Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 26, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36440 | |
Entity Registrant Name | AVANOS MEDICAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4987888 | |
Entity Address, Address Line One | 5405 Windward Parkway | |
Entity Address, Address Line Two | Suite 100 South | |
Entity Address, City or Town | Alpharetta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30004 | |
City Area Code | (844) | |
Local Phone Number | 428-2667 | |
Title of 12(b) Security | Common Stock - $0.01 Par Value | |
Trading Symbol | AVNS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,324,895 | |
Entity Central Index Key | 0001606498 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED INCOME S
CONDENSED CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net Sales | $ 197.4 | $ 180.7 |
Cost of products sold | 90.2 | 89.4 |
Gross Profit | 107.2 | 91.3 |
Research and development | 7.8 | 8.3 |
Selling and general expenses | 90.1 | 73.4 |
Other expense, net | 0.1 | 22 |
Operating Income (Loss) | 9.2 | (12.4) |
Interest expense | (1.3) | (0.8) |
Income (Loss) Before Income Taxes | 7.9 | (13.2) |
Income tax (provision) benefit | (2.1) | 5.6 |
Net Income (Loss) | $ 5.8 | $ (7.6) |
Earnings (Loss) Per Share | ||
Basic (in dollars per share) | $ 0.12 | $ (0.16) |
Diluted (in dollars per share) | $ 0.12 | $ (0.16) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (Loss) | $ 5.8 | $ (7.6) |
Other Comprehensive Income (Loss), Net of Tax | ||
Unrealized currency translation adjustments | 1.7 | (4.2) |
Total Other Comprehensive Income (Loss), Net of Tax | 1.7 | (4.2) |
Comprehensive Income (Loss) | $ 7.5 | $ (11.8) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 104.3 | $ 118.5 |
Accounts receivable, net of allowances | 161.6 | 131.2 |
Inventories | 157.6 | 150.3 |
Prepaid and other current assets | 15.7 | 18.6 |
Total Current Assets | 439.2 | 418.6 |
Property, Plant and Equipment, net | 166.9 | 168.1 |
Operating Lease Right-of-Use Assets | 36.1 | 38.6 |
Goodwill | 826 | 801.6 |
Other Intangible Assets, net | 271.1 | 141.2 |
Deferred Tax Assets | 11.3 | 10 |
Other Assets | 15.9 | 16.5 |
TOTAL ASSETS | 1,766.5 | 1,594.6 |
Current Liabilities | ||
Current portion of operating lease liabilities | 14.5 | 14.7 |
Trade accounts payable | 63.8 | 56.4 |
Accrued expenses | 74.6 | 68.1 |
Total Current Liabilities | 152.9 | 139.2 |
Long-Term Debt | 254.4 | 130 |
Operating Lease Liabilities | 40 | 42.8 |
Deferred Tax Liabilities | 34.7 | 9.6 |
Other Long-Term Liabilities | 28 | 9.1 |
Total Liabilities | 510 | 330.7 |
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, 47,324,093 outstanding as of March 31, 2022 and 48,206,156 outstanding as of December 31, 2021 | 0.5 | 0.5 |
Additional paid-in capital | 1,633.3 | 1,628.8 |
Accumulated deficit | (304.5) | (310.3) |
Treasury stock | (40.7) | (21.3) |
Accumulated other comprehensive loss | (32.1) | (33.8) |
Total Stockholders’ Equity | 1,256.5 | 1,263.9 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,766.5 | $ 1,594.6 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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) | 47,324,093 | 48,206,156 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2020 | $ 1,609.4 | $ (315.5) | $ (9.8) | $ (28.1) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 4.8 | |||||
Stock-based compensation expense | 3.1 | |||||
Net Income (Loss) | $ (7.6) | (7.6) | ||||
Purchases of treasury stock | 0 | |||||
Other comprehensive income (loss), net of tax | (4.2) | |||||
Ending balance at Mar. 31, 2021 | 1,252.6 | $ 0.5 | 1,617.3 | (323.1) | (9.8) | (32.3) |
Beginning balance at Dec. 31, 2021 | 1,263.9 | 1,628.8 | (310.3) | (21.3) | (33.8) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 0.7 | |||||
Stock-based compensation expense | 3.8 | |||||
Net Income (Loss) | 5.8 | 5.8 | ||||
Purchases of treasury stock | (19.4) | |||||
Other comprehensive income (loss), net of tax | 1.7 | |||||
Ending balance at Mar. 31, 2022 | $ 1,256.5 | $ 0.5 | $ 1,633.3 | $ (304.5) | $ (40.7) | $ (32.1) |
CONDENSED CONSOLIDATED CASH FLO
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities | ||
Net income (loss) | $ 5.8 | $ (7.6) |
Depreciation and amortization | 11.1 | 9.7 |
Stock-based compensation expense | 3.8 | 3.1 |
Net loss on asset dispositions and impairments | 0 | 0.1 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | (15.7) | 2.2 |
Inventories | (4.5) | 2.8 |
Prepaid expenses and other assets | 0.1 | 0.5 |
Accounts payable | 30.2 | (6.2) |
Accrued expenses | (28.6) | (2) |
Deferred income taxes and other | (0.4) | (5.9) |
Cash Provided by (Used in) Operating Activities | 1.8 | (3.3) |
Investing Activities | ||
Capital expenditures | (5) | (5.7) |
Acquisition of assets and investments in businesses | (116.7) | 0 |
Cash Provided by (Used in) Investing Activities | (121.7) | (5.7) |
Financing Activities | ||
Proceeds from issuance of secured debt | 125 | 0 |
Senior secured revolving credit facility proceeds | 20 | 0 |
Senior secured revolving credit facility repayments | (20) | (5) |
Purchases of treasury stock | (19.4) | 0 |
Payments of debt issuance costs | (0.6) | 0 |
Proceeds from the exercise of stock options | 0.7 | 4.8 |
Cash Provided by (Used in) Financing Activities | 105.7 | (0.2) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0 | (2.2) |
Decrease in Cash and Cash Equivalents | (14.2) | (11.4) |
Cash and Cash Equivalents - Beginning of Period | 118.5 | 111.5 |
Cash and Cash Equivalents - End of Period | $ 104.3 | $ 100.1 |
Accounting Policies
Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies Background and Basis of Presentation Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. Headquartered in Alpharetta, Georgia, Avanos is 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. We develop, manufacture and market clinically superior solutions in more than 90 countries. References herein to “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries. Interim Financial Statements We prepared the accompanying unaudited condensed consolidated financial statements in accordance with 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 Form 10-Q should be read in conjunction with the Form 10-K. 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. Our estimates are subject to uncertainties associated with supply chain disruptions, which have caused volatility and adverse effects in global markets. Actual results could differ from these estimates, and the effect of any change could be material to our financial statements. Changes in these estimates are recorded when known. Recently Adopted Accounting Pronouncements Effective January 1, 2022, we adopted Accounting Standards Update (“ASU”) No. 2021-04, Issuers Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU requires accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity-classified after the modification or exchange based on the economic substance of the modification or exchange. The accounting is determined based on whether the transaction was done to issue equity, issue or modify debt or for other reasons. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU pertains to acquired revenue contracts with customers in a business combination and addresses diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This ASU is to be applied prospectively for years beginning after December 15, 2022. Adoption of this ASU is not expected to have a material effect on our financial position, results of operations or cash flows. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | Business Acquisition On January 20, 2022, we acquired all of the equity voting interests and completed the acquisition of OrthogenRx, Inc. (“OrthogenRx”), which is focused on the development and commercialization of treatments for knee pain caused by osteoarthritis. We expect the acquisition of OrthogenRx will enhance our chronic pain portfolio. The initial purchase price was $130 million less working capital adjustments and up to $30 million payable in contingent cash consideration based on OrthogenRx’s growth in net sales during 2022 and 2023. The purchase price was funded by available cash on hand and the proceeds of borrowings, including from the incurrence of a new incremental tranche of term loans of $125.0 million, under the Company’s existing senior secured revolving credit facility, which is described further in Note 5, “Debt.” T he accompanying condensed consolidated income statement for the three months ended March 31, 2022 includes $14.7 million of net sales from OrthogenRx since the acquisition date. In the three months ended March 31, 2022, we incurred $1.0 million of costs in connection with the OrthogenRx acquisition, which are included in “Selling and general expenses.” We accounted for the OrthogenRx acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price paid was allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values was recorded as goodwill. Fair values of assets acquired and liabilities assumed were determined using discounted cash flow analyses and the fair value of the contingent cash consideration was estimated using a Monte Carlo simulation. The acquisition accounting is not yet complete and amounts assigned to assets acquired and liabilities assumed are provisional, based on the information, facts and circumstances known at the acquisition date. Accordingly, adjustments may be made to the provisional amounts as we complete our analysis. The provisional purchase price allocation, net of cash acquired, is shown in the table below (in millions): Accounts receivable, net $ 14.5 Inventory 2.8 Other current assets 0.4 Accounts payable (5.4) Other current liabilities (13.0) Contingent consideration (9.2) Other non-current assets (liabilities) (9.5) Deferred tax liability (23.7) Identifiable intangible assets 135.6 Goodwill 24.2 Total $ 116.7 Goodwill arising from the OrthogenRx acquisition is not fully tax deductible. The identifiable intangible assets relating to the OrthogenRx acquisition include the following (in millions, except years): Identifiable Intangible Asset Amount Weighted Average Useful Lives (Years) Trademarks $ 1.3 10 Other 134.3 14 Total $ 135.6 Other intangible assets are primarily related to the OrthogenRx products that we currently market and distribute, combined into one composite intangible asset that includes customer relationships and exclusive distribution rights. The following unaudited pro forma financial information is presented in the table below for the three months ended March 31, 2022 and 2021 as if the acquisitions had occurred on January 1 of the year prior to the acquisition date (in millions, except per share amounts): Three Months Ended March 31, 2022 (Unaudited) 2021 (Unaudited) Net sales $ 199.7 $ 195.2 Net income (loss) $ 8.0 $ (7.2) Earnings per share: Basic $ 0.17 $ (0.15) Diluted $ 0.17 $ (0.15) The pro forma financial information has been adjusted to include the effects of the acquisition, including acquisition-related costs, amortization of acquired intangibles and related tax effects. The pro-forma financial information is not necessarily indicative of the results of operations that would have been achieved. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Accounts Receivable Accounts receivable consist of the following (in millions): March 31, 2022 December 31, 2021 Accounts receivable $ 154.5 $ 122.0 Income tax receivable 13.0 13.0 Allowances and doubtful accounts: Doubtful accounts (5.6) (3.6) Sales discounts (0.3) (0.2) Accounts receivable, net $ 161.6 $ 131.2 Losses on receivables are estimated based on known troubled accounts and historical experience. Receivables are considered impaired and written off when it is probable that payments due will not be collected. Our provision for doubtful accounts was $0.3 million for the three months ended March 31, 2022 compared to a net benefit of $0.4 million for the three months ended March 31, 2021. Inventories Inventories at the lower of cost (determined on the LIFO/FIFO or weighted-average cost methods) or market consists of the following (in millions): March 31, 2022 December 31, 2021 LIFO Non- Total LIFO Non- Total Raw materials $ 43.3 $ 1.7 $ 45.0 $ 45.6 $ 2.1 $ 47.7 Work in process 34.0 — 34.0 33.2 — 33.2 Finished goods 61.4 18.4 79.8 55.7 15.9 71.6 Supplies and other — 7.2 7.2 — 6.8 6.8 138.7 27.3 166.0 134.5 24.8 159.3 Excess of FIFO or weighted-average cost over LIFO cost (8.4) — (8.4) (9.0) — (9.0) Total $ 130.3 $ 27.3 $ 157.6 $ 125.5 $ 24.8 $ 150.3 As of March 31, 2022, our inventory allowance was $5.3 million consisting of $2.9 million for Halyard-branded inventory and $2.4 million for inventory obsolescence. Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): March 31, 2022 December 31, 2021 Land $ 1.1 $ 1.1 Buildings and leasehold improvements 49.2 48.0 Machinery and equipment 224.8 223.2 Construction in progress 33.4 32.0 308.5 304.3 Less accumulated depreciation (141.6) (136.2) Total $ 166.9 $ 168.1 Depreciation expense was $5.4 million for the three months ended March 31, 2022 compared to $5.5 million for the three months ended March 31, 2021. Goodwill and Intangible Assets The changes in the carrying amount of goodwill are as follows (in millions): Goodwill Balance, December 31, 2021 $ 801.6 Goodwill acquired (a) 24.2 Currency translation adjustment 0.2 Balance, March 31, 2022 $ 826.0 ____________________________________________ (a) We acquired $24.2 million of goodwill in conjunction with the acquisition of OrthogenRx described in Note 2, “Business Acquisition.” Intangible assets subject to amortization consist of the following (in millions): March 31, 2022 December 31, 2021 Gross Accumulated Net Carrying Amount Gross Accumulated Net Carrying Amount Trademarks $ 92.5 $ (65.0) $ 27.5 $ 90.9 $ (64.0) $ 26.9 Patents and acquired technologies 278.8 (187.3) 91.5 271.7 (177.7) 94.0 Other 187.9 (35.8) 152.1 61.2 (40.9) 20.3 Total $ 559.2 $ (288.1) $ 271.1 $ 423.8 $ (282.6) $ 141.2 In the three months ended March 31, 2022, we acquired $135.6 million of identified intangibles in conjunction with the acquisition of OrthogenRx, as described in Note 2, “Business Acquisition.” Amortization expense for intangible assets is included in “Costs of products sold” and “Selling and general expenses” and was $5.7 million for the three months ended March 31, 2022 compared to $4.2 million for the three months ended March 31, 2021. Amortization expense for the remainder of 2022 and the following four years and thereafter is estimated as follows (in millions): Amount Remainder of 2022 $ 24.7 2023 29.9 2024 29.9 2025 29.3 2026 22.7 Thereafter 134.6 Total $ 271.1 Accrued Expenses Accrued expenses consist of the following (in millions): March 31, 2022 December 31, 2021 Accrued rebates and customer incentives $ 36.2 $ 24.5 Accrued salaries and wages 23.3 29.3 Accrued taxes and other 2.7 3.0 Other 12.4 11.3 Total $ 74.6 $ 68.1 Other Long-Term Liabilities Other long-term liabilities consist of the following (in millions): March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 4.5 $ 4.4 Other (a) 23.5 4.7 Total $ 28.0 $ 9.1 __________________________________________________ (a) For March 31, 2022, amounts relate to liabilities associated with OrthogenRx acquisition as described in Note 2, “Business Acquisition.” |
Fair Value Information
Fair Value Information | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information | 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. The following table includes the fair value of our financial instruments for which disclosure of fair value is required (in millions): March 31, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated Assets Cash and cash equivalents 1 $ 104.3 $ 104.3 $ 118.5 $ 118.5 Liabilities Senior secured revolving credit facility 2 $ 130.0 $ 130.0 $ 130.0 $ 130.0 Tranche A Term Loans 2 124.4 124.4 — — Contingent consideration related to acquisition 3 9.2 9.2 — — Cash equivalents are recorded at cost, which approximates fair value due to their short-term nature. The fair value of amounts borrowed under our senior secured revolving credit facility and Tranche A Terms Loans approximates carrying value because borrowings are subject to a variable rate as described in Note 5, “Debt.” The fair value amount of the contingent consideration was determined using a Monte Carlo simulation using assumptions regarding net sales volatility, discount rate and others. See further discussion of the acquisition of OrthogenRx in Note 2, “Business Acquisition.” |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of March 31, 2022 and December 31, 2021, our respective debt balances were as follows (in millions): Weighted-Average Interest Rate Maturity March 31, 2022 December 31, 2021 Senior secured revolving credit facility 1.77 % 2023 $ 130.0 $ 130.0 Tranche A Term Loans 1.89 % 2023 125.0 — Total Debt 255.0 130.0 Unamortized debt issuance costs (0.6) — Total Debt, net $ 254.4 $ 130.0 We have a senior secured revolving credit facility under our existing credit agreement that matures on October 30, 2023 which allows for borrowings up to $250.0 million, with a letter of credit sub-facility in an amount of $25.0 million. Borrowings under the senior secured revolving credit facility bear interest, at our option, at either (i) an adjusted term SOFR rate, plus a margin ranging between 1.50% to 2.25% per annum, depending on our consolidated total leverage ratio, or (ii) the base rate plus a margin ranging between 0.50% to 1.25% per annum, depending on our consolidated total leverage ratio. The unused portion of our senior secured 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 and (ii) 0.375% per annum, otherwise. On January 20, 2022, we incurred $125.0 million of term loans (the “Tranche A Term Loans”) under an incremental agreement dated as of December 22, 2021, which supplemented the existing credit agreement. The proceeds of the Tranche A Term Loans were used to fund a portion of the purchase price and to pay fees and expenses related to the OrthogenRx acquisition, which is described further in Note 2, “Business Acquisition.” The unpaid principal amount of the Tranche A Term Loans is due and payable by the Company upon the maturity of the existing credit agreement on October 30, 2023. We have the right to voluntarily prepay the Tranche A Term Loans from time to time in accordance with the existing credit agreement. Interest on the Tranche A Term Loans is payable at the same rates set forth above for the senior secured revolving credit facility. The Tranche A Term Loans, together with all other obligations owing under the existing credit agreement including the senior secured revolving credit facility, are secured by substantially all the assets of the Company and certain of its subsidiaries located in the United States and a certain percentage of the capital stock of the Company’s foreign subsidiaries. The other terms