Total Current Liabilities | 265,500,000 | 389,800,000 |
Long-Term Debt | 247,600,000 | 541,100,000 |
Other Long-Term Liabilities | 31,200,000 | 49,600,000 |
Total Liabilities | 544,300,000 | 980,500,000 |
Total Equity | 1,300,200,000 | 1,215,400,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,844,500,000 | 2,195,900,000 |
Eliminations | ||
Current Assets | ||
Cash and cash equivalents | 0 | 0 |
Accounts receivable, net of allowances | (1,346,500,000) | (687,400,000) |
Inventories | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Assets held for sale | 0 | |
Total Current Assets | (1,346,500,000) | (687,400,000) |
Property, Plant and Equipment, net | 0 | 0 |
Investment in Consolidated Subsidiaries | (2,654,600,000) | (2,557,500,000) |
Goodwill | 0 | 0 |
Other Intangible Assets, net | 0 | 0 |
Other Assets | 0 | 0 |
TOTAL ASSETS | (4,001,100,000) | (3,244,900,000) |
Current Liabilities | ||
Current portion of long-term debt | 0 | |
Trade accounts payable | (1,335,500,000) | (679,600,000) |
Accrued expenses | (11,000,000) | (8,000,000) |
Liabilities held for sale | 0 | |
Total Current Liabilities | (1,346,500,000) | (687,600,000) |
Long-Term Debt | 0 | 0 |
Other Long-Term Liabilities | 0 | 0 |
Total Liabilities | (1,346,500,000) | (687,600,000) |
Total Equity | (2,654,600,000) | (2,557,300,000) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | (4,001,100,000) | (3,244,900,000) |
Parent | Reportable legal entities | ||
Current Assets | ||
Cash and cash equivalents | 327,500,000 | 114,500,000 |
Accounts receivable, net of allowances | 3,000,000 | 1,100,000 |
Inventories | 0 | 0 |
Prepaid expenses and other current assets | 2,500,000 | 600,000 |
Assets held for sale | 300,000 | |
Total Current Assets | 333,000,000 | 116,500,000 |
Property, Plant and Equipment, net | 0 | 0 |
Investment in Consolidated Subsidiaries | 2,410,800,000 | 2,154,300,000 |
Goodwill | 0 | 0 |
Other Intangible Assets, net | 0 | 0 |
Other Assets | 0 | 300,000 |
TOTAL ASSETS | 2,743,800,000 | 2,271,100,000 |
Current Liabilities | ||
Current portion of long-term debt | 39,800,000 | |
Trade accounts payable | 1,177,500,000 | 454,000,000 |
Accrued expenses | 10,300,000 | 11,600,000 |
Liabilities held for sale | 0 | |
Total Current Liabilities | 1,187,800,000 | 505,400,000 |
Long-Term Debt | 247,600,000 | 541,100,000 |
Other Long-Term Liabilities | 8,200,000 | 9,200,000 |
Total Liabilities | 1,443,600,000 | 1,055,700,000 |
Total Equity | 1,300,200,000 | 1,215,400,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,743,800,000 | 2,271,100,000 |
Guarantor Subsidiaries | Reportable legal entities | ||
Current Assets | ||
Cash and cash equivalents | 26,600,000 | 16,000,000 |
Accounts receivable, net of allowances | 1,282,200,000 | 623,000,000 |
Inventories | 106,000,000 | 76,000,000 |
Prepaid expenses and other current assets | 15,900,000 | 11,700,000 |
Assets held for sale | 546,700,000 | |
Total Current Assets | 1,430,700,000 | 1,273,400,000 |
Property, Plant and Equipment, net | 115,400,000 | 92,900,000 |
Investment in Consolidated Subsidiaries | 243,800,000 | 403,200,000 |
Goodwill | 760,900,000 | 738,100,000 |
Other Intangible Assets, net | 165,200,000 | 139,500,000 |
Other Assets | 5,300,000 | 6,000,000 |
TOTAL ASSETS | 2,721,300,000 | 2,653,100,000 |
Current Liabilities | ||
Current portion of long-term debt | 0 | |
Trade accounts payable | 258,300,000 | 347,000,000 |