and conditions of the Tranche A Term Loans are governed by the existing credit agreement (as amended, including as supplemented by the incremental agreement). |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions): Unrealized Accumulated Balance, December 31, 2021 $ (33.8) $ (33.8) Other comprehensive income (loss) 1.7 1.7 Balance, March 31, 2022 $ (32.1) $ (32.1) The net changes in the components of AOCI, including the tax effect, are as follows (in millions): Three Months Ended March 31, 2022 2021 Unrealized translation $ 1.7 $ (4.2) Change in AOCI $ 1.7 $ (4.2) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is included in “Cost of products sold,” “Research and development,” and “Sales and general expenses.” Stock-based compensation expense for the three months ended March 31, 2022 and 2021 is shown in the table below (in millions): Three Months Ended March 31, 2022 2021 Stock options $ 0.4 $ 0.6 Time-based restricted share units 2.6 1.8 Performance-based restricted share units 0.7 0.6 Employee stock purchase plan 0.1 0.1 Total stock-based compensation $ 3.8 $ 3.1 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters 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. Under the terms of the distribution agreement we entered into with Kimberly-Clark Corporation (“Kimberly-Clark”) prior to our 2014 spin-off from Kimberly-Clark, legal proceedings, claims and other liabilities that are primarily related to our business are our responsibility and we are obligated to indemnify and hold Kimberly-Clark harmless for such matters. For the three months ended March 31, 2022, expenses associated with such indemnification-related matters were not material, compared to $22.5 million in the three months ended March 31, 2021. Expenses incurred were included in “Other expense, net.” 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 surgical gowns produced by the Company. In July 2015, we became aware that the VA OIG subpoena and an earlier VA OIG subpoena served on Kimberly-Clark requesting information about gown sales to the federal government were 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 the Company’s surgical gowns. On July 6, 2021, we entered into a Deferred Prosecution Agreement (“DPA”) with the DOJ that resolved their criminal investigation related to our MicroCool surgical gowns. Pursuant to the terms of the DPA, in July 2021 the Company made a payment of $22.2 million. We continue to comply with the terms of the DPA. Patent Litigation We operate in an industry characterized by extensive patent litigation. 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. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. For any matters that are reasonably possible to result in loss and for which no possible loss or range of loss is disclosed in this Form 10-Q, management has determined that it is unable to estimate the possible loss or range of loss because, in each case, at least the following facts applied: (a) the matter is at an early stage of the proceedings; (b) the damages are indeterminate, unspecified or determined to be immaterial; and (c) significant factual issues have yet to be resolved. At present, although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate resolution of any pending legal proceeding to which we are a party will not have a material adverse effect on our business, financial condition, results of operations or liquidity. Environmental Compliance We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations. We believe we are operating in compliance with, or are 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") | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share (“EPS”) | 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 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 months ended March 31, 2022 and 2021 is set forth in the following table (in millions, except per share amounts): Three Months Ended March 31, 2022 2021 Net income (loss) $ 5.8 $ (7.6) Weighted Average Shares Outstanding: Basic weighted average shares outstanding 47.4 48.0 Dilutive effect of stock options and restricted share unit awards 0.4 — Diluted weighted average shares outstanding 47.8 48.0 Earnings (Loss) Per Share: Basic $ 0.12 $ (0.16) Diluted $ 0.12 $ (0.16) 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. For the three months ended March 31, 2022, 1.5 million of potentially dilutive stock options and restricted share unit awards were excluded from the computation of earnings per share as their effect would have been anti-dilutive. |
Business and Products Informati
Business and Products Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Business and Products Information | Business and Products Information We conduct our business in one operating and reportable segment that provides our medical device products to healthcare providers and patients in more than 90 countries with manufacturing facilities in the United States and Mexico. We provide a portfolio of innovative product offerings focused on chronic care and pain management to improve patient outcomes and reduce the cost of care. Our management evaluates net sales by product category within our single reportable segment as follows (in millions): Three Months Ended March 31, 2022 2021 Chronic Care: Digestive health $ 81.4 $ 78.1 Respiratory health 38.0 43.0 Total Chronic Care 119.4 121.1 Pain Management: Acute pain $ 38.7 $ 37.1 Interventional pain 39.3 22.5 Total Pain Management 78.0 59.6 Total Net Sales $ 197.4 $ 180.7 Chronic care is a portfolio of products that include the following: • Digestive health products such as our Mic-Key enteral feeding tubes, Corpak patient feeding solutions and NeoMed neonatal and pediatric feeding solutions. • Respiratory health products such as our closed airway suction systems and other airway management devices marketed under the Ballard, Microcuff and Endoclear brands. Pain management is a portfolio of non-opioid pain solutions including: • Acute pain products such as On-Q and ambIT surgical pain pumps and Game Ready cold and compression therapy systems. • Interventional pain solutions, which provide minimally invasive pain relief therapies, such as our Coolief pain therapy and OrthogenRx’s pain relief injection products. Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions): March 31, 2022 December 31, 2021 Accrued rebates $ 26.3 $ 14.3 Accrued customer incentives 9.9 10.2 Accrued rebates and customer incentives 36.2 24.5 Accrued sales returns (a) 0.1 0.1 Total estimated liabilities $ 36.3 $ 24.6 __________________________________________________ (a) Accrued sales returns are included in “Other” in the accrued expenses table in Note 3, “Supplemental Balance Sheet Information.” 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, depending on shipping terms. Accordingly, we normally do not have transactions that give rise to material unfulfilled performance obligations. |
Share Repurchase Program
Share Repurchase Program | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On December 15, 2021, we announced that our Board of Directors had approved a share repurchase program authorizing us to repurchase up to $30 million of our common stock. We established a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Rule 10b5-1 trading plan permits common stock to be repurchased over a twelve-month period. Repurchases of our common stock under the 10b5-1 trading plan during the three months ended March 31, 2022 were as summarized in the table below. At March 31, 2022, no additional shares of our common stock remained to be repurchased under the share repurchase program. Shares Repurchased Aggregate Purchase Price Amount Remaining in First Quarter 2022 Program to Date Average Price per Share 588,293 911,433 $ 19.3 $ 32.85 $ — |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation and Interim Financial Statements | Background and Basis of Presentation Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. Headquartered in Alpharetta, Georgia, Avanos is 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. We develop, manufacture and market clinically superior solutions in more than 90 countries. References herein to “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries. Interim Financial Statements |
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. Our estimates are subject to uncertainties associated with supply chain disruptions, which have caused volatility and adverse effects in global markets. Actual results could differ from these estimates, and the effect of any change could be material to our financial statements. Changes in these estimates are recorded when known. |
Recently Adopted Accounting Pronouncements/Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2022, we adopted Accounting Standards Update (“ASU”) No. 2021-04, Issuers Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU requires accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity-classified after the modification or exchange based on the economic substance of the modification or exchange. The accounting is determined based on whether the transaction was done to issue equity, issue or modify debt or for other reasons. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU pertains to acquired revenue contracts with customers in a business combination and addresses diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This ASU is to be applied prospectively for years beginning after December 15, 2022. Adoption of this ASU is not expected to have a material effect on our financial position, results of operations or cash flows. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The provisional purchase price allocation, net of cash acquired, is shown in the table below (in millions): Accounts receivable, net $ 14.5 Inventory 2.8 Other current assets 0.4 Accounts payable (5.4) Other current liabilities (13.0) Contingent consideration (9.2) Other non-current assets (liabilities) (9.5) Deferred tax liability (23.7) Identifiable intangible assets 135.6 Goodwill 24.2 Total $ 116.7 |
Schedule of Identifiable Intangible Assets | The identifiable intangible assets relating to the OrthogenRx acquisition include the following (in millions, except years): Identifiable Intangible Asset Amount Weighted Average Useful Lives (Years) Trademarks $ 1.3 10 Other 134.3 14 Total $ 135.6 |
Schedule of Pro-Forma Information | The following unaudited pro forma financial information is presented in the table below for the three months ended March 31, 2022 and 2021 as if the acquisitions had occurred on January 1 of the year prior to the acquisition date (in millions, except per share amounts): Three Months Ended March 31, 2022 (Unaudited) 2021 (Unaudited) Net sales $ 199.7 $ 195.2 Net income (loss) $ 8.0 $ (7.2) Earnings per share: Basic $ 0.17 $ (0.15) Diluted $ 0.17 $ (0.15) |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of accounts receivable | Accounts receivable consist of the following (in millions): March 31, 2022 December 31, 2021 Accounts receivable $ 154.5 $ 122.0 Income tax receivable 13.0 13.0 Allowances and doubtful accounts: Doubtful accounts (5.6) (3.6) Sales discounts (0.3) (0.2) Accounts receivable, net $ 161.6 $ 131.2 |
Schedule of inventories | Inventories at the lower of cost (determined on the LIFO/FIFO or weighted-average cost methods) or market consists of the following (in millions): March 31, 2022 December 31, 2021 LIFO Non- Total LIFO Non- Total Raw materials $ 43.3 $ 1.7 $ 45.0 $ 45.6 $ 2.1 $ 47.7 Work in process 34.0 — 34.0 33.2 — 33.2 Finished goods 61.4 18.4 79.8 55.7 15.9 71.6 Supplies and other — 7.2 7.2 — 6.8 6.8 138.7 27.3 166.0 134.5 24.8 159.3 Excess of FIFO or weighted-average cost over LIFO cost (8.4) — (8.4) (9.0) — (9.0) Total $ 130.3 $ 27.3 $ 157.6 $ 125.5 $ 24.8 $ 150.3 |
Schedule of property, plant and equipment | Property, plant and equipment consists of the following (in millions): March 31, 2022 December 31, 2021 Land $ 1.1 $ 1.1 Buildings and leasehold improvements 49.2 48.0 Machinery and equipment 224.8 223.2 Construction in progress 33.4 32.0 308.5 304.3 Less accumulated depreciation (141.6) (136.2) Total $ 166.9 $ 168.1 |
Schedule of changes in the carrying amount of goodwill by business segment | The changes in the carrying amount of goodwill are as follows (in millions): Goodwill Balance, December 31, 2021 $ 801.6 Goodwill acquired (a) 24.2 Currency translation adjustment 0.2 Balance, March 31, 2022 $ 826.0 ____________________________________________ |