Accrued expenses | 83,200,000 | 113,900,000 |
Liabilities held for sale | 7,800,000 | |
Total Current Liabilities | 341,500,000 | 468,700,000 |
Long-Term Debt | 0 | 0 |
Other Long-Term Liabilities | 19,200,000 | 36,100,000 |
Total Liabilities | 360,700,000 | 504,800,000 |
Total Equity | 2,360,600,000 | 2,148,300,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,721,300,000 | 2,653,100,000 |
Non-Guarantor Subsidiaries | Reportable legal entities | ||
Current Assets | ||
Cash and cash equivalents | 57,700,000 | 89,200,000 |
Accounts receivable, net of allowances | 213,100,000 | 266,300,000 |
Inventories | 15,200,000 | 15,100,000 |
Prepaid expenses and other current assets | 34,000,000 | 2,100,000 |
Assets held for sale | 85,500,000 | |
Total Current Assets | 320,000,000 | 458,200,000 |
Property, Plant and Equipment, net | 21,600,000 | 17,000,000 |
Investment in Consolidated Subsidiaries | 0 | 0 |
Goodwill | 25,800,000 | 26,600,000 |
Other Intangible Assets, net | 8,700,000 | 9,400,000 |
Other Assets | 4,400,000 | 5,400,000 |
TOTAL ASSETS | 380,500,000 | 516,600,000 |
Current Liabilities | ||
Current portion of long-term debt | 0 | |
Trade accounts payable | 58,900,000 | 49,800,000 |
Accrued expenses | 23,800,000 | 27,400,000 |
Liabilities held for sale | 26,100,000 | |
Total Current Liabilities | 82,700,000 | 103,300,000 |
Long-Term Debt | 0 | 0 |
Other Long-Term Liabilities | 3,800,000 | 4,300,000 |
Total Liabilities | 86,500,000 | 107,600,000 |
Total Equity | 294,000,000 | 409,000,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 380,500,000 | $ 516,600,000 |
Supplemental Guarantor Financ_6
Supplemental Guarantor Financial Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities | ||
Cash (Used in) Provided by Operating Activities | $ (138.2) | $ 80.1 |
Investing Activities | ||
Capital expenditures | (31.4) | (30.6) |
Acquisition of business, net of cash acquired | (65.6) | |
Proceeds from the Divestiture | 754.3 | 0 |
Proceeds from property dispositions | 0 | 0.1 |
Dividend received from subsidiaries | 0 | |
Intercompany contributions | 0 | 0 |
Cash Provided by (Used in) Investing Activities | 657.3 | (30.5) |
Financing Activities | ||
Intercompany contributions | 0 | 0 |
Debt repayments | (339) | 0 |
Purchase of treasury stock | (0.6) | (2) |
Proceeds from the exercise of stock options | 16.8 | 2.3 |
Cash dividends paid to Guarantor | 0 | |
Cash (Used in) Provided by Financing Activities | (322.8) | 0.3 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (4.2) | 2.5 |
Increase in Cash and Cash Equivalents | 192.1 | 52.4 |
Cash and Cash Equivalents - Beginning of Period | 219.7 | 113.7 |
Cash and Cash Equivalents - End of Period | 411.8 | 166.1 |
Eliminations | ||
Operating Activities | ||
Cash (Used in) Provided by Operating Activities | 0 | 0 |
Investing Activities | ||
Capital expenditures | 0 | 0 |
Acquisition of business, net of cash acquired | 0 | |
Proceeds from the Divestiture | 0 | |
Proceeds from property dispositions | 0 | |
Dividend received from subsidiaries | (233.5) | |
Intercompany contributions | 200.7 | 54.4 |
Cash Provided by (Used in) Investing Activities | (32.8) | 54.4 |
Financing Activities | ||
Intercompany contributions | (200.7) | (54.4) |
Debt repayments | 0 | |
Purchase of treasury stock | 0 | 0 |
Proceeds from the exercise of stock options | 0 | 0 |