Schedule of intangible assets subject to amortization | Intangible assets subject to amortization consist of the following (in millions): March 31, 2022 December 31, 2021 Gross Accumulated Net Carrying Amount Gross Accumulated Net Carrying Amount Trademarks $ 92.5 $ (65.0) $ 27.5 $ 90.9 $ (64.0) $ 26.9 Patents and acquired technologies 278.8 (187.3) 91.5 271.7 (177.7) 94.0 Other 187.9 (35.8) 152.1 61.2 (40.9) 20.3 Total $ 559.2 $ (288.1) $ 271.1 $ 423.8 $ (282.6) $ 141.2 |
Schedule of estimated amortization expense | Amortization expense for the remainder of 2022 and the following four years and thereafter is estimated as follows (in millions): Amount Remainder of 2022 $ 24.7 2023 29.9 2024 29.9 2025 29.3 2026 22.7 Thereafter 134.6 Total $ 271.1 |
Schedule of accrued expenses | Accrued expenses consist of the following (in millions): March 31, 2022 December 31, 2021 Accrued rebates and customer incentives $ 36.2 $ 24.5 Accrued salaries and wages 23.3 29.3 Accrued taxes and other 2.7 3.0 Other 12.4 11.3 Total $ 74.6 $ 68.1 Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions): March 31, 2022 December 31, 2021 Accrued rebates $ 26.3 $ 14.3 Accrued customer incentives 9.9 10.2 Accrued rebates and customer incentives 36.2 24.5 Accrued sales returns (a) 0.1 0.1 Total estimated liabilities $ 36.3 $ 24.6 __________________________________________________ (a) Accrued sales returns are included in “Other” in the accrued expenses table in Note 3, “Supplemental Balance Sheet Information.” |
Schedule of other long-term liabilities | Other long-term liabilities consist of the following (in millions): March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 4.5 $ 4.4 Other (a) 23.5 4.7 Total $ 28.0 $ 9.1 __________________________________________________ (a) For March 31, 2022, amounts relate to liabilities associated with OrthogenRx acquisition as described in Note 2, “Business Acquisition.” |
Fair Value Information (Tables)
Fair Value Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Fair Value Carrying Estimated Carrying Estimated Assets Cash and cash equivalents 1 $ 104.3 $ 104.3 $ 118.5 $ 118.5 Liabilities Senior secured revolving credit facility 2 $ 130.0 $ 130.0 $ 130.0 $ 130.0 Tranche A Term Loans 2 124.4 124.4 — — Contingent consideration related to acquisition 3 9.2 9.2 — — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt balances | As of March 31, 2022 and December 31, 2021, our respective debt balances were as follows (in millions): Weighted-Average Interest Rate Maturity March 31, 2022 December 31, 2021 Senior secured revolving credit facility 1.77 % 2023 $ 130.0 $ 130.0 Tranche A Term Loans 1.89 % 2023 125.0 — Total Debt 255.0 130.0 Unamortized debt issuance costs (0.6) — Total Debt, net $ 254.4 $ 130.0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Accumulated Balance, December 31, 2021 $ (33.8) $ (33.8) Other comprehensive income (loss) 1.7 1.7 Balance, March 31, 2022 $ (32.1) $ (32.1) The net changes in the components of AOCI, including the tax effect, are as follows (in millions): Three Months Ended March 31, 2022 2021 Unrealized translation $ 1.7 $ (4.2) Change in AOCI $ 1.7 $ (4.2) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense | Stock-based compensation expense is included in “Cost of products sold,” “Research and development,” and “Sales and general expenses.” Stock-based compensation expense for the three months ended March 31, 2022 and 2021 is shown in the table below (in millions): Three Months Ended March 31, 2022 2021 Stock options $ 0.4 $ 0.6 Time-based restricted share units 2.6 1.8 Performance-based restricted share units 0.7 0.6 Employee stock purchase plan 0.1 0.1 Total stock-based compensation $ 3.8 $ 3.1 |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings per share | The calculation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021 is set forth in the following table (in millions, except per share amounts): Three Months Ended March 31, 2022 2021 Net income (loss) $ 5.8 $ (7.6) Weighted Average Shares Outstanding: Basic weighted average shares outstanding 47.4 48.0 Dilutive effect of stock options and restricted share unit awards 0.4 — Diluted weighted average shares outstanding 47.8 48.0 Earnings (Loss) Per Share: Basic $ 0.12 $ (0.16) Diluted $ 0.12 $ (0.16) |
Business and Products Informa_2
Business and Products Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of net sales by product category | Our management evaluates net sales by product category within our single reportable segment as follows (in millions): Three Months Ended March 31, 2022 2021 Chronic Care: Digestive health $ 81.4 $ 78.1 Respiratory health 38.0 43.0 Total Chronic Care 119.4 121.1 Pain Management: Acute pain $ 38.7 $ 37.1 Interventional pain 39.3 22.5 Total Pain Management 78.0 59.6 Total Net Sales $ 197.4 $ 180.7 |
Schedule of accrued expenses | Accrued expenses consist of the following (in millions): March 31, 2022 December 31, 2021 Accrued rebates and customer incentives $ 36.2 $ 24.5 Accrued salaries and wages 23.3 29.3 Accrued taxes and other 2.7 3.0 Other 12.4 11.3 Total $ 74.6 $ 68.1 Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions): March 31, 2022 December 31, 2021 Accrued rebates $ 26.3 $ 14.3 Accrued customer incentives 9.9 10.2 Accrued rebates and customer incentives 36.2 24.5 Accrued sales returns (a) 0.1 0.1 Total estimated liabilities $ 36.3 $ 24.6 __________________________________________________ (a) Accrued sales returns are included in “Other” in the accrued expenses table in Note 3, “Supplemental Balance Sheet Information.” |
Share Repurchase Program (Table
Share Repurchase Program (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Class of Treasury Stock | Repurchases of our common stock under the 10b5-1 trading plan during the three months ended March 31, 2022 were as summarized in the table below. At March 31, 2022, no additional shares of our common stock remained to be repurchased under the share repurchase program. Shares Repurchased Aggregate Purchase Price Amount Remaining in First Quarter 2022 Program to Date Average Price per Share 588,293 911,433 $ 19.3 $ 32.85 $ — |
Accounting Policies (Details)
Accounting Policies (Details) | Mar. 31, 2022country |
Accounting Policies [Abstract] | |
Number of countries entity provides goods to | 90 |
Business Acquisition - Narrativ
Business Acquisition - Narrative (Details) - USD ($) $ in Millions | Jan. 20, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||
Senior secured revolving credit facility proceeds | $ 20 | $ 0 | |
OrthogenRx, Inc | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses, gross | $ 130 | ||
Future estimated payments | 30 | ||
Pro forma revenue | 14.7 | ||
OrthogenRx, Inc | Selling, General and Administrative Expenses | |||
Business Acquisition [Line Items] | |||
Business acquisition, transaction costs | $ 1 | ||
Senior Loans | |||
Business Acquisition [Line Items] | |||
Senior secured revolving credit facility proceeds | $ 125 |
Business Acquisition - Purchase
Business Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Jan. 20, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 826 | $ 801.6 | |
OrthogenRx, Inc | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | $ 14.5 | ||
Inventory | 2.8 | ||
Other current assets | 0.4 | ||
Accounts payable | (5.4) | ||
Other current liabilities | (13) | ||
Contingent consideration | (9.2) | ||
Other non-current assets (liabilities) | 9.5 | ||
Deferred tax liability | (23.7) | ||
Identifiable intangible assets | 135.6 | ||
Goodwill | 24.2 | ||
Total | $ 116.7 |
Business Acquisition - Identifi
Business Acquisition - Identifiable Intangible Assets (Details) - OrthogenRx, Inc $ in Millions | Jan. 20, 2022USD ($) |
Business Acquisition [Line Items] | |
Identifiable Intangible Asset Amount | $ 135.6 |
Trademarks | |
Business Acquisition [Line Items] | |
Identifiable Intangible Asset Amount | $ 1.3 |
Weighted Average Useful Lives (Years) | 10 years |
Other | |
Business Acquisition [Line Items] | |
Identifiable Intangible Asset Amount | $ 134.3 |
Weighted Average Useful Lives (Years) | 14 years |
Business Acquisition - Schedule
Business Acquisition - Schedule of Pro-Forma Information (Details) - OrthogenRx, Inc - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 199.7 | $ 195.2 |
Net income (loss) | $ 8 | $ (7.2) |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.17 | $ (0.15) |
Diluted (in dollars per share) | $ 0.17 | $ (0.15) |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Accounts Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Accounts receivable | $ 154.5 | $ 122 | |
Income tax receivable | 13 | 13 | |
Accounts receivable, net | 161.6 | 131.2 | |
Provision (reversal) for doubtful accounts | 0.3 | $ (0.4) | |
Doubtful accounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Allowances and doubtful accounts | (5.6) | (3.6) | |
Sales discounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Allowances and doubtful accounts | $ (0.3) | $ (0.2) |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
LIFO | ||
Raw materials | $ 43.3 | $ 45.6 |
Work in process | 34 | 33.2 |
Finished goods | 61.4 | 55.7 |
Supplies and other | 0 | 0 |
Inventory, gross | 138.7 | 134.5 |
Excess of FIFO or weighted-average cost over LIFO cost | (8.4) | (9) |
Inventories, net | 130.3 | 125.5 |
Non- LIFO | ||
Raw materials | 1.7 | 2.1 |
Work in process | 0 | 0 |
Finished goods | 18.4 | 15.9 |
Supplies and other | 7.2 | 6.8 |
Inventory, gross | 27.3 | 24.8 |
Inventories, net | 27.3 | 24.8 |
Inventory, Net | ||
Raw materials | 45 | 47.7 |
Work in process | 34 | 33.2 |
Finished goods | 79.8 | 71.6 |
Supplies and other | 7.2 | 6.8 |
Inventory, gross | 166 | 159.3 |
Excess of FIFO or weighted-average cost over LIFO cost | (8.4) | (9) |
Inventory, net | 157.6 | $ 150.3 |
Inventory valuation reserves | 5.3 | |
Halyard-branded Products | ||
Inventory, Net | ||
Inventory valuation reserves | 2.9 | |
Inventory Obsolescence | ||
Inventory, Net | ||
Inventory valuation reserves | $ 2.4 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 308.5 | $ 304.3 | |
Less accumulated depreciation | (141.6) | (136.2) | |
Total | 166.9 | 168.1 | |
Depreciation expense | 5.4 | $ 5.5 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1.1 | 1.1 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 49.2 | 48 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 224.8 | 223.2 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 33.4 | $ 32 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Schedule of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 801.6 |
Goodwill acquired | 24.2 |
Currency translation adjustment | 0.2 |
Ending balance | $ 826 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 20, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 559.2 | $ 423.8 | ||
Accumulated Amortization | (288.1) | (282.6) | ||
Net Carrying Amount | 271.1 | 141.2 | ||
Amortization expense for intangible assets | 5.7 | $ 4.2 | ||
OrthogenRx, Inc | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 135.6 | |||
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 92.5 | 90.9 | ||
Accumulated Amortization | (65) | (64) | ||
Net Carrying Amount | 27.5 | 26.9 | ||
Patents and acquired technologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 278.8 | 271.7 | ||
Accumulated Amortization | (187.3) | (177.7) | ||
Net Carrying Amount | 91.5 | 94 | ||
Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 187.9 | 61.2 | ||
Accumulated Amortization | (35.8) | (40.9) | ||
Net Carrying Amount | $ 152.1 | $ 20.3 |
Supplemental Balance Sheet In_8
Supplemental Balance Sheet Information - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Estimated Amortization Expense | ||
Remainder of 2022 | $ 24.7 | |
2023 | 29.9 | |
2024 | 29.9 | |
2025 | 29.3 | |
2026 | 22.7 | |
Thereafter | 134.6 | |
Net Carrying Amount | $ 271.1 | $ 141.2 |
Supplemental Balance Sheet In_9
Supplemental Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued rebates and customer incentives | $ 36.2 | $ 24.5 |
Accrued salaries and wages | 23.3 | 29.3 |
Accrued taxes and other | 2.7 | 3 |
Other | 12.4 | 11.3 |
Total | $ 74.6 | $ 68.1 |
Supplemental Balance Sheet I_10
Supplemental Balance Sheet Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 4.5 | $ 4.4 |
Other (a) | 23.5 | 4.7 |
Total | $ 28 | $ 9.1 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||||
Cash and cash equivalents | $ 104.3 | $ 118.5 | $ 100.1 | $ 111.5 |
Level 1 | Carrying Amount | ||||
Assets | ||||
Cash and cash equivalents | 104.3 | 118.5 | ||
Level 1 | Estimated Fair Value | ||||
Assets | ||||
Cash and cash equivalents | 104.3 | 118.5 | ||
Level 2 | Carrying Amount | Senior secured revolving credit facility | ||||
Liabilities | ||||
Long-term debt, fair value | 130 | 130 | ||