Cash dividends paid to Guarantor | 233.5 | |
Cash (Used in) Provided by Financing Activities | 32.8 | (54.4) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0 | 0 |
Increase in Cash and Cash Equivalents | 0 | 0 |
Cash and Cash Equivalents - Beginning of Period | 0 | 0 |
Cash and Cash Equivalents - End of Period | 0 | 0 |
Parent | Reportable legal entities | ||
Operating Activities | ||
Cash (Used in) Provided by Operating Activities | (139.3) | (27.6) |
Investing Activities | ||
Capital expenditures | 0 | 0 |
Acquisition of business, net of cash acquired | (65.6) | |
Proceeds from the Divestiture | 540 | |
Proceeds from property dispositions | 0 | |
Dividend received from subsidiaries | 0 | |
Intercompany contributions | 0 | 0 |
Cash Provided by (Used in) Investing Activities | 474.4 | 0 |
Financing Activities | ||
Intercompany contributions | 200.7 | 58 |
Debt repayments | (339) | |
Purchase of treasury stock | (0.6) | (2) |
Proceeds from the exercise of stock options | 16.8 | 2.3 |
Cash dividends paid to Guarantor | 0 | |
Cash (Used in) Provided by Financing Activities | (122.1) | 58.3 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0 | 0 |
Increase in Cash and Cash Equivalents | 213 | 30.7 |
Cash and Cash Equivalents - Beginning of Period | 114.5 | 54.2 |
Cash and Cash Equivalents - End of Period | 327.5 | 84.9 |
Guarantor Subsidiaries | Reportable legal entities | ||
Operating Activities | ||
Cash (Used in) Provided by Operating Activities | (5.9) | 82.6 |
Investing Activities | ||
Capital expenditures | (24.9) | (22.9) |
Acquisition of business, net of cash acquired | 0 | |
Proceeds from the Divestiture | 9.1 | |
Proceeds from property dispositions | 0.1 | |
Dividend received from subsidiaries | 233.5 | |
Intercompany contributions | (200.7) | (54.4) |
Cash Provided by (Used in) Investing Activities | 17 | (77.2) |
Financing Activities | ||
Intercompany contributions | 0 | 0 |
Debt repayments | 0 | |
Purchase of treasury stock | 0 | 0 |
Proceeds from the exercise of stock options | 0 | 0 |
Cash dividends paid to Guarantor | 0 | |
Cash (Used in) Provided by Financing Activities | 0 | 0 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (0.5) | 0.3 |
Increase in Cash and Cash Equivalents | 10.6 | 5.7 |
Cash and Cash Equivalents - Beginning of Period | 16 | 9.5 |
Cash and Cash Equivalents - End of Period | 26.6 | 15.2 |
Non-Guarantor Subsidiaries | Reportable legal entities | ||
Operating Activities | ||
Cash (Used in) Provided by Operating Activities | 7 | 25.1 |
Investing Activities | ||
Capital expenditures | (6.5) | (7.7) |
Acquisition of business, net of cash acquired | 0 | |
Proceeds from the Divestiture | 205.2 | |
Proceeds from property dispositions | 0 | |
Dividend received from subsidiaries | 0 | |
Intercompany contributions | 0 | 0 |
Cash Provided by (Used in) Investing Activities | 198.7 | (7.7) |
Financing Activities | ||
Intercompany contributions | 0 | (3.6) |
Debt repayments | 0 | |
Purchase of treasury stock | 0 | 0 |
Proceeds from the exercise of stock options | 0 | 0 |
Cash dividends paid to Guarantor | (233.5) | |
Cash (Used in) Provided by Financing Activities | (233.5) | (3.6) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (3.7) | 2.2 |
Increase in Cash and Cash Equivalents | (31.5) | 16 |
Cash and Cash Equivalents - Beginning of Period | 89.2 | 50 |
Cash and Cash Equivalents - End of Period | $ 57.7 | $ 66 |