Level 2 | Carrying Amount | Tranche A Term Loans | ||||
Liabilities | ||||
Long-term debt, fair value | 124.4 | 0 | ||
Level 2 | Estimated Fair Value | Senior secured revolving credit facility | ||||
Liabilities | ||||
Long-term debt, fair value | 130 | 130 | ||
Level 2 | Estimated Fair Value | Tranche A Term Loans | ||||
Liabilities | ||||
Long-term debt, fair value | 124.4 | 0 | ||
Level 3 | Carrying Amount | ||||
Liabilities | ||||
Contingent consideration related to acquisition | 9.2 | 0 | ||
Level 3 | Estimated Fair Value | ||||
Liabilities | ||||
Contingent consideration related to acquisition | $ 9.2 | $ 0 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility | $ 255 | $ 130 |
Unamortized debt issuance costs | (0.6) | 0 |
Long-Term Debt | $ 254.4 | 130 |
Senior secured revolving credit facility | Senior secured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 1.77% | |
Senior secured revolving credit facility | $ 130 | 130 |
Senior secured revolving credit facility | Tranche A Term Loans | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 1.89% | |
Senior secured revolving credit facility | $ 125 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | Jan. 20, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||
Senior secured revolving credit facility proceeds | $ 20 | $ 0 | |
Revolving Credit Facility | Senior secured revolving credit facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 250 | ||
Unused capacity, commitment fee percentage | 0.375% | ||
Consolidated total leverage ratio | 2.25 | ||
Amount outstanding | $ 130 | ||
Revolving Credit Facility | Senior secured revolving credit facility | Leverage Ratio, Less than 2.25 | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 0.25% | ||
Revolving Credit Facility | Senior secured revolving credit facility | Minimum | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Revolving Credit Facility | Senior secured revolving credit facility | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Revolving Credit Facility | Senior secured revolving credit facility | Maximum | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Revolving Credit Facility | Senior secured revolving credit facility | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Revolving Credit Facility | Swingline sub-facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 25 | ||
Revolving Credit Facility | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 1.2 | ||
Tranche A Term Loans | Senior secured revolving credit facility | |||
Debt Instrument [Line Items] | |||
Senior secured revolving credit facility proceeds | $ 125 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,263.9 | |
Other comprehensive income (loss) | 1.7 | $ (4.2) |
Ending balance | 1,256.5 | 1,252.6 |
Unrealized Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (33.8) | |
Other comprehensive income (loss) | 1.7 | |
Ending balance | (32.1) | |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (33.8) | (28.1) |
Other comprehensive income (loss) | 1.7 | |
Ending balance | $ (32.1) | $ (32.3) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Net Changes in Components of AOCI, Including Tax Effect (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Unrealized translation | $ 1.7 | $ (4.2) |
Change in AOCI | $ 1.7 | $ (4.2) |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 3.8 | $ 3.1 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 0.4 | 0.6 |
Time-based restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 2.6 | 1.8 |
Performance-based restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 0.7 | 0.6 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 0.1 | $ 0.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jul. 06, 2021 | Mar. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal expense and settlement accrual | $ 22.5 | |
Loss contingency accrual, payments | $ 22.2 |
Earnings Per Share ("EPS") (Det
Earnings Per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 5.8 | $ (7.6) |
Weighted Average Shares Outstanding: | ||
Basic weighted average shares outstanding (in shares) | 47.4 | 48 |
Dilutive effect of stock options and restricted share unit awards (in shares) | 0.4 | 0 |
Diluted weighted average shares outstanding (in shares) | 47.8 | 48 |
Earnings (Loss) Per Share: | ||
Basic (in dollars per share) | $ 0.12 | $ (0.16) |
Diluted (in dollars per share) | $ 0.12 | $ (0.16) |
Dilutive securities excluded from computation of earnings per share (in shares) | 1.5 |
Business and Products Informa_3
Business and Products Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022countrysegment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Number of countries entity provides goods to | country | 90 |
Business and Products Informa_4
Business and Products Information - Net Sales by Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | $ 197.4 | $ 180.7 |
Chronic Care: | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 119.4 | 121.1 |
Digestive health | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 81.4 | 78.1 |
Respiratory health | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 38 | 43 |
Pain Management: | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 78 | 59.6 |
Acute pain | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 38.7 | 37.1 |
Interventional pain | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | $ 39.3 | $ 22.5 |
Business and Products Informa_5
Business and Products Information - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Segment Reporting [Abstract] | ||
Accrued rebates | $ 26.3 | $ 14.3 |
Accrued customer incentives | 9.9 | 10.2 |
Accrued rebates and customer incentives | 36.2 | 24.5 |
Accrued sales returns | 0.1 | 0.1 |
Total estimated liabilities | $ 36.3 | $ 24.6 |
Share Repurchase Program - Narr
Share Repurchase Program - Narrative (Details) | Dec. 15, 2021USD ($) |
Equity [Abstract] | |
Stock repurchase program, authorized amount | $ 30,000,000 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Equity [Abstract] | |
Purchases of treasury stock (in shares) | shares | 588,293 |
Shares repurchased to date (in shares) | shares | 911,433 |
Aggregate purchase price | $ | $ 19.3 |
Average cost per share (in dollars per share) | $ / shares | $ 32.85 |
Remaining authorized repurchase amount | $ | $ 0 |